HomeMy WebLinkAbout873245ASSIGNMENT AND BILL OF SALE
RECEIVED
LINCOLN COUNTY CLERK
,~y 873245 01 MAY ILI 9+05
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KEMMERER, WYOMING
Mary Ellen Winn, whose address is 6013 75th Street, Lubbock, Texas 79424,
("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 The Mary Ellen Winn Trust, 6013 75th Street,
Lubbock, Texas 79424, ("Assignee"), all of Assignor's right, title and interest in and to the
following:
0) All of Assignor's interest in, to and under the oil and gas leases, leasehold
interests, mineral fee interests, rights and interests attributable or allocable
to the oil and gas leases or leasehold interests by virtue of pooling,
unitization, comm unitization, and operating agreements, licenses, permits,
and other agreements, all more particularly described on Exhibit "A" hereto,
together with identical undivided interests in and to all the property and
rights incident thereto (collectively the "Leases"), including, but not limited
to, all rights in, to and under all agreements, product purchase and sale
contracts, including any and all past, present, and future take-or-pay claims,
leases, permits, rights-of-way, easements, licenses, farmouts, farmins,
options, orders, and other contracts or agreements of a similar nature in any
way relating thereto;
(ii) All of Assignor's interest in and to all of the wells, equipment, materials and
other personal property, fixtures and improvements on the Leases as of the
Effective Time (as hereinafter defined), appurtenant thereto or used or
obtained in connection with the Leases or with the production, treatment,
sale or disposal of hydrocarbons or waste produced therefrom or attributable
thereto, and all other appurtenances thereunto belonging (the "Equipment");
(iii) All other leasehold interests, royalty and overriding royalty interests owned
by Assignor in, to and under the Leases or attributable to production
therefrom;
(iv) All unitization, communitization, pooling, and operating agreements, and the
units created thereby which relate to the Leases or interests therein
described in Exhibit "A" or which relate to any units or wells located on the
Leases, including any and all units formed under orders, regulations, rules,
and other official acts of the governmental authority having jurisdiction,
together with any right, title and interest created thereby in the Leases;
(v) All of Assignor's rights to claim revenues or gas resulting from any
underproduction attributable to Assignor's interest in the Leases; and
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(vi) All lease files, land files, well files, oil and gas sales contracts files, gas
processing files, division order files, abstracts, title opinions, and all other
books, files, maps, logs, and records, and all rights thereto, of Assignor
related to and necessary to the realization of value by Assignee of any of
the property purchased hereunder.
All of Assignor's interest in the above-mentioned assets is herein collectively referred to as
the "Interests."
TO HAVE AND TO HOLD the Interests unto Assignee, its successors and assigns,
forever, subject to the following terms and conditions:
1. All costs, expenses and obligations relating to the Interests which were incurred or
accrued prior to the Effective Time shall be paid and discharged by Assignor, and
all costs, expenses and obligations relating to the Interests which were incurred or
accrue after the Effective Time shall be paid and discharged by Assignee.
Assignor shall be entitled to all proceeds of production attributable to the Interests
and accruing to the period prior to the Effective Time. Assignee shall be entitled to
all proceeds of production attributable to the Interests and accruing to the period on
and after the Effective Time.
2. Assignee shall assume, as of the Effective Time, all contractual obligations of
Assignor related to the Interests which are recorded; provided, however, Buyer
shall not assume any claims arising out of the production or sale of hydrocarbons
from the Interests, or the proper accounting or payment to parties for their interests
therein, prior to the Effective Time or any other claim or demand against, or liability
or obligation of Assignor arising from any act or omission whatsoever of Assignor,
prior to the Effective Time, whether such claim, demand, liability or obligation is
fixed or contingent, and whether the same arises by contract, tort or otherwise.
Assignee shall, to the fullest extent permitted by law, protect, defend, indemnify
and hold Assignor and its directors, officers, employees, agents and
representatives of each of them, harmless from and against any and all claims,
losses, damages, costs, expenses, diminutions in value, suits, causes of action or
judgments of any kind or character with respect to any and all liabilities and
obligations or alleged or threatened liabilities and obligations, including, but not
limited to, any interest, penalty and any attorneys' fees and other costs and
expenses incurred in connection with investigating or defending any claims or
actions, whether or not resulting in any liability, attributable to or arising out of
Assignee's ownership or operation of the Interests subsequent to the Effective
Time. Assignor shall, to the fullest extent permitted by law, protect, defend,
indemnify and hold Assignee and its affiliates, including its directors, officers,
employees, agents and representatives of each of them, harmless from and against
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any and all claims, losses, damages, costs, expenses, diminutions in value, suits,
causes of action or judgments of any kind or character with respect to any and all
liabilities and obligations or alleged or threatened liabilities and obligations,
including, but not limited to, any interest, penalty and any attorneys' fees and other
costs and expenses incurred in connection with investigating or defending any
claims or actions, whether or not resulting in any liability, attributable to or arising
out of Assignor's ownership or operation of the Interests prior to the Effective Time.
THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED WITHOUT ANY
WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED; PROVIDED,
HOWEVER, ASSIGNOR SHALL SPECIALLY WARRANT AND AGREE TO
DEFEND THE TITLE TO THE INTERESTS AS SET FORTH ON EXHIBIT "A"
HERETO AGAINST THE LAWFUL CLAIMS AND DEMANDS OF ALL PERSONS
OR ENTITIES CLAIMING THE SAME OR ANY PART THEREOF BY, THROUGH
OR UNDER ASSIGNOR, BUT NOT OTHERWISE; HOWEVER, THIS
ASSIGNMENT AND BILL OF SALE IS MADE WITH FULL SUBSTITUTION AND
SUBROGATION IN AND TO THE RIGHTS AND ACTIONS OF WARRANTY
WHICH ASSIGNOR MAY HAVE AGAINST ALL PREDECESSORS IN TITLE TO
THE INTERESTS. ASSIGNOR MAKES NO EXPRESS OR IMPLIED WARRANTY
OR REPRESENTATION AS TO THE EQUIPMENT, WHICH SHALL BE
CONVEYED TO ASSIGNEE "AS IS, WHERE IS," AND WITH ALL FAULTS AND
DEFECTS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.
3. All ad valorem taxes, real property taxes, and similar obligations with respect to the
tax period in which the Effective Time occurs (the "current tax period") shall be
apportioned between Assignor and Assignee as of the Effective Time based on an
estimate of the immediately preceding tax period assessment, and an adjustment
shall be made in the post-closing adjustment for the amount of such estimated
taxes owed by Assignor for that portion of the current tax period prior to the
Effective Time.
4. Within one hundred twenty (120) days after the date hereof, the parties shall
undertake to agree with respect to the adjustments or payments that were not
finally determined as of the date hereof, and the amount due from Assignor or
Assignee, as the case may be, pursuant to the post-closing adjustment. Assignor
shall provide Assignee access to such of Assignor's records as may be reasonably
necessary to a determination of post-closing adjustments. Payment by Assignor or
Assignee shall be made in immediately available funds within five (5) days of
agreement. If the post-closing adjustment has not been agreed upon within the
time period set forth herein, either party may seek to enforce any rights it claims
hereunder.
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5. This Assignment and Bill of Sale shall inure to the benefit of and be binding upon
the parties hereto, their heirs, successors and assigns.
6. Incidental and subsequent to the date hereof, each of the parties shall execute,
acknowledge, and deliver to the other such further instruments, and take such other
actions as may be reasonably necessary to carry out the provisions of this
Assignment and Bill of Sale.
7. This Assignment and Bill of Sale may be executed by Assignor and Assignee in
any number of counterparts, each of which shall be deemed an original instrument,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this instrument is executed the ~ day of
, 2000, but shall be effective as of the day of ,
200f (the ' ffe tive Time").
ASSIGNOR
By:
Mary Elie inn
ASSIGNEE
By:
Mary E en, in , Trustee of The
Mary Elle Wi Trust
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Winn, Co-Trustee of The
P~ncer
Ilen Winn Trust
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STATE OF
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COUNTY OF z. )
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The foregoing instrument was acknowledged before me this 6? day of
C , 20+by Mary Ellen Winn, an individual and as Trustee of The Mary
Ellen W n Trust. ,p /
My Commission Expires
STATE OF )
SS.
COUNTY OF ,14r )
L.E. CRITES
. Notary Public, State of Texas
spy my commission Expires 8.4-2004
Th foregoing instrument was acknowledged before me this day of
264--by J. Spencer Winn, Co-Trustee of The Mary Ellen Winn Trust.
,?ev /
My Commission Expires
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Notary
Z 4~pv iu n
L.E. CRITES
• Notary Public, Stale of Texas
m y My Commission Expires 8.42004
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EXHIBIT "A"
Attached to and made a part of that certain Assignment and Bill of Sale between
Mary Ellen Winn as Assignor and The Mary Ellen Winn Trust as Assignee.
Effective ' 100
LEASE NUMBER
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
ACRES:
LEASE NUMBER:
LESSOR:
LEASE DATE:
RECORDED:
DESCRIPTION:
LEASE NUMBER:
LESSOR:
LEASE DATE:
RECORDED:
DESCRIPTION:
67-8942
State of Wyoming
Mary Ellen Winn
October 2, 1967
All Sec. 16; N/2 Sec.36 T21 N-R1 12W 6th PM
Lincoln County, WY
960.00 m/I
WY-5305
United States of America
May 1, 1967
Township 44 North-Range 70 West, 6th PM
Section 17: Lots 9,10„5,16
Section 19: Lots 7,8,10,15,18
Section 20: Lots 1,2,7,8,9,10,15
Section 21: Lots 1,8,9,10,15,16
Section 28: Lots 1-8 containing
Campbell County, Wyoming
WYW-007992
Mary Ellen Winn
September 1, 1967
1231.040 acres
Township 25 North-Range 110 West, 6th PM
Section 31: NE/4
Section 32: N/2 containing 480.00 acres
Sweetwater County, Wyoming
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