TERMS:
Auction Premium: There will be a 10% Auction Premium added to the winning bid. The sum of the winning bid plus the Auction Premium shall constitute the total purchase price.
ONLINE AUCTION ENDING TIMES:
Ford Brothers, Inc. Online Auctions are timed events, and all bidding will close at the specified time. Ford Brothers, Inc. Online Auctions feature an auto-extend function. If a bid is placed within the final five (5) minutes of an auction, the auction ending time will automatically extend an additional five (5) minutes from the time the bid was placed. Example: If an auction scheduled to close at 6:00 PM receives a bid at 5:59 PM, the closing time will automatically extend to 6:05 PM. The auto-extend feature remains active until no further bids are received within a five (5) minute period.
STAGGERED CLOSING:
This online auction features staggered closing intervals. Depending upon the size of the auction and number of lots, multiple lots may begin closing simultaneously in scheduled intervals. Please monitor the countdown timer for the specific closing time of each lot and review auction announcements for additional details regarding staggered closing intervals.
SERVER, SOFTWARE & INTERNET ISSUES:
In the event of technical difficulties related to the server, software, internet connectivity, mobile devices, computers, or any other online auction-related technologies, Ford Brothers, Inc. reserves the right to extend bidding, continue bidding, reopen bidding, close bidding, cancel bidding, or resell any item(s) at its sole discretion. Neither the company providing the software nor Ford Brothers, Inc. shall be held responsible for missed bids, delayed bids, failed bids, internet outages, loss of connectivity, bidder device malfunctions, or the failure of the software to function properly for any reason. Email notifications may be sent to registered bidders with updated information as deemed necessary by Ford Brothers, Inc.
Ford Brothers, Inc. reserves the right to reject any bid, suspend bidding activity, revoke bidding privileges, remove any bidder, or deny access to the auction platform at its sole discretion.
In the event of a disputed bid, tie bid, bidding interruption, clerking issue, lotting issue, quantity issue, or other auction-related dispute, Ford Brothers, Inc. reserves the right to determine the successful bidder, reopen bidding, continue bidding, cancel bidding, remove any item(s), or resell any item(s) at its sole discretion. All decisions of the Auctioneer shall be final.
Natural Gas Asset – As-Is Sale:
NOTICE TO BIDDERS: This auction involves the transfer of seven natural gas wells and an operating natural gas gathering system. Prospective bidders should verify their eligibility to become a Kentucky oil and gas operator and their ability to satisfy all applicable bonding and regulatory requirements before bidding.
The natural gas wells, gathering system, compressor station, pipelines, equipment, fixtures, improvements, and all associated assets are being sold in their present AS-IS, WHERE-IS, WITH ALL FAULTS condition, with no warranties or guarantees of any kind, whether express or implied. The Seller and Auctioneer make no representations regarding the condition, functionality, merchantability, fitness for a particular purpose, future production, remaining economic life, profitability, or performance of any well, compressor, gathering line, pipeline, electrical equipment, meters, regulators, separators, tanks, valves, or other equipment associated with the operation. Buyer acknowledges that they have had adequate opportunity to inspect the property and assets and accepts the entire operation in its present condition.
Production Disclaimer
All historical production information, revenue statements, royalty information, expense records, operating history, utility bills, insurance information, maps, photographs, and other materials provided by the Seller are furnished solely for informational purposes. While believed to be accurate, neither the Seller nor Auctioneer guarantees the accuracy or completeness of such information. Past production and historical income are not indicative of future production or future profitability. Buyer acknowledges that natural gas production is subject to natural decline, changing reservoir conditions, equipment failures, market fluctuations, operating costs, and numerous other variables beyond the control of the Seller or Auctioneer.
Well Status Disclaimer
Information regarding the operating status of individual wells has been provided by the Seller and is believed to be accurate; however, no warranty is made regarding the current or future operational status of any well. The Seller believes that six (6) wells are currently producing and that Well No. 6 is presently not producing and may require repair, additional work, or further drilling before returning to production. Buyer acknowledges that the production status of any well may change at any time and accepts all risks associated with future operation.
Mechanical Condition
Buyer acknowledges that the mechanical condition of all wells, gathering lines, compressor station, electrical systems, pipelines, valves, regulators, meters, compressors, motors, tanks, separators, and related equipment has not been independently inspected or certified by the Seller or Auctioneer. Buyer assumes all responsibility for repairs, maintenance, replacement, upgrades, and continued operation following closing.
