HomeMy WebLinkAbout970069RECEIVED 3/22/2013 at 9:35 AM
RECEIVING 970069
BOOK: 807 PAGE: 326
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
STATE OF WYOMING
COUNTY OF LINCOLN
ASSIGNMENT AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS THAT:
4 u
Fabian Ditch 1 -28, 2 -28, 4 -28
PLEASE RETURN TO:
TOGAC
P O BOX 671787
HOUSTON, TX 77267 -1787
NEIL WEST, 2218 Country Club Drive, Pearland, Tx., 77581, "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
ob Slade
P O Box 759,
Euless, TX 76039
"Assignee all of Assignor's right, title and interest in and to the following:
a. the oil, gas and other mineral leases described on Exhibit A (the "Lease" or "Leases
and any overriding royalty interest, royalty interest, non working or carried interest, mineral fee
interest, operating rights and other rights and interest described on Exhibit A, together with the
lands covered thereby or pooled or unitized therewith (the "Lands together with (i) all right,
title, and interest of Assignor in and to any other mineral interest of any nature (A) located in, on,
or under the Lands, or (B) which are attributable to the proration unit or designated pooled unit
for any of the Wells (as hereinafter defined), in each case whether or not described in or omitted
from Exhibit A, (ii) all rights with respect to any pooled, communitized or unitized interest by
virtue of any Leases and Lands or the interest described in clause (i) above being a part thereof,
and (iii) all production of oil, gas and associated liquids and other hydrocarbons (the
"Hydrocarbons after the Effective Time (as hereinafter defined) from the Leases and the
Lands, and from any such pooled, communitized or unitized interest and allocated to any such
Leases and Lands or the interest described in clause (i) and (ii) above, and the Hydrocarbons
described in clause (iii) above, being collectively referred to as the "Subject Interests" or
singularly, a "Subject Interest;"
b. all easements, rights -of -way, servitudes, surface leases, surface use agreements and other
rights or agreements related to the use of the surface and subsurface (the "Surface Agreements
in each case to the extent used in connection with the operation of the Subject Interests;
c. to the extent assignable or transferable, all permits, licenses, consents, approvals or other
similar rights and privileges (the "Permits in each case to the extent used in connection with
the operation of the Subject Interests;
d. all equipment, machinery, fixtures, spare parts, inventory and other personal property
(including Assignor's leasehold interest therein subject to any necessary consents to assignment)
used in connection with the operation of the Subject Interests or in connection with the
production, treatment, compression, gathering, transportation, sale or disposal of Hydrocarbons
produced from or attributable to the Subjects Interests (the "Equipment and any water,
byproducts or waste produced therefrom or therewith or otherwise attributable thereto, including
all wells (whether producing, shut in or abandoned, and whether for production, produced water
injection or disposal, or otherwise) and the interests therein described on Exhibit A together with
all of Assignor's interest, if any, within the spacing, producing, proration, federal exploratory,
enhanced recovery, or governmentally prescribed unit attended to the described Wells, wellhead
equipment, pumps, pumping units, flowlines, gathering systems, pipe, tanks, treatment facilities,
injection facilities, disposal facilities, compression facilities and other materials, supplies and
buildings used in connection with the Subject Interests and the other matters described in this
definition of Assets (the "Facilities
Sale No. 255C
Lot No. 22
(b) any claims or causes of action of Assignor,
)O327e
e. to the extent assignable or transferable, all contracts, agreements, drilling contracts,
equipment leases, rental contracts, production sales and marketing contracts, farmout and farmin
agreements, operating agreements, service agreements, unit agreements, gas gathering and
transportation agreements and other contracts, agreements and arrangements relating to the
Subject Interests and the other matters described in this definition of Assets, and subject to, and
in accordance with, any limitations set forth in such agreements (the "Contracts
f. all files, records and data relating to the items described in Section 1.01(a) through (e)
maintained by Assignor including, without limitation, the following, if and to the extent that such
files exist: all books, records, reports, manuals, files, title documents, including correspondence,
records of production and maintenance, revenue, sales, expenses, warranties, lease files, land
files, well files, division order files, abstracts, title opinions, assignments, reports, property
records, contract files, operations files, copies of tax and accounting records (but excluding
Federal and state income tax returns and records) and files, maps, core data, hydrocarbon
analysis, well logs, mud logs, field studies together with other files, contracts and other records
and data including all geologic and geophysical data and maps, but excluding from the foregoing
those files, records and data subject to written unaffiliated third party contractual restrictions on
disclosure or transfer (the "Records and
g. to the extent monies are held in suspense, all monies held in suspense by Assignor
relating to the Wells before the Effective Time for the account of working interest, royalty
interest and /or overriding royalty interest owners.
Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is
excepted, reserved and excluded from the sale, transfer and assignment contemplated hereby the
following excluded properties, rights, and interests (collectively, the "Excluded Assets
(a) all trade credits and all accounts, instruments and general intangibles (as such terms are
defined in the Uniform Commercial Code as adopted in the affected jurisdiction) attributable to
the Assets with respect to any period of time prior to the Effective Time;
i. arising from acts, omissions or events, or damage to or destruction of property,
occurring prior to the Effective Time,
ii. arising under or with respect to any of the Contracts that are attributable to
periods of time prior to the Effective Time (including claims for adjustments or
refunds), or
iii. with respect to any of the Excluded Assets;
(c) all rights and interests of Assignor,
i. under any policy or agreement of insurance or indemnity,
ii. under any bond, or
iii. to any insurance or condemnation proceeds or awards arising in each case from
acts, omissions or events, or damage to or destruction of property, occurring prior to
the Effective Time;
(d) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with
respect to all periods prior to the Effective Time, together with all proceeds from the sale of such
Hydrocarbons, and all tax credits attributable thereto;
(e) all claims of Assignor for refunds or loss carry forwards with respect to ad valorem,
severance, production or any other taxes attributable to any period prior to the Effective Time;
(f) all amounts due or payable to Assignor as adjustments to insurance premiums related to
the Assets with respect to any period prior to the Effective Time;
(g) all proceeds, income or revenue (and any security or other deposits made) attributable to
the Assets for any period prior to the Effective Time;
(h) all documents and instruments of Assignor that may be protected by an attorney- client or
other privilege;
(i) data, information, and other property, rights or interests that cannot be disclosed or
assigned to Assignee as a result of confidentiality or similar arrangements;
(j) all audit rights arising under any of the Contracts or otherwise with respect to any period
prior to the Effective Time; and
(k) all corporate, income tax and financial records of Assignor not included in the Records.
Special Warranty of Title. Assignor hereby agrees to warrant and defend title to the Assets
solely unto Assignee against every person whomsoever lawfully claiming or to claim the same or any
part of the same by, through, or under Assignor, but not otherwise. To the extent transferable, Assignor
does hereby transfer and convey to Assignee the benefits of and the right to enforce all covenants and
warranties which Assignor is entitled to enforce with respect to the Assets, including without limitation,
full substitution and subrogation of all prior rights and warranty, and the benefit of and the right to
enforce all rights accruing under applicable statutes of limitation or prescription.
Disclaimer. ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND
ASSIGNEE HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY
EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT
COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (a) PRODUCTION RATES,
RECOMPLETION OPPORTUNITIES, SECONDARY OR TERTIARY RECOVERY
OPPORTUNITIES, DECLINE RATES, OR THE QUALITY, QUANTITY OR VOLUME OF
THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b)
THE ACCURACY, COMPLETENESS OR MATERIALITY OR SIGNIFICANCE OF ANY
INFORMATION, DATA, GEOLOGICAL OR GEOPHYSICAL DATA (INCLUDING ANY
INTERPRETATIONS OR DERIVATIVES BASED THEREON) OR OTHER MATERIALS
(WRITTEN OR ORAL) CONSTITUTING PART OF THE ASSETS, NOW, HERETOFORE OR
HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, (c) THE
CONDITION, INCLUDING, THE ENVIRONMENTAL CONDITION OF THE ASSETS AND (d)
THE COMPLIANCE OF ASSIGNOR'S PAST PRACTICES WITH THE TERMS AND
PROVISIONS OF ANY AGREEMENT IDENTIFIED ON EXHIBIT A, OR ANY SURFACE
AGREEMENT, PERMIT OR CONTRACT OR APPLICABLE LAWS, INCLUDING
ENVIRONMENTAL LAWS AND LAWS NOW OR HEREAFTER IN EFFECT, RELATING TO
THE PROTECTION OF NATURAL RESOURCES. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS ASSIGNMENT AND BILL OF SALE, ASSIGNOR EXPRESSLY
DISCLAIMS AND NEGATES AND ASSIGNEE HEREBY WAIVES, AS TO PERSONAL
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, BUILDINGS, AND
GEOLOGICAL AND GEOPHYSICAL DATA (INCLUDING ANY INTERPRETATIONS OR
DERIVATIVES BASED THEREON) CONSTITUTING A PART OF THE ASSETS (i) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED
OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS, (iv) ANY IMPLIED OR EXPRESS WARRANTY THAT ANY DATA
TRANSFERRED PURSUANT HERETO IS NONINFRINGING, (v) ANY RIGHTS OF
PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (vi) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR
UNKNOWN, (vii) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE
LAWS, AND (viii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING
ENVIRONMENTAL LAWS, OR LAWS RELATING TO THE PROTECTION OF THE
