HomeMy WebLinkAbout971075Prepared by and after recording return to:
Black Stone Minerals Company, L.P.
1001 Fannin, Suite 2020
Houston, Texas 77002
Attn: Randi Collins
52767702.1
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
00001.
RECEIVED 5/20/2013 at 9:34 AM
RECEIVING 971075
BOOK: 812 PAGE: 1
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE (this "Assignment by
and between O'CONNELL PARTNERS, L.P., a Delaware limited partnership "Assignor whose
address is 1001 Fannin, Suite 2020, Houston, Texas 77002, and BLACK STONE MINERALS
COMPANY, L.P., a Delaware limited partnership "Assignee whose address is 1001 Fannin,
Suite 2020, Houston, Texas 77002 is effective at 12:02 a.m. (local time) on the 1 day of
January, 2013 (said hour and day hereinafter called the "Effective Time
Assignor for Ten and No /100 Dollars ($10.00) and other good and valuable consideration
in hand paid by Assignee, the receipt and sufficiency of which consideration are hereby
acknowledged and confessed, by these presents does hereby GRANT, BARGAIN, SELL,
CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee an undivided
90.566600% of all of Assignor's right, title and interest in and to the (i) Fee Assets (as
hereinafter defined), and (ii) Royalty Assets (as hereinafter defined) (collectively, the "Subject
Assets
As used herein, the term "Fee Assets" shall mean (i) (a) all fee interests in oil, gas and
other minerals in, on or under the lands described in or covered by the conveyances or other
instruments described on Exhibit A attached hereto and made a part hereof for all purposes, and
(b) all other fee interests in oil, gas and other minerals in, on or under land located in any county
identified on Exhibit B attached hereto and made a part hereof for all purposes (collectively, the
"Fee Interests (ii) all rights and interests attributable or allocable to the Fee Interests by virtue
of any pooling, unitization, communitization, production sharing or similar agreement, order or
declaration; (iii) all rights with respect to the use and occupancy of the surface and subsurface
depths under the lands that are the subject of the Fee Interests or are pooled, unitized,
communitized or otherwise consolidated therewith; (iv) all agreements and contracts, easements,
rights -of -way, servitudes and other estates used or held for use in connection with the Fee
1 000
Interests; (v) all oil, gas and other hydrocarbons produced from or attributable to the Fee
Interests; and (vi) all personal property, whether tangible or intangible, related to or primarily
used in connection with the Fee Interests.
As used herein, the term "Royalty Assets" shall mean (i) all royalty interests, non-
participating royalty interests, overriding royalty interests, production payment interests, net
profits interests and other similar interests in and to oil, gas and other minerals in, on or under (a)
the lands covered by the leases, conveyances or other instruments described on Exhibit A and
any lands pooled, unitized, communitized or consolidated therewith, and (b) any other lands
located in any county identified on Exhibit B (collectively, the "Royalty Interests (ii) all oil
and gas wells located on the lands subject to the Royalty Interests; (iii) all oil, gas and other
hydrocarbons attributable or allocable to the Royalty Interests; and (iv) all personal property,
whether tangible or intangible, related to or primarily used in connection with the Royalty
Interests.
TO HAVE AND TO HOLD the Subject Assets unto Assignee, and the successors and
assigns of Assignee forever, subject, however, to the terms and conditions of this Assignment.
Assignor warrants title to the Subject Assets unto Assignee against every person
whomsoever lawfully claiming or to claim the same or any part thereof by, through or under
Assignor, but not otherwise.
This Assignment shall be governed by and interpreted in accordance with the laws of the
State of Texas without giving effect to principles thereof relating to conflicts of law rules that
would direct the application of the laws of another jurisdiction.
All of the provisions hereof shall inure to the benefit of and be binding upon Assignor
and Assignee and their respective successors and assigns. All references herein to either
Assignor or Assignee shall include their respective successors and assigns.
