HomeMy WebLinkAbout952784STATE OF WYOMING
ASSIGNMENT AND BILL OF SALE
oO O83
COUNTY OF LINCOLN KNOW ALL MEN BY THESE PRESENTS THAT:
For and in consideration of the sum of Ten and No /100 Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
ESTATE OF WILLIAM G. HELIS, a partnership, whose address is 228 St. Charles Ave.,
Suite 912, New Orleans, La, 70130 (herein called "Grantor for Ten Dollars and other good
and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), does
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and
DELIVER unto HELIS OIL GAS COMPANY, L.L.C., a Louisiana limited liability
company, whose address is 228 St. Charles Ave., Suite 912, New Orleans, La, 70130 (herein
called "Grantee the following described properties, rights, and interests in the properties (the
"Subject Properties
(a) All of Grantor's right, title and interest in and to the oil, gas and/or mineral
leases described in Exhibit A attached hereto (and any ratifications and/or amendments to
such leases, whether or not such ratifications or amendments are described in Exhibit A)
(hereinafter individually called a "Lease" and collectively called the "Leases and
(b) Without limitation of the foregoing, all other right, title and interest (of
whatever kind or character, whether legal or equitable, and whether vested or contingent)
of Grantor in and to the oil, gas and other minerals in and under or that may be produced
from the lands described in Exhibit A or described in any of the Leases (including,
without limitation, interests in oil, gas and /or mineral leases covering such lands,
overriding royalties, production payments and net profits interests in such lands or such
leases, and fee mineral interests, fee royalty interests and other interests in such oil, gas
and other minerals), even though Grantor's interest in such oil, gas and other minerals
may be incorrectly described in, or omitted from, such Exhibit A; and
(c) All right, title and interest of Grantor in and to, or otherwise derived from, any
oil, gas and /or mineral leases, overriding royalties, production payments and net profits
interests, fee mineral interests, operating rights, fee royalty interests and any other rights
pertaining to the right to produce and /or save oil gas and other minerals, covering or
pertaining to located in Campbell, Carbon, Converse, Lincoln, Sublette, Sweetwater,
Uinta and Washakie Counties, State of Wyoming; and
(d) All right, title and interest of Grantor in and to, or otherwise derived from, all
presently existing and valid oil, gas and/or mineral unitization, pooling, declarations
and /or orders, including, without limitation, all units formed under orders, rules,
regulations, or other official acts of any federal, state, or other authority having
jurisdiction, and voluntary unitization agreements, designations and /or declarations,
relating to the properties described in subsections (a) and (b) above, to the extent, and
only to the extent, such rights, titles and interests are attributable to the properties
described in subsections (a), (b) and (c) above; and
(e) All right, title and interest of Grantor in and to all presently existing and valid
production sales contracts, operating agreements, and other agreements and contracts
which relate to any of the properties described in subsections (a), (b) and (c) above, to the
extent, and only to the extent, such rights, titles and interests are attributable to the
properties described in subsections (a), (b) and (c) above; and
(f) All right, title and interest of Grantor in and to all materials, supplies,
machinery, equipment, improvements, yard inventory and other personal property and
fixtures, including, but not by way of limitation, all wells, wellhead equipment, pumping
units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities,
compression facilities, gathering systems, and other equipment, which are located on the
RECEIVED 4/5/2010 at 2:56 PM
RECEIVING 952784
BOOK: 745 PAGE: 83
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
00 P084
properties described in subsections (a), (b) and (c) above or used in connection with the
exploration, development, operation or maintenance thereof; and
(g) All of Grantor's lease files, title opinions, abstracts and other title information,
production records, well files, accounting records (but not including general financial
accounting or tax accounting records), seismic records and surveys, electric logs,
geological or geophysical data and records (to the extent that Grantor has the legal right
to transfer such seismic records and other geological and geophysical data and records to
Grantee), and other files, documents and records which directly relate to the properties
described above.
TO HAVE AND TO HOLD the Subject Properties unto Grantee, its successors and
assigns, forever.
The Subject Properties are being conveyed by Grantor "where is" and "as is and
without any warranty of title, express or implied. Grantor hereby expressly disclaims any and all
representations or warranties with respect to the Subject Properties. Specifically, as a part
(but not a limitation of) the foregoing, Grantee acknowledges that Grantor has not made, and
Grantor hereby expressly disclaims, any representation or warranty (express, implied, under
common law, by statute or otherwise) relating to titles of the Subject Properties, the condition of
the properties (INCLUDING WITHOUT LIMITATION, GRANTOR DISCLAIMS ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS), the extent of oil, gas and /or other mineral reserves, the recoverability of or the
cost of recovering any of such reserves, the value of reserves, prices (or anticipated prices) at
which production has been or will be sold, the ability to sell oil or gas production from the
Subject Properties, and the condition (including, without limitation, the environmental condition)
of the Subject Properties.
