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The Purchase and Sale Agreement -- the Seller's View

Samuel D. Haas, Jolisa Melton Dobbs, Oil and Gas Agreements: Sales and Financings (2006)

What is a seller's viewpoint in an oil and gas properties purchase and sale agreement? The seller wants to sell only those properties that it feels has been given adequate value in buyer's offered purchase price, to get his money as soon as possible (with few, and preferably no, reductions from the purchase price offered), and to be left with few, and preferably no, continuing obligations and/or liabilities. “Here are the keys, gimme my money, don't call me” -- that's a little simplistic, but not by much.

As a part of this presentation, an example purchase and sale contract (purchase and sale contracts will be referred to herein as PSAs) has been prepared and is included as a part of these materials. Although prepared for this presentation to highlight issues of concern to seller, it is also like a “preferred draft” PSA that a seller might furnish to a buyer, or place in a data room. This example PSA is NOT intended to be a form. Nor will it highlight every issue of concern to a seller. It is just an example to focus this presentation and highlight issues covered by this presentation. Every deal is different. Every seller (and buyer) has different motivations, concerns, and personality -- which will often vary from deal to deal even with the same seller.

In addition to the example PSA, examples of possible alternative language have been provided (referred to h