ENVIRONMENT, HEALTH, SAFETY OR NATURAL RESOURCES OF RELATING TO THE
RELEASE OF MATERIALS INTO THE ENVIRONMENT, INCLUDING ASBESTOS
CONTAINING MATERIAL, LEAD BASED PAINT OR MERCURY AND ANY OTHER
HAZARDOUS SUBSTANCES OR WASTES, IT BEING THE EXPRESS INTENTION OF
ASSIGNOR AND ASSIGNEE THAT THE ASSETS, INCLUDING ALL PERSONAL
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND BUILDINGS
INCLUDED IN THE ASSETS, SHALL BE CONVEYED TO ASSIGNEE, AND ASSIGNEE
SHALL ACCEPT THE SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR
PRESENT CONDITION AND STATE OF REPAIR. ASSIGNEE REPRESENTS AND
WARRANTS TO ASSIGNOR THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE
SUCH INSPECTIONS WITH RESPECT TO SUCH ASSETS AS ASSIGNEE DEEMS
APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED
BY APPLICABLE LAWS (INCLUDING ENVIRONMENTAL LAWS AND LAWS RELATING
TO THE PROTECTION OF NATURAL RESOURCES, HEALTH, SAFETY OR THE
ENVIRONMENT) TO BE EFFECTIVE, THE DISCLAIMERS OF THE WARRANTIES
321
CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR ALL
PURPOSES. ASSIGNEE ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL
AND GAS PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING
RADIOACTIVE MATERIAL "NORM SCALE FORMATION OR SLUDGE DEPOSITS CAN
CONCENTRATE LOW LEVELS OF NORM ON EQUIPMENT AND OTHER ASSETS. THE
ASSETS SUBJECT TO THIS ASSIGNMENT AND BILL OF SALE MAY HAVE LEVELS OF
NORM ABOVE BACKGROUND LEVELS, AND A HEALTH HAZARD MAY EXIST IN
CONNECTION WITH THE ASSETS BY REASON THEREOF, THEREFORE, ASSIGNEE
MAY NEED TO AND SHALL FOLLOW SAFETY PROCEDURES WHEN HANDLING THE
EQUIPMENT AND OTHER ASSETS.
Assignment. This Assignment and Bill of Sale shall be binding upon and inure to the benefits
of the parties hereto and their respective successors and assigns.
Counterpart Execution. This Assignment and Bill of Sale may be executed in counterparts. If
counterparts of this Assignment and Bill of Sale are executed, the signature pages from each counterpart
may be combined into one composite instrument for all purposes. All counterparts together shall
constitute only one Assignment and Bill of Sale, but each counterpart shall be considered an original.
Recording. In addition to filing this Assignment and Bill of Sale of record in the applicable
county and state, the parties hereto shall execute and file with the appropriate authorities, whether
federal, state or local, all forms or instruments required by applicable law to effectuate the conveyance
contemplated hereby. Said instruments shall be deemed to contain all of the exceptions, reservations,
rights, titles and privileges set forth herein as fully as though the same were set forth in each such
instrument. The interests conveyed by such separate assignments are the same, and not in addition to the
Assets conveyed herein.
Exhibits. Exhibits referred to herein are hereby incorporated in and made a part of this
Assignment and Bill of Sale for all purposes by such reference.
IN WITNESS WHEREOF, this instrument is executed the 1'3 day of \1
2013, but shall be effective as of the 1 s` day of April, 2013. (the "Effective Date
STATE OF TEXAS
COUNTY OF HARRIS
MY COMMISSION E
ASSIGNOR:
ACKNOWLEDGMENT
NEIL WEST
By:
)/1/vz'
Name .)eat
Title:
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day
personally appeared NEIL WEST, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he /she executed the same for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1 3 day of
2013.
Notary Public
1�(REI.I. .[e of Texas
riu�a� r Put eW:,s n Exp
MY Ntayf s$, 2 015
STATE OF
COUNTY OF
MY COMMISSION EXPIRES:
STATE OF
COUNTY OF
MY COMMISSION EXPIRES:
STATE OF
COUNTY OF V\
MY CO
CTC�"'r 'Il'Cl.il7.c it t-Y. '114 t���•
ASSIGNEE:
CORPORATE ACKNOWLEDGMENT
INDIVIDUAL ACKNOWLEDGMENT
Bob Slade
By: `e7t
Name:
Title: R A_ c.\
BEFORE ME, the undersigned authority, on this day personally appeared
of
known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he /she executed the same for the purposes and consideration therein expressed and in the capacity therein
stated as the act and deed of said corporation.
GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this day of
2013.
Notary Public
ATTORNEY IN FACT ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, on this day personally appeared
Attorney -in -Fact for
known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that he /she
executed the same for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this day of
2013.
Notary Public
BEFORE ME, the undersigned authority, on this day personally appeared
known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he /she executed the same for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this l"' day of
Notary Public
Sale No.255C
Lot No. 22
0 3110
EXHIBIT "A"
Oil and Gas Lease dated January 29, 1980 by and between Newmont Oil Company, as lessor, and
Michigan Wisconsin Pipeline Company, as lessee, recorded in Book 165PR, Page 548 of the
records of Lincoln County, Wyoming insofar and only insofar as Said Lease covers the following
described lands in Lincoln County, Wyoming:
Township 20 North -Range 112 West
Section 28: SW /4; W/2 NW /4; SE /4 NW /4; W/2 SE /4; SW /4 NE /4
1