Grantee hereby (a) assumes, and agrees to timely pay and perform, all duties, obligations
and liabilities relating to the ownership and/or operation of the Subject Properties after the
Effective Date, and (b) agrees to indemnify and hold Grantor, its members, their respective
parent and subsidiary companies and other affiliates, and their directors, officers, employees and
agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or
expenses (including court costs and attorneys' fees) of any kind or character arising out of or
otherwise relating to the ownership and/or operation of the Subject Properties after the Effective
Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and
agreed that matters arising out or otherwise relating to the ownership and /or operation of the
Subject Properties after the Effective Date shall include all matters arising out of the condition of
the Subject Properties on the Effective Date (including, without limitation, within such matters
all obligations to properly plug and abandon, or replug and re- abandon, wells located on the
Subject Properties, to restore the surface of the Subject Properties and to comply with, or to bring
the Subject Properties into compliance with, applicable environmental laws, including
conducting any remediation activities which may be required on or otherwise in connection with
activities on the Subject Properties), regardless of when the events occurred which give rise to
such condition (and regardless of whether Grantor, its officers, employees, agents, members or
other representatives, were wholly or partially negligent or otherwise, at fault), and the above
provided for assumptions and indemnifications by Grantee shall expressly cover and include
such matters so arising out of such condition. This indemnification expressly includes any
claims that arise as a result of strict liability.
Grantor and Grantee have executed, or may execute, certain separate assignments of
individual oil, gas and mineral leases, or interests therein, which are included in the Subject
Properties, for filing with and approval by government entities or agencies who are the lessors of
such leases, or who administer such leases on behalf of such lessors. Such separate assignments
are on forms prescribed or suggested by said governmental entities and agencies, evidence the
conveyance and assignment of the applicable Subject Properties herein made, do not constitute
any additional assignment of the Subject Properties covered thereby, and are not intended to
modify and shall not modify any of the terms and conditions contained herein. Such separate
assignments shall be deemed to contain all of the terms and provisions hereof, as fully and to all
intents and purposes as though the same were set forth in each such separate assignments.
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IN WITNESS WHEREOF, this Conveyance has been executed and delivered on
this the �N� day of March, 2010, effective as to runs of oil and deliveries of
gas, and for all other purposes, as of 7:00 o'clock a.m. local time at the location of the
Subject Properties, respectively, on January 1, 2010 (the "Effective Date
GRANTOR:
ESTATE OF WILLIAM G. HELIS, A PARTNERSHIP
By:
By:
Davi Kerstein
General Agent
GRANTEE:
HELIS OIL GAS COMPANY, L.L.C.
By Helis Energy, L.L.C., Managing Member
Davi resident_
State of Louisiana
Parish of Orleans
On this day of March, 2010, before me, the undersigned, in and for said County and State,
personally appeared David A. Kerstein, known to me to be the General Agent of the Estate of
William G. Helis, a partnership, a Louisiana partnership, that executed the above instrument or
the person who executed the instrument on behalf of said partnership and acknowledged to me
that such partnership executed the same as its free and voluntary act and deed for the uses and
purposes therein set forth.
WITNESS my hand and official seal.
(S E A L)
State of Louisiana
Parish of Orleans
LINDA ALBE REEG, Notary Public
No. 61236, Sta'� of Louisiana
Parish of Organs
My Commis ion expire; at 0 nth
WITNESS my hand and official seal.
(S E A L)
LINDA ALBE REEG, Notary Nb9
Pao. 61936, State of Loili :ara
Parish of Orleans
My Commission expires at Da 3t
ACKNOWLEDGEMENT
NOTARY PUBLIC
Printed Name:
Parish of State of Louisiana
La. Notary ID# /La. Bar Roll#
Notary's commission expires:
ACKNOWLEDGEMENT
On this day of March, 2010, before me, the undersigned, in and for said County and
State, personally appeared David A. Kerstein, known to me to be the President of Helis Energy,
L.L.C., Managing Member of Helis Oil Gas Company, L.L.C., a manager- managed
Louisiana limited liability company, and that said instrument was signed on behalf of said
company, by authority of its Board of Directors and said David A. Kerstein acknowledged said
instrument to be the free act and deed of said company in the capacity therein stated.
NOTARY PUBLIC $6---19—(2
Printed Name:
Parish of State of Louisiana
La. Notary ID# /La. Bar Roll#
Notary's commission expires:
000086
(Wyoming)
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