HomeMy WebLinkAbout962839ASSIGNMENT, CONVEYANCE AND BILL OF SALE
RECEIVED 1/20/2012 at 9:59 AM
RECEIVING 962839
BOOK: 779 PAGE: 584
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
u 84
PLANTATION OPERATING, LLC, whose address is 4700 W. Sam Houston Pkwy.
N., Suite 140, Houston, TX 77041 (hereinafter referred to as "Assignor for and in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell,
assign, transfer and convey to DAVIS LAND MINERALS, INC., whose address is P. O.
Box 79188, Houston, Texas 77279 -9188, (hereinafter referred to as "Assignee without
warranty of title of any kind, express or implied, and subject to the terms and conditions
hereinafter set out, all of Assignor's right, title and interest in, to and under (i) the oil and gas
leases described in Exhibits "A" and attached hereto and made a part hereof, and the oil and gas
leasehold estates created thereunder, insofar and only insofar as it covers the lands described in
Exhibit "A" hereto, even though Assignor's interest in such leases or leasehold estates may be
incorrectly described in said Exhibits, (ii) all real, personal and intangible property rights
appurtenant to such lands and leases listed on Exhibit `B," including, without limitation, the
following (all of Assignor's right, title and interest described below being hereinafter collectively
referred to as the "Interests
a. Leasehold interests in oil, gas or other minerals, including, without limitation,
working interests, carried working interests, rights of assignment and reassignment and other
interests under or in the oil and gas leases, and interests in rights to explore for and produce oil,
gas and other minerals;
b. Fee interests in oil, gas or other minerals, including, without limitation, rights
under mineral deeds, conveyances or assignments;
c. Royalties, overriding royalties, production payments, rights to take royalties in
kind, or other interests in production of oil, gas or other minerals;
d. Rights and interests in or derived from unit agreements, orders and decisions of
state and federal regulatory authorities establishing units, joint operating agreements, enhanced
recovery and injection agreements, gas sales contracts, farmout agreements and farmin
agreements, options, drilling agreements, exploration agreements, assignments of operating
rights, working interests and subleases;
e. Rights -of -way, easements, servitudes and franchises acquired or used in
connection with operations for the exploration and production of oil, gas or other minerals;
f. Permits and licenses of any nature owned, held or operated in connection with
operations for the exploration and production of oil, gas or other minerals, to the extent such
permits and licenses are transferable;
g. Rights and interests in and to the wells, machinery, equipment, fixtures, related
inventory and personal property located on and used in connection with the operation of the
property described in Exhibit `B" attached hereto.
THIS Assignment, Conveyance and Bill of Sale, hereinafter referred to as "Conveyance"
shall be subject to the following terms, conditions or exceptions:
1. This Conveyance shall be effective as of the 1 day of July, 2011, at 7:00 a.m.,
local time "Effective Time
2. The Interests herein assigned and conveyed shall be subject to all instruments and
agreements through which Assignor derived its title or to which the same are subject.
3. To the extent transferable, Assignee shall have the right of full substitution and
subrogation in and to any and all rights and actions or warranty which Assignor has or may have
with respect to the Interest conveyed hereunder of which Assignor has or may have against any
and all preceding owners, vendors or warrantors.
4. ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THE INTERESTS
ARE TO BE CONVEYED WITHOUT WARRANTY OF TITLE. THE INTERESTS ARE
CONVEYED HEREIN BY ASSIGNOR "AS IS, WHERE IS" AND IN THEIR PRESENT
CONDITION WITH ALL FAULTS. ASSIGNOR HAS NOT MADE, DOES NOT HEREBY
MAKE AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, AT COMMON
LAW, BY STATUTE, OR OTHERWISE, ORAL OR WRITTEN, PAST, PRESENT, OR
FUTURE AS TO, CONCERNING OR WITH RESPECT TO THE INTERESTS, INCLUDING
BUT NOT LIMITED TO (AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING), THE FOLLOWING: (A) ANY GEOLOGICAL, SEISMIC AND OTHER
GEOPHYSICAL DATA; THE EXISTENCE OR EXTENT OF OIL, GAS OR MINERAL
RESERVES; THE RECOVERABILITY OF OR COST OF RECOVERING ANY SUCH
RESERVES; THE VALUE OF SUCH RESERVES; ANY PRODUCT PRICING
ASSUMPTIONS; AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER
CLOSING; (B) THE NATURES, QUALITY OR CONDITION OF THE INTERESTS
INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL OR GEOLOGY OF THE
PROPERTY SUBJECT TO THE LEASES; (C) THE EXISTING SOIL CONDITIONS OR
OTHER CONDITIONS OR ANY PROPERTY SUBJECT TO THE LEASES; (D) THE
INCOME TO BE DERIVED FROM ANY OF THE INTERESTS; (E) THE SUITABILITY
FOR ANY AND ALL ACTIVITIES AND USES WHICH ASSIGNEE MAY CONDUCT
THEREON OR THEREWITH; (F) THE COMPLIANCE OF THE INTERESTS, OR THEIR
OPERATION, WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OR ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (G) THE HABITABILITY,
SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE INTERESTS; (H) THE GOOD AND WORKMANLIKE CONSTRUCTION OF THE
EQUIPMENT; (I) THE DESIGN OF THE EQUIPMENT; (J) THE NATURE OR QUALITY
OF THE CONSTRUCTION, STRUCTURAL DESIGN AND /OR ENGINEERING OF THE
EQUIPMENT; (K) THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN
THE EQUIPMENT; (L) THE COMPOSITION OF THE MATERIALS INCLUDED IN THE
EQUIPMENT; OR (M) ANY OTHER MATTER WITH RESPECT TO THE EQUIPMENT.
