HomeMy WebLinkAbout971328ASSIGNMENT AND BILL OF SALE
NOTICE IS TAKEN OF THE FOLLOWING:
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THIS ASSIGNMENT AND BILL OF SALE (the "Assignment is made and entered
into as of the a..oZ day of figiS er 2013, to be effective for all purposes as of
February 1, 2013, by Janet A. Loef individually and as Independent Executor of the
Estates of Payton V. Anderson, and of the Estate of Evelyn B. Anderson, both deceased
(collectively the "Estates and Gary Anderson Fell and Nancy Anderson Olson (such three
(3) individuals being all the beneficiaries of the Estates) whose address is for purposes of this
transaction P.O. Box 132947, The Woodlands, Texas 77393 (collectively the "Assignor to
Magic Dog Oil Gas, Ltd., a limited partnership organized under the law of the State of Texas,
whose address is also Post Office Box 10708, Midland, Texas 79702 (the "Assignee
A. Assignor is the owner of fee mineral interests, participating and non-participating royalty
interests, oil and gas leasehold interests, overriding royalty interests, and other interests in
minerals in Lincoln County, Wyoming.
B. Assignor intends to convey hereunder all of the mineral interests owned by the Estates,
including the Estates' interest in W. D. Anderson Sons and the Estate of W. D.
Anderson, Deceased, in Lincoln County, Wyoming to Assignee.
NOW, THEREFORE, for and in consideration of the premises and Ten Dollars and
other valuable consideration and Assignee's agreement to and acceptance of the terms of this
Assignment, the receipt and sufficiency of which are specifically acknowledged by Assignor,
Assignor does hereby bargain, sell, grant, convey, and assign to the Assignee all of his right,
title, and interest in and to any and all mineral interests, participating and non participating
royalty interests, oil and gas leasehold interests, overriding royalty interests, and other interests
in minerals in Lincoln County, Wyoming, said interests specifically including the following
property:
i. Those mineral interests, participating and non participating royalty interests, oil
and gas leasehold interests, overriding royalty interests, and other interests in oil
and gas leases, leasehold interests, working interest, production payments and
rights and interests attributable or allocable to such interests created by virtue of
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pooling, unitization, communitization, and operating agreements, licenses.
w permits, and other agreements described on the Exhibit "A" attached hereto and
Q made a part hereof for all purposes (the "Subject Leases insofar and only
N oo cv cr 2 insofar, as the Subject Leases cover those lands that are also described on the
w Q Y same Exhibit "A" (the "Subject Lands
o a� a w 11. The wells and wellbores located upon the Subject Lands, as well as any and all
N z v items of personal property, surface and subsurface fixtures, materials, supplies,
z Q and equipment located upon the Subject Leases and the Subject Lands (the
w w "Subject Equipment and
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u.i x O Z iii. All unitization, communitization, pooling, and operating agreements, and the
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W O units created thereby that relate to the Subject Leases or interests therein
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described or that relate to any units or wells located on the Subject Lands,
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 Subject Leases, insofar as they cover
the Subject Lands (the "Subject Agreements
iv. This Assignment shall convey to Assignee all mineral interest, including all the
Subject Interests, as hereinafter defined, currently held by Assignor in the Estate
of W. D. Anderson, Deceased and in W. D. Anderson Sons located in Lincoln
County, Wyoming.
All of the right, title, and interest of the Assignor in any and all mineral interests, participating
and non participating royalty interests, oil and gas leasehold interests, overriding royalty
interests, working interest, production payments and other interests in minerals in Lincoln
County, Wyoming, specifically including all right, title, and interest of the Assignor in the
Subject Leases, Subject Lands, Subject Equipment, and Subject Agreements, are collectively
referred to herein as the "Subject Interests."