Assignor hereby irrevocably constitutes and appoints Assignee as its true and lawful
attorney -in -fact, with full power of substitution, in the name of Assignor, and on behalf of and
for the benefit of Assignee, to execute, acknowledge and deliver one or more counterparts of this
Assignment or any other instrument of conveyance, assignment or transfer that may be necessary
to carry out the purposes and intent of this Assignment; to do all such acts and things in relation
thereto as Assignee shall deem advisable; and to execute such other documents and instruments
and perform such further acts as deemed reasonably necessary by Assignee or its representatives
to effectuate the transactions contemplated hereby. Assignor agrees that the foregoing powers
are coupled with an interest and shall be irrevocable by Assignor or by its dissolution or by the
cancellation of its certificate of limited partnership or in any manner or for any reason.
Notwithstanding the foregoing, in no event shall any action by Assignee pursuant to this power
of attorney increase the liability of Assignor hereunder.
Assignor and Assignee agree to take such further actions and to execute, acknowledge
and deliver all such additional instruments as may be necessary to fully and effectively transfer
the Subject Assets to Assignee.
52767702.1
-2-
This Assignment may be executed in any number of counterparts, and each counterpart
hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but
one instrument. To facilitate recording, counterparts for recording in a particular jurisdiction
may contain only the portion of Exhibit A setting forth descriptions or references to descriptions
of the Subject Assets that are located in such jurisdiction unless prohibited by state law, in which
case a complete counterpart of this Assignment will be recorded. A complete counterpart of this
Assignment containing a full description of all of the Subject Assets shall be recorded in Harris
County, Texas.
Assignee represents that it is exempt from state property transfer taxes and county
transfer taxes for the real property located in the State of Michigan pursuant to Michigan Statutes
Annotated §207.505(n) and §207.526(p).
52767702.1
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-3-
IN WITNESS WHEREOF, this Assignment has been executed by Assignor and Assignee
on the dates reflected in their respective acknowledgments, to be effective, however, as of the
Effective Time.
52767702.1
ASSIGNOR:
O'CONNELL PARTNERS, L.P.,
a Delaware limited partnership
By: BSAP II GP, L.L.C.,
a Delaware limited liability company and
its general partner
SIGNATURE PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
ASSIGNEE:
Randi E. Collins
Authorized Signatory
BLACK STONE MINERALS COMPANY, L.P.,
a Delaware limited partnership
By: Black Stone Natural Resources, L.L.C.,
a Delaware limited liability company and
its general partner
Randi E. Collins
Authorized Signatory
STATE OF TEXAS
COUNTY OF HARRIS
y r'
BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for Harris County, Texas and being authorized
in such county and state to take acknowledgments, hereby certify that, on this 19 day of April,
2013, there personally appeared before me Randi E. Collins, Authorized Signatory of BSAP II
GP, L.L.C., the general partner of O'Connell Partners, L.P., and I hereby further certify as
follows:
ALABAMA
I, the undersigned notary in and for the said county and state, hereby
certify that Randi E. Collins, whose name as an Authorized Signatory
of BSAP II GP, L.L.C., the general partner of the above named
O'Connell Partners, L.P., is signed to the foregoing instrument, and
who is known to me, acknowledged before me on this day that, being
informed of the contents of the instrument, she, as such Authorized
Signatory and with full authority, executed the same voluntarily for
and as the act of said limited partnership.
ALASKA, The foregoing instrument was acknowledged before me this 19 day
COLORADO, of April, 2013 by Randi E. Collins, Authorized Signatory of BSAP II
ILLINOIS, GP, L.L.C., the general partner of O'Connell Partners, L.P., on behalf
NEBRASKA, of said limited partnership.
UTAH AND
VIRGINIA
ARKANSAS On this day before me, the undersigned notary, personally appeared
AND SOUTH Randi E. Collins, who acknowledged herself to be an Authorized
DAKOTA Signatory of BSAP II GP, L.L.C., the general partner of the above
named O'Connell Partners, L.P. and that she, as such Authorized
Signatory, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of
the above named O'Connell Partners, L.P. by her as Authorized
Signatory of BSAP II GP, L.L.C., the general partner of O'Connell
Partners, L.P.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
CALIFORNIA
GEORGIA
LOUISIANA
!.0006
On this 19 day of April, 2013 before me, personally appeared Randi
E. Collins, Authorized Signatory of BSAP II GP, L.L.C., the general
partner of O'Connell Partners, L.P., who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument,
said limited partnership executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
FLORIDA, This instrument was acknowledged before me on this day, by Randi E.
