HomeMy WebLinkAbout971076Prepared by and after recording return to:
Black Stone Minerals Company, L.P.
1001 Fannin, Suite 2020
Houston, Texas 77002
Attn: Randi Collins
ASSIGNMENT AND BILL OF SALE
RECEIVED 5/20/2013 at 9:37 AM
RECEIVING 971076
BOOK: 812 PAGE: 18
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
THIS ASSIGNMENT AND BILL OF SALE (this "Assignment by and between
BLACK STONE NATURAL RESOURCES II -B, L.P., a Delaware limited partnership "Assignor
whose address is 1001 Fannin, Suite 2020, Houston, Texas 77002, and BLACK STONE ENERGY
COMPANY, L.L.C., a Texas limited liability company "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
100% of the Assets (as hereinafter defined) (the "Subject Assets As used herein, the term
"Assets" shall mean all right, title and interest of Assignor in and to (i) (a) the leasehold working
interests in the oil and gas leases described on Exhibit A attached hereto and made a part hereof
for all purposes (the "Leases and (b) all other leasehold working interests owned by Assignor
in any county identified on Exhibit C attached hereto and made a part hereof for all purposes,
including, in each case, all leasehold working interests in and to land that is pooled, unitized,
communitized or consolidated therewith (collectively, the "Subject Interests (ii) all lands
covered by or subject to the Subject Interests (collectively, the "Lands (iii) all oil, gas, water
and other wells located on the Lands including without limitation, any wells described on
Exhibit B attached hereto and made a part hereof for all purposes; (iv) all rights with respect to
the use and occupancy of the surface and subsurface depths under the Lands; (v) all agreements
and contracts, easements, rights -of -way, servitudes and other estates used or held for use in
connection with the Subject Interests; (vi) all oil, gas and other hydrocarbons produced from and
attributable to the Subject Interests; and (vii) all personal property, whether tangible or
intangible, related to or primarily used in connection with the Subject Interests.
52782281.1
00
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 organizational documents 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.
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 portions of Exhibit A and Exhibit B 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).
52782281.1
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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.
52782281.1
ASSIGNOR:
BLACK STONE NATURAL RESOURCES II -B, 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 AND BILL OF SALE
ASSIGNEE:
Randi E. Collins
Authorized Signatory
BLACK STONE ENERGY COMPANY, L.L.C.,
a Texas limited liability company
BY=
Randi E. Collins
Authorized Signatory
STATE OF TEXAS
COUNTY OF HARRIS
ALABAMA
52782281.1 ACKNOWLEDGMENT PAGE OF
ASSIGNMENT AND BILL OF SALE
66021
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 Black Stone Natural Resources II -B, L.P., and I hereby further
certify as follows:
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 Black
Stone Natural Resources II -B, 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 Black Stone Natural Resources II -B,
NEBRASKA, 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 BSAP II GP, L.L.C., the general partner of the above
named Black Stone Natural Resources II -B, 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 Natural Resources II -B, L.P. by
her as Authorized Signatory of BSAP II GP, L.L.C., the general
partner of Black Stone Natural Resources II -B, L.P.
CALIFORNIA
GEORGIA
LOUISIANA
52782281.1
UO 22
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 Black Stone Natural Resources II -B, 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 Black Stone Natural Resources II -B, L.P., on behalf of said
MONTANA, limited partnership.
NEW MEXICO,
OKLAHOMA,
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 Black Stone Natural Resources II -B,
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 Black Stone Natural
Resources II -B, 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 AND BILL OF SALE
MISSISSIPPI
NEW YORK
52782281.1
City of: Houston
County of: Harris
State of: Texas
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT AND BILL OF SALE
6UO2
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 Black Stone Natural Resources II -B, 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.
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 Black Stone Natural Resources II -B, 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 BSAP II GP, L.L.C., the
general partner of Black Stone Natural Resources II -B, 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.
52782281.1 ACKNOWLEDGMENT PAGE OF
ASSIGNMENT AND BILL OF SALE
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 Black Stone Natural Resources II -B,
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.
Notary Pu
4 d SHARON SHANKS
MY COMMISSION EXPIRES
4- i September 26, 2016
lic in and for the State of Texas
4
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 Energy Company, L.L.C., 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 the above named Black Stone Energy Company, L.L.C., 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 liability
company.
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 Energy Company, L.L.C., a Texas limited liability company, on
NEBRASKA, behalf of the limited liability company.
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 the above named Black Stone Energy Company, L.L.C.
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 Energy
Company, L.L.C. by her as Authorized Signatory.
CALIFORNIA On this 19 day of April, 2013 before me, personally appeared Randi
E. Collins, Authorized Signatory of Black Stone Energy Company,
L.L.C., 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
liability company 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.
52782281.1 ACKNOWLEDGMENT PAGE OF
ASSIGNMENT AND BILL OF SALE
a i a
6 02r-�
FLORIDA, This instrument was acknowledged before me on this day, by Randi E.
KANSAS, Collins, Authorized Signatory of Black Stone Energy Company,
MICHIGAN, L.L.C., on behalf of said limited liability company.
MONTANA,
NEW MEXICO,
OKLAHOMA,
TEXAS AND
WYOMING
GEORGIA
LOUISIANA
MISSISSIPPI
52782281.1
I, the undersigned notary residing in the county and state aforesaid do
certify that Randi E. Collins, Authorized Signatory of Black Stone
Energy Company, L.L.C., 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 Energy Company, L.L.C., 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 liability company, and for the uses
and purposes therein set forth.
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 the above named Black Stone Energy
Company, L.L.C., and that for and on behalf of such limited liability
company, and as its act and deed she executed the above and foregoing
instrument, after first having been duly authorized by the limited
liability company so to do.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT AND BILL OF SALE
NEW YORK
City of: Houston
County of: Harris
State of: Texas
USA;,'
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 Energy Company,
L.L.C.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Randi E. Collins, Authorized Signatory of Black Stone Energy
Company, L.L.C., 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.
WASHINGTON
52782281.1
On this 19 day of April, 2013, before me personally appeared Randi
E. Collins, to me known to be the Authorized Signatory of Black Stone
Energy Company, L.L.C., that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said limited liability company, 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 liability company.
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 AND BILL OF SALE
Notary Public in and for the State of Texas
V
�N� 1 y4
P SHARON SHANKS
1 11 II MY COMMISSION EXPIRES
September 26, 2016
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EXHIBIT B
Attached to and made a part of that certain
Assignment and Bill of Sale dated effective January 1, 2013,
by and between Black Stone Natural Resources II -B, L.P., as "Assignor and
Black Stone Energy Company L.L.C., as "Assignee"
WELLS
INTENTIONALLY LEFT BLANK
52769974.1 EXHIBIT B
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