No Reserve or Engineering Reports
No engineering reports, reserve studies, reserve estimates, production forecasts, or economic projections have been prepared or provided unless specifically stated. Neither the Seller nor Auctioneer makes any representation regarding remaining recoverable reserves, estimated future production, estimated remaining well life, or the value of the underground natural gas reserves. Buyer is encouraged to consult petroleum engineers or other qualified professionals prior to bidding.
Equipment Included
The sale shall include only those wells, gathering lines, compressor station improvements, and equipment owned by the Seller that are associated with this natural gas operation. Any equipment owned by utility companies, pipeline companies, governmental agencies, contractors, or third parties shall not convey unless specifically identified in the closing documents.
Existing Leases, Easements, and Rights-of-Way
Buyer acknowledges that the operation of the natural gas wells is dependent upon existing oil and gas leases, gathering agreements, easements, rights-of-way, utility agreements, access agreements, and other recorded or unrecorded operating agreements. Buyer accepts all such agreements subject to the Seller's ownership interest and shall rely solely upon their own investigation regarding the nature and extent of such rights.
Environmental Responsibility
Buyer acknowledges that ownership and operation of oil and gas assets involve environmental responsibilities. Upon closing, Buyer assumes all responsibility for environmental compliance, remediation, reclamation, regulatory compliance, spills, releases, contamination, plugging obligations, abandonment requirements, and any other environmental liabilities associated with the property and assets. Seller and Auctioneer make no warranties regarding environmental conditions.
Regulatory Compliance
Following closing, Buyer shall be solely responsible for obtaining and maintaining all permits, licenses, operator registrations, gathering line licenses, bonding requirements, production reporting, safety compliance, inspections, and all other requirements imposed by the Kentucky Division of Oil and Gas or any other governmental agency. Buyer shall be responsible for all costs associated with transferring operatorship and maintaining the operation in compliance with applicable laws and regulations.
Royalties, Taxes, and Operating Expenses
Buyer shall assume responsibility after closing for all future operating expenses, utility costs, insurance premiums, maintenance, labor, supplies, royalties, overriding royalties, severance taxes, ad valorem taxes, regulatory fees, gathering line license fees, and any other expenses associated with ownership and operation of the natural gas system.
Utilities and Operating Costs
Historical utility bills, maintenance expenses, insurance premiums, royalty payments, and operating costs are provided solely as historical information and should not be interpreted as future operating expenses. Actual costs may increase or decrease substantially due to market conditions, equipment failures, repairs, weather, utility rate changes, or other factors. Buyer assumes all future operating costs following closing.
Due Diligence
Buyer is strongly encouraged to perform all desired inspections and investigations prior to bidding, including but not limited to reviewing production records, operating expenses, royalty obligations, leases, easements, maps, regulatory filings, equipment condition, compressor station, gathering system, utility costs, insurance records, and all other matters affecting the operation. No inspection, financing, engineering, environmental, or other contingency shall be permitted after the auction concludes.
No Reliance
Buyer acknowledges that they are purchasing the property and associated assets based solely upon their own independent investigation and not upon any oral statements, advertisements, brochures, photographs, maps, production summaries, income statements, expense summaries, or other information provided by the Seller or Auctioneer except as specifically contained in the Purchase Agreement. Any oral statements made prior to or during the auction are for informational purposes only and shall not modify or supersede the written Terms and Conditions.
Auctioneer Disclaimer
Auctioneer has not independently verified production records, income reports, expense statements, reserve estimates, equipment condition, environmental compliance, leasehold interests, ownership interests, regulatory compliance, or the mechanical condition of the wells or associated equipment. All information has been supplied by the Seller or obtained from sources believed to be reliable but is not guaranteed. Buyers are solely responsible for independently verifying all information prior to bidding.
Assumption of Risk
Buyer acknowledges that ownership and operation of natural gas wells is inherently speculative and involves significant operational, financial, regulatory, environmental, and mechanical risks. Production volumes, commodity prices, equipment failures, declining reservoir pressures, regulatory changes, weather events, operating expenses, and other unforeseen circumstances may materially affect the future profitability and operation of the assets. By submitting a bid, Buyer expressly assumes all risks associated with ownership and operation of the natural gas wells, gathering system, compressor station, and related equipment following closing.
The successful bidder is purchasing an ongoing natural gas production operation consisting of seven (7) natural gas wells, a central compressor station, gathering line system, and associated equipment as a single operating unit. Buyer acknowledges that continued operation, production, maintenance, regulatory compliance, and profitability shall become the sole responsibility of the Buyer immediately upon closing.
BIDDER VERIFICATION:
The identity of all bidders will be verified. Bidding rights are provisional, and Ford Brothers, Inc. reserves the right to reject any bidder registration if complete verification is not possible or if there are concerns regarding the bidder’s eligibility, conduct, financial ability, or bidding history.