KANSAS, Collins, Authorized Signatory of BSAP II GP, L.L.C., the general
MICHIGAN, partner of O'Connell Partners, L.P., on behalf of said limited
MONTANA, partnership.
NEW MEXICO,
OKLAHOMA,
OREGON,
TEXAS AND
WYOMING
I, the undersigned notary residing in the county and state aforesaid do
certify that Randi E. Collins, Authorized Signatory of BSAP II GP,
L.L.C., the general partner of O'Connell Partners, L.P., who is
personally to me known, this day appeared before me personally and
did acknowledge that she did sign, seal and deliver the foregoing
instrument of her own free will and accord, for the purposes therein
named and expressed.
On this 19 day of April, 2013, before me, the undersigned authority,
personally came and appeared Randi E. Collins, Authorized Signatory
of BSAP II GP, L.L.C., the general partner of O'Connell Partners, L.P.,
who signed said document before me in the presence of the two
witnesses, whose names are thereto subscribed as such, being
competent witnesses, and who acknowledged, in my presence and in
the presence of said witnesses, that she signed the above and foregoing
document as her own free act and deed on behalf of such limited
partnership, and for the uses and purposes therein set forth.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
MISSISSIPPI
NEW YORK
Personally appeared before me, the undersigned authority in and for
the above named county and state, on this day, within my jurisdiction,
the within named Randi E. Collins who acknowledged that she is an
Authorized Signatory of BSAP II GP, L.L.C., the general partner of the
above named O'Connell Partners, L.P., and that for and on behalf of
such limited partnership, and as its act and deed she executed the
above and foregoing instrument, after first having been duly
authorized by the limited partnership so to do.
City of: Houston
County of: Harris
State of: Texas
On this day, before me, the undersigned, personally appeared Randi E.
Collins, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that she executed the
same in her capacity, that by her signature on the instrument, the
individual, or the entity on behalf of which the individual acted,
executed the instrument and that such individual made such
appearance before the undersigned.
NORTH This record was acknowledged before me on April 19, 2013, by Randi
DAKOTA E. Collins, Authorized Signatory of BSAP II GP, L.L.C., the general
partner of O'Connell Partners, L.P., on behalf of said limited
partnership.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Randi E. Collins, Authorized Signatory BSAP II GP, L.L.C., the
general partner of O'Connell Partners, L.P., known to me or
satisfactorily proven to be the person described in the foregoing
instrument, and acknowledged that she executed the same in the
capacity therein stated and for the purposes therein contained.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
u0007
WASHINGTON On this 19 day of April, 2013, before me personally appeared Randi
E. Collins, to me known to be an Authorized Signatory of BSAP II GP,
L.L.C., the general partner of O'Connell Partners, L.P., the limited
partnership that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and
deed of said limited partnership, for the uses and purposes therein
mentioned, and on oath stated that she was authorized to execute said
instrument and that the seal affixed is the seal of said limited
partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above written.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
4iLA
Notary Public in and for the State of Texas
s
SHARON SHANKS
t MY COMMISSION EXPIRES
o ff September26, 2016
STATE OF TEXAS
COUNTY OF HARRIS
BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for Harris County, Texas, and being
authorized in such county and state to take acknowledgments, hereby certify that, on this 19 day
of April, 2013, there personally appeared before me Randi E. Collins, Authorized Signatory of
Black Stone Natural Resources, L.L.C., the general partner of Black Stone Minerals Company,
L.P., and I hereby further certify as follows:
ALABAMA
I, the undersigned notary in and for the said county and state, hereby
certify that Randi E. Collins, whose name as an Authorized Signatory
of Black Stone Natural Resources, L.L.C., the general partner of the
above named Black Stone Minerals Company, L.P., is signed to the
foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument,
she, as such Authorized Signatory and with full authority, executed the
same voluntarily for and as the act of said limited partnership.
