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Home My WebLink About940505 000841. RESERVOIR 65-1 ASSIGNMENT AND BILL OF SALE TILE STATE OF WYOMING PLEASE RB1'1.mN 'Fa: . TOGAC PO ßOX 671787 HOUSTON, TX 77267-1787 NORDSTRAND ENGINEERING, INC. whose address is 3229 D'Amico Street, Suite 200, Houston, Texas 77019 ("Assignor"), for and in consideration of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, receipt of which is hereby acknowledged~ does hereby assign, transfer, grant and convey unto COUNTY OF LINCOLN § § § [Reservoir 65-1] EDWARD OIL COMPANY BOX 202 YOUNGSVILLE, PA 16371-0202 (a) The oil, gas and mineral leases and the leasehold estates created thereby, described in Exhibit A attached hereto (herein called the "Leases"), insofar and only insofar as the Leases cover and relate to the land described in Exhibit A (herein called the "Land "), together with corresponding interests in and to all the property and rights incident thereto, including all rights in any pooled or unitized acreage by virtue of the Land being a part thereof, all production from the poòl or unit allocated to any such Land, and all interests in any wells within the pool or unit associated with the Land; (b) All personal property, equipment, fixtures, and improvements appurtenant to the Leases and Lands insofar as they are used. or obtained in connection with the operation of the Leases and insofar as they cover the Lands or relate to tl1e production, treatment, sale, or disposal of hydrocarbons or water produced therefrom or attributable thereto; (c) To the extent transferable, all contracts and contractual rights, obligations, and interests, including all fannout and farmin· agreements, operating agreements, production sales and purchase contracts, saltwater disposal agreements, surface leases, division and transfer orders, and other contracts or agreements covering or affecting any or all of the interests described or referred to above; and (d) All easements, rights-of-way, licenses, authorizations, permits, and sirrùlar rights and interests applicable to, or used or useful in connection with, any or all of the above-described interests. Assignor specifically excepts from this Assignment, and reserves unto itself, and its successors and assigns, any and all interests in the Leases described on Exhibit "A" located in Lincoln County, WY01I1ÍDg, to the extent that any of such Leases cover lands other than and in addition to the Lands described on Exhibit "A". (The leasehold interests in .any additiona1lands referred to in this paragraph being herein called the "Excepted Interests"). 1 Sale 224C Lot 46.1 RECEIVED 7/14/2008 at 12:38 PM RECEIVING # 940505 BOOK: 699 PAGE: 841 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY \"°0842 RESERVOI.L 65-1 All of the above real and personal properties, rightŠ, titles, and interests described in subparagraphs (a) through (d) above, subject to the limitations and tenns expressly set forth herein and in the Exhibit "A" attached hereto, but excluding the Excepted Interests, are hereinafter collectively called the "Property". This Assignment shall be effective as of July 1, 2008, at 7:00 a.m. local time where the Property is located ("Effective Time"). Assignee hereby agrees that all oil in the lease tanks above the pipeline connections as of the Effective Time is excluded from this sale and is reserved by and remains the property of Assignor. The quantity and the grade of such oil shall be ascertained jointly by Assignor and Assignee as of the Effective Time, and Assignor will bill Assignee for the value thereof on the basis of the posted price then prevailing· in the field for oil of similar grade and quality. Further, Assignee agrees that all gas produced and the proceeds of gas produced prior to the Effective Time shallli.kewise remain the property of Assignor. TIllS ASSIGNMENT IS MADE WITHOUT WARRANTIES, EXPRESSED OR IMPLIED IN FACT OR IN LAW, AS TO TITLE, Jv.fERCHANTABll..ITY, DURABll..ITY, USE, OPERATION, FI'TNBS FOR ANY PARTICULAR PURPOSE, CONDmON OR SAFETY OF THE PROPERTY, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE. ASSIGNOR DOES NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER· MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR. ASSIGNEE HEREBY AGREES THAT IT HAS INSPECrED OR HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, INCLUDING THE LEASES AND ASSOCIA1ED AGREEMENTS, WELLS, PERSONAL PROPERTY AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME "AS IS" AND "WITH ALL FAULTS". Assignee agrees to assume all responsibility for the wells, the casing and leasehold equipment in and on said wells, and all other personal property used on or