Bidders agree to keep their username, password, and bidder information confidential and are responsible for all activity associated with their account.
By registering and placing bids, bidder acknowledges acceptance of all auction terms and conditions. Electronic records, electronic signatures, acknowledgements, and bidding activity shall be deemed valid and enforceable pursuant to applicable Kentucky law.
All descriptions, photographs, dimensions, and information provided are believed to be accurate but are not guaranteed. Auctioneer makes no warranty or guarantee of any kind regarding condition, authenticity, provenance, manufacturer, age, source, completeness, suitability, operability, or fitness for a particular purpose.
Ford Brothers, Inc. reserves the right to modify, change, remove, merge, split, regroup, or withdraw any lot or item prior to or during the auction process.
SALES TAX:
Kentucky Sales Tax (6%) shall be added to the purchase price where applicable. Dealers, agricultural exemptions, and resale tax-exempt purchasers must provide proper documentation acceptable to the Auctioneer at the time of payment.
AUCTION BIDDER DEFAULT:
Default by Buyer: If the Buyer fails to comply with any of the terms and conditions of the auction, including but not limited to failure to make payment, failure to remove purchased items, failure to complete the purchase transaction, chargeback attempts, payment reversals, or failure to otherwise comply with auction terms, the Buyer shall be deemed to be in default. Failure to complete payment and removal of purchased items shall constitute a material breach of the auction terms.
Seller’s and Ford Brothers, Inc.’s Remedies: Upon default by the Buyer, Seller and/or Ford Brothers, Inc. may elect, in their sole discretion, to pursue any one or more of the following remedies, in addition to any remedies otherwise available under Kentucky law:
- FORFEITURE OF PURCHASES & PAYMENTS
Any payments made by Buyer may be retained by Seller and/or Ford Brothers, Inc. as liquidated damages and not as a penalty, pursuant to applicable Kentucky law.
- RESALE OF PROPERTY
Seller and/or Ford Brothers, Inc. may resell any item(s) purchased by the defaulting Buyer through public auction, private sale, or any other method deemed appropriate. Buyer shall be liable for any deficiency between the original purchase price and resale price, together with all commissions, costs, attorney fees, labor expenses, advertising expenses, storage fees, transportation costs, and resale expenses incurred.
- COLLECTION COSTS & ATTORNEY FEES
Buyer shall be responsible for all attorney fees, court costs, collection expenses, chargeback fees, and litigation expenses incurred by Seller and/or Ford Brothers, Inc. resulting from Buyer’s default, to the extent permitted by Kentucky law.
- REVOCATION OF BIDDING PRIVILEGES
Any Buyer determined to be in default may, at the sole discretion of Ford Brothers, Inc., lose all bidding privileges for future Ford Brothers, Inc. auctions and affiliated MarkNet Alliance auctions.
- SURVIVAL OF OBLIGATIONS
Buyer’s obligations for deficiencies, damages, attorney fees, costs, storage fees, transportation fees, and collection expenses shall survive completion, cancellation, termination, or resale of the transaction.
GOVERNING LAW & VENUE:
All auction terms, conditions, bidding activity, purchases, disputes, and related transactions shall be governed by and interpreted in accordance with the laws of the Commonwealth of Kentucky.
Any dispute between Ford Brothers, Inc., its agents, representatives, Seller(s), and/or Buyer(s) shall be brought exclusively in a court of competent jurisdiction in Pulaski County, Kentucky.
AGENCY:
Ford Brothers, Inc., its agents, and representatives are acting solely as agents of the Seller.
Buyer and/or Bidder agrees to indemnify and hold harmless Ford Brothers, Inc., its agents, representatives, officers, employees, and Seller(s) from any and all claims, damages, liabilities, lawsuits, judgments, costs, expenses, or fees arising out of or related to the auction, bidding process, purchase transaction, removal of items, transportation of items, or use of purchased property, to the extent permitted by Kentucky law.
CHANGES TO TERMS & CONDITIONS:
Ford Brothers, Inc. reserves the right to alter, modify, update, or amend these terms and conditions at any time by posting updated terms on the auction website. Continued use of the auction platform constitutes acceptance of all current terms and conditions.
AUCTION COMPANY BIDDING:
Auction company employees, affiliates, owners, and/or the auction company may bid on and purchase auction items as permitted by Kentucky law.
TIME IS OF THE ESSENCE:
TIME IS OF THE ESSENCE regarding all auction terms, payment obligations, pickup requirements, and removal deadlines.
For additional information, contact Ford Brothers, Inc. Auctioneers at 606-679-2212.
Ron Shaw, Auctioneer