TO HAVE AND TO HOLD the Subject Interests unto Assignee, and its successors, and
assigns, forever, subject to the following terms and conditions:
1. This Assignment is accepted subject to, and Assignee agrees to assume and perform, any
and all of the liabilities and obligations, or alleged or threatened liabilities and
obligations, of Assignor under the Subject Interests and any existing oil and gas leases,
assignments, operating agreements, product purchase and sale contracts, leases, permits,
rights -of -way, licenses, easements, options, orders, and any other agreements or contracts
attributable to and affecting the Subject Interests, including, but not limited to, any and
all obligations: (a) to pay and deliver royalties, overriding royalties, non participating
royalties, and other burdens on production; (b) in connection with or arising out of
balancing of overproduction or underproduction from the Subject Interests; and (c) in
compliance with all laws and governmental regulations with respect to the Subject
Interests including, but not limited to, the lawful plugging and abandonment of oil and
gas wells and the restoration of the surface of the land as nearly as possible to its
condition prior to the execution of the Subject Leases, whether or not such liabilities and
obligations, or alleged or threatened liabilities and obligations, are caused by Assignor's
negligence and whether or not such liabilities and obligations, or alleged or threatened
liabilities and obligations, arise during the period of, or from, or in connection with
Assignor's ownership or operation of the Subject Interests. Without limitation of the
foregoing, Assignee agrees to assume and perform any and all of the liabilities and
obligations, or alleged or threatened liabilities and obligations, of Assignor for claims,
losses, damages, costs, expenses, diminutions in value, suits, and causes of action of any
kind or character, with respect to the environmental conditions of the Subject Interests,
regardless of when the events occurred that caused such condition to exist and whether or
not caused by or attributable to Assignor's negligence. Assignee shall, to the fullest
extent permitted by law, protect, defend, indemnify, and hold Assignor and his heirs,
successors, and assigns, 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
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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
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: (x) ownership or operation of the Subject Interests subsequent to the
date of this Assignment, and (y) Assignee's assumption of any liability or obligation in
accordance with this provision.
2. THIS ASSIGNMENT IS EXECUTED, DELIVERED, AND ACCEPTED
WITHOUT ANY REPRESENTATION, WARRANTY, OR COVENANT OF
TITLE OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED OR
STATUTORY. THE SUBJECT INTERESTS ARE CONVEYED AND ASSIGNED
TO AND ACCEPTED BY ASSIGNEE IN THEIR "AS IS, WHERE IS"
CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND
DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY, OR
COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MARKETABILITY, MERCHANTABILITY, QUALITY, CONDITION, OR
FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY
DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE SHALL
ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION
AND STATE OF REPAIR AND WITH ALL FAULTS AND DEFECTS,
INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NATURALLY
OCCURRING RADIOACTIVE MATERIAL "NORM IN ADDITION,
ASSIGNOR MAKE NO REPRESENTATION, COVENANT, OR WARRANTY,
EXPRESS, IMPLIED, OR STATUTORY, AS TO THE ACCURACY OR
COMPLETENESS OF ANY DATA DELIVERED TO ASSIGNEE WITH
RESPECT TO THE SUBJECT INTERESTS, OR CONCERNING THE QUALITY
OR QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE
TO THE SUBJECT INTERESTS, OR THE ABILITY OF THE SUBJECT
INTERESTS TO PRODUCE HYDROCARBONS, OR THE PRICES THAT
ASSIGNEE WILL BE ENTITLED TO RECEIVE FOR SUCH
HYDROCARBONS.
3. This Assignment shall inure to the benefit of and be binding upon the parties hereto, their
heirs, successors, and assigns.
4. To effect a distribution of the interests to Assignee, and recognize Assignee as the owner
of all interests conveyed by this Deed, Assignor appoints Robert W. Hodge as its Agent
and Attorney in Fact for the purposes of executing any and all Division Orders, directions
for payment and /or Transfer Orders, on behalf of Assignor, for the purposes of
recognizing Assignee as the owner of all interest conveyed to it by this Assignment and
Bill of Sale.
5. Assignor agrees to execute such further and additional documents as may be necessary to
give full effect to the transfer and conveyance of all of Assignor's interests to Assignee.