in connection therewith before, on and after the Effective Time, and Assignee agrees to indemnify, defend and hold Assignor and Assignor's directors, officers, contractors, subsidiaries, agents and employees (collectively, "Assignor Group") harmless from and against any and all liabilities, losses, claims, demands, causes of action, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees) of every kind and character (collectively, "Losses") arising out of, incident to, or in connection with the Property, or Assignee's or other parties' operations on the Property, arising or occurring before, on or after the Effective Time. Assignee acknowledges that there may have been spills of wastes, crude oil, produced water or other materials in the past onto the Property or in connection therewith. In addition, some oil field production equipment may contain asbestos or naturally occurring radioactive material 2 Sale Lot 224C 46.1 ÚOOS43 RESERVOIR 65-1 (hereinafter referred to as "NORM"). In this regard, Assignee- expressly understands that NORM may affix or attach itself to the inside of wells, materials and equipment as scale, or in other forms, and that said wells, materials and equipment located on the Property or included therein may contain NORM and that NORM-containing material may be buried or otherwise disposed of on the Property. Assignee also expressly understands that special procedures may be required for the remediation, removal, transportation and, disposal of asbestos and NORM from the Property where it may be found, and 'Assignee assumes all liability for or in connection with assessment, remediation, removal, transportation and disposal of any such materials and associated activities in accordance with all rules, regulations and requirements of governmental agencies. ASSIGNEE RELEASES ASSIGNOR GROUP FROM ANY LOSSES WITH RESPECT TO THE PROPERTY, WHETIIER OR NOT CAUSED BY OR ATIRIBUTABLE TO ASSIGNOR'S NEGLIGENCE AND WHETHER OR NOT ARISING FROM OR IN CONNECTION WITH OR DURING THE PERIOD OF ASSIGNOR'S OWNERSHIP OR USE OF THE PROPERTY. WITHOUT LIMITING THE ABOVE, ASSIGNEE WAIV:æ ITS RIGHT TO RECOVER FROM ASSIGNOR GROUP AND FOREVER RELEASES AND DISCHARGES ASSIGNOR GROUP FROM ANY AND ALL LOSSES, PENALTIES, FINES, LŒNS, JUDGMENTS, COSTS AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS), WHETIIER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDmON OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, CO¥pENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. 9601 ET. §§Q), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. 6901 ET. ~, THE CLEAN WATER ACT (33 U.S.C. 466 ET. ~, THE SAFE DRINKING WATER ACT (14 U.S.C. 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C.1801 ET SEQ.), THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. 2601-2629) AND ALL APPUCABLE STATE OR LOCAL LAWS. Assignee, its successors and assigns, hereby agrees to indemnify, defend and hold Assignor Group harmless from and against all Losses (including, but not limited to, any civil fines, penalties, èXpenses, and costs of clean-up) brought by any and all persons, including, but not limited to, Assignee's and Assignor's employees, agents or representatives and also any private citizens, persons, organizations and any agency, branch or representative of federal, state or local government, on account of any personal injury or death or damage, destruction, loss of property or contamination of natural resource (including air, soil, surface water or ground water) resulting from, arising out of any liability caused by, or connected with any environmental condition of the Property before, on or after the 'Effective Time, including, but not limited to, the presence, disposal or release of any material of any kind in, on or under the Property or other affected property, or at any time caused by or connected with acts or omissions of Assignee, its employees, representatives or agents with règard to its use, ownership or operatorship of the Property. ASSIGNEE'S 3 sale 224C Lot 46.1 (100844 RESERVOIR 65-1 INDEMNIFICATION SHALL EXTEND TO AND INCLUDE (I) THE NEGLIGENCE OF ASSIGNOR GROUP, ASSIGNEE AND PARTIES ACTING ON BEHALF OF ASSIGNEE, WHETHER SUCH NEGLIGENCE IS ACTIVE OR P ASSlVE, JOINT, SOLE OR CONCURRENT AND (ll) ASSIGNOR'S STRICT LIABILITY. This indemnification shall be in addition to any other indemnity provisions contained in this Assignment, and it is expressly understood and agreed, that any terms of this paragraph· shall control. over any conflicting or contradicting terms or provisions contained in this Assignment. Assignee shall properly plug and abandon at Assignee's expense all wells herein assigned or located