WITHOUT LIMITING ANY OF THE FOREGOING, ASSIGNOR HAS NOT MADE, DOES
NOT MAKE AND SPECIFICALLY DISLCLAIMS ANY REPRESENTATIONS OR
WARRANTIES REGARDING (i) THE PRESENCE OR ABSENCE FROM THE LANDS
COVERED BY THE INTERESTS OF HAZARDOUS SUBSTANCES AND /OR SOLID
WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL PROTECTION AGENCY
REGULATIONS PROMULGATED PURSUANT TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS
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AMENDED "CERCLA OR (ii) THE COMPLIANCE OR NONCOMPLIANCE OF THE
INTERESTS WITH CERCLA, THE RESOURCE CONSERVATION AND RECOVERY ACT,
THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL CLEAN AIR ACT
(AS ANY OF THE SAME MAY HAVE BEEN AMENDED FROM TIME TO TIME), OR
ANY OTHER STATUTE, LAW, ORDINANCE, REGULATION, ORDER OR DECREE
RELATING TO ENVIRONMENTAL MATTERS.
5. As used in this Paragraph 5, and in the subparagraphs hereunder, "claims" shall
include claims, demands, causes of action, liabilities, damages, penalties and judgments of any
kind or character arising out of or in any way connected with the Interests and all costs and fees
in connection therewith.
a. Assignee shall (i) be responsible for any and all claims arising from the
production and sale of hydrocarbons from the Interests assigned hereunder, including the
accounting or payment to third parties of monies attributable to their interests in such production,
insofar as such claims relate to hydrocarbons produced from the Interests and sold after the
Effective Time, (ii) at the Effective Time assume and be responsible for and comply with all
duties and obligations of Assignor, express or implied, with respect to the Interests under or by
virtue of any lease, contract, agreement, document, permit, applicable statute or rule, regulation
or order of any governmental authority or at common law (specifically including, without
limitation, any governmental request or requirement to plug, re -plug and/or abandon any well of
whatsoever type, status or classification, or take any clean up or other action with respect to the
Interests) and (iii) defend, indemnify and hold Assignor harmless from any and all claims,
including, but not limited to, any and all claims in favor of any person or governmental authority
for personal injury, death or damage to property or to the environment, or for any other relief,
arising directly or indirectly from, or incident to, the use, occupation, operation, maintenance or
abandonment of any of the Interests, or conditions of the Interests, whether latent or patent, and
whether arising from or contributed to by the negligence in any form of Assignor, its agents,
employees or contractors, and asserted against Assignee and/or Assignor after the Effective
Time, whether or not any such claims result from conditions, existing, or actions or inactions
occurring, at or before the Effective Time.
b. Assignor shall (i) be responsible for any and all claims arising from the
production and sale of hydrocarbons from the Interests assigned hereunder, including the
accounting or payment to third parties of monies attributable to their interests in such production,
insofar as such claims relate to hydrocarbons produced and sold prior to the Effective Time and
(ii) defend, indemnify and hold Assignee harmless from any and all claims asserted against
Assignor prior to the Effective time.