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6. This Assignment may be executed in any number of original counterparts, each of which
shall be binding upon that party or those parties executing it. For ease of recording, each
of the parties agrees that the party responsible for recording this Assignment may attach
separately executed signature pages to the main body of this Assignment and record the
collated copies in each of the counties and parishes in which any portion of the Secured
Interests is located.
7. When Janet A. Loeffler executes this Assignment as Independent Executor of the Estates
of Payton V. Anderson and of Evelyn B. Anderson, both deceased, she is liable only in
those capacities and only to the extent that she has assets of the Estates in those
capacities.
EXECUTED and effective as of the day and year first written above.
Address:
P.O. Box 132947
The Woodlands, Texas 77393
Address:
P.O. Box 10708
Midland, Texas 79702
ASSIGNOR
et A. Loeffler, in ividua 1 %s Independent
Executor of the Estates of Payton V. Anderson and
of Evelyn B. Anderson, Both Deceased
Nancy Anderso Olson
ASSIGNEE
Magic Dog Oil Gas, Ltd.
Robert W. Hodge, Vice President of NorthStar
Operating Company, General Partner for
Magic Dog Oil Gas, Ltd.
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STATE OF TEXAS
COUNTY OF MONTGOMERY
I, Debbie Kendrick, a notary public of the State of Texas, hereby certify that Janet A.
Loeffler, whose name is signed to the forgoing instrument, and who is known to me,
acknowledged before me on this 22nd day of May, 2013 that, being informed of the contents of
the instrument, she executed the same voluntarily on the day the same bears date.
Given under my hand this 22nd day of May, 2013.
DEBBIE KENDRICK
Notary Public
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STATE OF TEXAS
�A9T OR' My Comm. Exp. 10/27/
STATE OF TEXAS
COUNTY OF MONTGOMERY
ACKNOWLEDGMENTS
Notary Public in and for the State of Texas
Printed Name: Debbie Kendrick
Commission Expires: October 27, 2014
I, Debbie Kendrick, a notary public of the State of Texas, hereby certify that Gary
Anderson Fell, whose name is signed to the forgoing instrument, and who is known to me,
acknowledged before me on this 22nd day of May, 2013 that, being informed of the contents of
the instrument, he executed the same voluntarily on the day the same bears date.
Given under my hand this 22nd day of May, 2013.
,4Pa e"� DEBBIE KENDRICK
a, Notary Public
STATE OF TEXAS
4.- My Comm. Exp. 10/27/2014
Notary Public in and for the State of Texas
Printed Name: Debbie Kendrick
Commission Expires: October 27, 2014
5
STATE OF TEXAS
COUNTY OF MONTGOMERY
I, Debbie Kendrick, a notary public of the State of Texas, hereby certify that Nancy
Anderson Olson, whose name is signed to the forgoing instrument, and who is known to me,
acknowledged before me on this 22nd day of May, 2013 that, being informed of the contents of
the instrument, she executed the same voluntarily on the day the same bears date.
Given under my hand this 22nd day of May, 2013.
STATE OF TEXAS
DEBBIE KEND RICK
Notary Puic
STATE OF TEiX!
l
My Comm. Exp. y
COUNTY OF MIDLAND
I, Morgan Thomas, a notary public of the State of Texas, hereby certify that Robert W.
Hodge, Vice President of NorthStar Operating Company, a Texas corporation, acting as General
Partner for Magic Dog Oil Gas, Ltd., a Texas limited partnership, whose name is signed to the
forgoing instrument, and who is known to me, acknowledged before me on this 22nd day of
May, 2013 that, being informed of the contents of the instrument, he executed the same
voluntarily on the day the same bears date.
Given under my hand this 22nd day of May, 2013.
MORGAN ANN THOMAS
Notary Public
STATE OF TEXAS
My Comm. Exp. Febwary 11, N 14
Notary Public in and for the State of Texas
Printed Name: Debbie Kendrick
Commission Expires: October 27, 2014
tr
Notary Pub l c in and for the State of Texas
Printed Name: Morgan Thomas
Commission Expires: February 11, 2014
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