on the Property an~ shall, clean and restore the surface at Assignee I s expense and in accordance with the applicable lease provisions and State and Federal rules and regulations pertaining to the plugging and abandoning of such wells and the restoration of such surface. Assignee shall indemnify, defend and hold Assignor Group harmless from and against all Losses as a result of Assignee's failure to comply with the provisions of this paragraph and this Assignment. All taxes, including but not limited to ad valorem, property, severance and windfall profit taxes, shall be prorated between Assignor and Assignee as of the Effective Time, with Assignor responsible for all such taxes accruing prior thereto and Assignee respÒnsible for all such taxes accruing thereafter. Assignor will reimburse Assignee for Assignor's share of ad valorem taxes due on oil or gas produced prior to the Effective Time, but not payable until after the Effective Time. Assignee shall bear and pay any real property transfer tæces and any recording fees associated with the transfer of the Property. Assignee agrees to be solely responsible for any and all sales taxes, if any, due on equipment, material and property hereby assigned and sold, and Assignee shall remit such sales taxes to the proper taxing authority. Assignee agrees to perform all operations in compliance with all applicable Local, State, Indian and Federal laws, orders, rules and regulations, and to observe, perform and abide by all of the lease terms and provisions, express and implied, applicable to Assignor's interest in the Property. Assignee further agrees to secure the bonds, permits and other documents as required by the appropriate regulatory authority which are necessary to effectuate the transfer of interests hereby and to cau~ the release of Assignor's continued liability as lessee or operator. The parties hereto agree to execute such additional documents or instruments as necessary to transfer Assignor's ínterest in any State, Federal or Indian oil and gas properties assigned hereby to Assignee. Assignee accepts this transfer of Property subject to any and all covenants in instruments in the chain of title and to any outstanding agreements, whether recorded or not, which may include, but is not limited to, agreements for options, leases, permits, rights-of-way, easements, water disposal systems, licenses, operating agreements and production sales agreements; and' in this regard, Assignee assumes all duties and obligations associated with said outstanding agreements, including, but not limited to, all of Assignor's rights and obligations in and for any gas sales, production or transportation imbalances, whether as a result of overproduction or underproduction by Assignor. 4 Sale 224C Lot 46.1 <;"'\1\...;845 RESERVOIR 65-1 Assignor expressly reserves .the nonexclusive rights of access to and use of the right-of-ways and easements assigned herein or associated with the Leases to the extent necessary to develop or make use of any Excepted Interests, retained by Assignor herein. This Assignment and Bill of Sale shall be binding upon and inure to the benefit of the heirs, successors, personal representatives and assigns of the respective parties hereto. EXECUTED this ~ ýJ"1 day of June, 2008 but shall be effective as of the 1st day of July, 2008. (the "Effective Date"). ASSIGNOR: By: By: Name: Title: Pr:iœiµ:il 5 Sale 224C Lot 46.1 ('OCR46 STATE OF TEXAS § § COUNTY OF HARRIS § This instrument was aClæowl.edged before me on this ðay of~ 2008, by Carl H. Nordstrand, as President of Nord strand Engineering, Inc. ~. "III~".. ""~ilfí .~ !~ ',\ \~. ..;] "~:r....,,~., "?t.,,, BRENDA K. WAllS MY COMMISSION EXPIRES November 4, 2010 &~LcJcJls .p .,.' \.. 'uvS4 7 Individual Acknowledgment RESERVOIR 65-1 State of . County of § § § Before me, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instruinent, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal this the _ day of , 2008. My Commission Expires: Notary Public in and for The State of Corporate Acknowledgment State of Pennsylvania Warœn § § § County o( Before me, the undersigned authority, on this day pe.rsonally appeared JdD. E. M:ilio1 , as pr:iœi¡RI. of Fdward Oil Canr:env , a corporation known to me that he/she executed same for the purposes and consideration therein expressed, and as the act and deed of said corporation, Given under my hand and seal this the 23rdday of Jme My Commission Expires: 6 Sale 224C Lot 46.1 m r- m m 0_ m_~N '" ... m CD CD N » n :rJ m m 15 :rJ m o :rJ r- m m m tic/) 001 rti-' ro 'µI\) 0'1\) .þ. i-'n n m m o m m z n n -< ,. ... Z .. .. 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