Assignee shall pay and defend and hold Assignor harmless with respect to the payment of
all ad valorem taxes on the Interests for the 2011 Tax Period and thereafter, together with any
interest or penalty assessed thereon. Regardless of the foregoing, Assignor agrees to reimburse
Assignee, upon evidence from Assignee that such taxes have been paid, Assignor's proportionate
share of taxes in respect to its ownership of the Interests during the Tax Period.
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Assignee shall further defend and hold Assignor harmless with respect to the payment of
sales taxes or other taxes in connection with this Assignment, if any, including interest or penalty
assessed thereon.
All taxes (other than ad valorem and income taxes) which are imposed on or with respect
to the production of oil, natural gas or other hydrocarbons or minerals or the receipt of proceeds
therefrom (including but not limited to severance, production and excise taxes) shall be
apportioned between the parties as follows: (i) Payment or withholding of all such taxes
applicable or relating to production sold prior to the Effective Time and filing of all statements,
returns and documents pertinent thereto shall be the responsibility of Assignor; and (ii) Payment
or withholding of all such taxes applicable or relating to production sold from and after the
Effective Time and the filing of all statements, returns, and documents incident thereto shall be
the responsibility of Assignee.
Each of the parties hereto shall execute, acknowledge and deliver to the other such
further instruments, conveyances, deeds, acquittances, division orders and transfer orders, and
take such other actions as may be reasonably necessary to carry out the provisions of this
Conveyance. However, Assignee shall assume all responsibility for notifying the purchaser of
oil and gas production from the Interests, and such other designated persons who may be
responsible for disbursing payments for the purchase of such production, of the change of
ownership of the Interests. Assignee shall take all actions necessary to effectuate the transfer of
such payments to Assignee as of the Effective Time. Assignor shall have no responsibility or
liability for the proper distribution of proceeds from and after the Effective Time.
The terms and conditions contained herein shall constitute covenants running with the
land and shall be binding upon the parties hereto, their legal representatives, successors, assigns
and heirs.
Assignee joins in the execution hereof for the purpose of being bound by all of the terms,
provisions, obligations and covenants herein specified.
TO HAVE AND TO HOLD unto Assignee, its legal representatives, successors, assigns
and heirs, in accordance with the terms and provisions hereof.
IN WITNESS WHEREOF, this Conveyance is executed this 31st day of August, 2011,
but shall be effective as of the Effective Time, for all purposes.
ASSIGNOR:
PLANTATION QPERATING, LLC
Thomas C. Meneley, President
STATE OF TEXAS
COUNTY OF HARRIS
STATE OF TEXAS
COUNTY OF HARRIS
ASSIGNEE:
DAVIS LAND MINERALS, INC.
By: 4
ACKNOWLEDGMENTS
A. Ra Davis, President
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This instrument was acknowledged before me on the 31st day of August, 2011, by
Thomas C. Meneley, President of Plantation Operating, LLC, a Delaware Limited Liability
Company, on behalf of said company.
Given under my hand and seal of office this 31st day of August, 2011.
KAYLEIGH ENTSMINGER
qY PU of Texas
_��a��•' e, y Public, Notary State
My Commission ExP Tres
December 20, 2014
ate of Texas
This instrument was acknowledged before me on the 31st day of August, 2011, by A.
Ray Davis, President of Davis Land Minerals, Inc., a Texas corporation, on behalf of said
corporation.
Given under my hand and seal of office this 31st day of August, 2011.
ate of Texas
EXHIBIT "A"
Attached to and made a part of that certain Assignment, Conveyance and Bill of Sale
between Plantation Operating, LLC, as Assignor,
and Davis Land Minerals, Inc., as Assignee.
The leases and wells described are subject to the subsurface depths and formations, if any, set
forth in Exhibit `B."
OIL AND GAS LEASES
PROPERTIES IN LINCOLN COUNTY, WYOMING
a) United States Oil and Gas Lease W- 44027, dated May 1, 1974
b) State of Wyoming Oil and Gas Lease #74 -14290
END OF EXHIBIT "A"
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00589
Property
Name
Description
Wyoming
T19N -R121 W: Sec 36: Lots 1,2,3,4, E/2 E /2; Surface to 7,805' in Bridger Creek Unit 2 -20,
from 7,805' to deepest formation penetrated in that well and below base of deepest formation
penetrated in that well, Lincoln Co., WY
Wyoming
T19N -R121 W: Sec 12: Lots 5,6,7,8; Sec 13: Lots 5, 6, 7, 8; Sec. 24: Lots 5, 6, Lincoln Co.,
WY
End of Exhibit "B"
Ex 'B"
Assignment, Conveyance and Bill of Sale
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