ALASKA, The foregoing instrument was acknowledged before me this 19 day
COLORADO, of April, 2013 by Randi E. Collins, Authorized Signatory of Black
ILLINOIS, Stone Natural Resources, L.L.C., the general partner of Black Stone
NEBRASKA, Minerals Company, L.P., on behalf of said limited partnership.
UTAH AND
VIRGINIA
ARKANSAS On this day before me, the undersigned notary, personally appeared
AND SOUTH Randi E. Collins, who acknowledged herself to be an Authorized
DAKOTA Signatory of Black Stone Natural Resources, L.L.C., the general
partner of the above named Black Stone Minerals Company, L.P. and
that she, as such Authorized Signatory, being authorized so to do,
executed the foregoing instrument for the purposes therein contained,
by signing the name of the above named Black Stone Minerals
Company, L.P. by her as Authorized Signatory of Black Stone Natural
Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
00
CALIFORNIA
00 0
On this 19 day of April, 2013 before me, personally appeared Randi
E. Collins, Authorized Signatory of Black Stone Natural Resources,
L.L.C., the general partner of Black Stone Minerals Company, L.P.,
who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrument, said limited
partnership executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
FLORIDA, This instrument was acknowledged before me on this day, by Randi E.
KANSAS, Collins, Authorized Signatory of Black Stone Natural Resources,
MICHIGAN, L.L.C., the general partner of Black Stone Minerals Company, L.P., on
MONTANA, behalf of said limited partnership.
NEW MEXICO,
OKLAHOMA,
OREGON,
TEXAS AND
WYOMING
GEORGIA
LOUISIANA
I, the undersigned notary residing in the county and state aforesaid do
certify that Randi E. Collins, Authorized Signatory of Black Stone
Natural Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., who is personally to me known, this day appeared
before me personally and did acknowledge that she did sign, seal and
deliver the foregoing instrument of her own free will and accord, for
the purposes therein named and expressed.
On this 19 day of April, 2013, before me, the undersigned authority,
personally came and appeared Randi E. Collins, Authorized Signatory
of Black Stone Natural Resources, L.L.C., the general partner of Black
Stone Minerals Company, L.P., who signed said document before me
in the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in the presence of said witnesses,
that she signed the above and foregoing document as her own free act
and deed on behalf of such limited partnership, and for the uses and
purposes therein set forth.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
MISSISSIPPI
NEW YORK
Personally appeared before me, the undersigned authority in and for
the above named county and state, on this day, within my jurisdiction,
the within named Randi E. Collins who acknowledged that she is an
Authorized Signatory of Black Stone Natural Resources, L.L.C., the
general partner of the above named Black Stone Minerals Company,
L.P., and that for and on behalf of such limited partnership, and as its
act and deed she executed the above and foregoing instrument, after
first having been duly authorized by the limited partnership so to do.
City of: Houston
County of: Harris
State of: Texas
On this day, before me, the undersigned, personally appeared Randi E.
Collins, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that she executed the
same in her capacity, that by her signature on the instrument, the
individual, or the entity on behalf of which the individual acted,
executed the instrument and that such individual made such
appearance before the undersigned.
NORTH This record was acknowledged before me on April 19, 2013, by Randi
DAKOTA E. Collins, Authorized Signatory of Black Stone Natural Resources,
L.L.C., the general partner of Black Stone Minerals Company, L.P., on
behalf of said limited partnership.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Randi E. Collins, Authorized Signatory of Black Stone Natural
Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., known to me or satisfactorily proven to be the person
described in the foregoing instrument, and acknowledged that she
executed the same in the capacity therein stated and for the purposes
therein contained.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
t
WASHINGTON On this 19 day of April, 2013, before me personally appeared Randi
E. Collins, to me known to be an Authorized Signatory of Black Stone
Natural Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., the limited partnership that executed the within and
foregoing instrument, and acknowledged said instrument to be the free
and voluntary act and deed of said limited partnership, for the uses and
purposes therein mentioned, and on oath stated that she was authorized
to execute said instrument and that the seal affixed is the seal of said
limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above written.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
Notary Public in and for the State of Texas
q SHARON SHANKS
is MY COMMISSION EXPIRES
ti September 26, 2016
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