HomeMy WebLinkAbout975690ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE "Assignment dated effective March 1,
2014 (the "Effective Time is from SCHMID DEVELOPMENT, LLC., a Wyoming limited liability
company, whose address is P.O. Box 147, LaBarge, Wyoming 83123 herein called "Assignor" and
"Seller" to M G OIL AND GAS, INC., a Wyoming corporation, whose address is P.O. Box 225,
LaBarge, WY 83123 herein called "Assignee" and "Buyer."
For $10.00 and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains, conveys to
Assignee all of Assignor's right, title and interest, in and to the following (all of which are called the
"Assets
1. The oil and gas lease described in Exhibit A (the "Lease including all right, title and
interest Seller may have under the Lease in and to any oil, gas and other hydrocarbons,
whether liquid or gaseous (the "Hydrocarbons in, on or under or that may be produced
from the lands covered by the Lease (the "Lands after the Effective Time and all other
minerals of whatever nature Seller may have rights to under the Lease.
2. The oil and gas well described in Exhibit B (the "Well and all personal property and
equipment associated with the Well as of March 1, 2014.
3. The rights, to the extent transferable, in and to any existing and effective unitization,
pooling and communitization agreements, declarations and orders which Seller is party
to, to the extent that they relate solely to or solely affect any of the interests described in
Paragraphs 1 and 2 or the post- Effective Time production of Hydrocarbons from the
Leases and Lands.
4. The rights, to the extent transferable, in and to Hydrocarbon sales, purchase, gathering,
transportation and processing contracts, operating agreements, partnership agreements,
farmout agreements and other contracts, agreements and instruments which Seller is
party to relating solely to the interests described in Paragraphs 1,2 and 3, excluding
however, any insurance contracts.
5. Any personal property, fixtures, improvements, permits, licenses, approvals, servitudes,
rights -of -way, easements and other surface rights of Seller located on or used solely in
connection with the properties and interests described in Paragraphs 1 through 4, to the
extent that they are located on the Lands as of March 1, 2014.
6. Any files, records, data and information relating to the items described in Paragraphs 1
through 5, maintained by Assignor (the "Records but excluding the following: (i) all of
Assignor's internal appraisals and interpretive data relating to the Leases and Lands, (ii)
all information and data under contractual restrictions on assignment, (iii) all information
subject to a privilege, (iv) Assignor's corporate financial, employee and general tax
records that do not relate to the Assets, and (v) all accounting files that do not relate to
the Assets.
975690 3/24/2014 2:42 PM
LINCOLN COUNTY FEES: $27.00 PAGE 1 OF 6
BOOK: 829 PAGE: 446 ASSIGNMENT
JEANNE WAGNER, LINCOLN COUNTY CLERK
111111111111111111111111111111111111111111111111111111111111111 111111 111
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TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever.
This assignment is made and accepted expressly subject to the following terms and conditions:
a. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY.
b. ASSINGOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS
TO THE CONDITION OF ANY PERONAL PROPERTY, EQUIPMENT,
FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART
OF THE ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANT OF
MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARANTY OF FITNESS
FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS,
(iv) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR
DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT
BEING EXPRESSLY
UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY,
FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO
ASSIGNEE "AS IS "WHERE IS WITH ALL FAULTS, AND IN THEIR
PRESENT CONDITION AND STATE OF REPAIR.
c. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights
in and to representations, warranties and covenants given with respect to the
Assets. Assignor hereby grants and transfers to Assignee, its successors and
assigns, to the extent so transferable and permitted by law, the benefit of and the
right to enforce the covenants, representations and warranties, if any, which
Assignor is entitled to enforce with respect to the Assets, but only to the extent
not enforced by Assignor.
d. Assignee assumes and agrees to pay, perform, fulfill and discharge all claims,
costs, expenses liabilities and obligations accruing or relating to the owning,
developing, exploring, operating or maintaining of the Assets or the producing,
transporting, and marketing of Hydrocarbons from the Assets, relating to periods
before and after the Effective Time, including, without limitation, environmental
obligations and liabilities, the obligation to plug and abandon all Wells and
reclaim all Well sites, and all obligations arising under agreements covering or
relating to the Assets.
e. Assignor acknowledges and agrees to the following regarding possible gas
imbalance on the Property:
a. In the event Assignor is underproduced as to any Wells) located on the
Lands, Assignee agrees not to hold Assignor liable for such
underproduction. Assignor, however, hereby assigns to Assignee all of
its contractual rights to make up such underproduction.
b. In the event Assignor is overproduced as to any Wells(s) located on the
Lands, Assignee acknowledges and agrees that its share of gas from
any such overproduced Wells) on the Interests may at some point be
curtailed or cash balanced by underproduced working interests owner
partners. Assignor shall not be liable to Assignee in the event such
curtailment or cash balancing occurs.
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f. The references herein to liens, encumbrances, burdens, defects and other
matters shall not be deemed to ratify or create any rights in third parties or merge
with, modify or limit the rights of Assignor or Assignee, as between themselves.
g.
Unless provided otherwise, all recording references in the Exhibits hereto are to
the official real property records of the county in which the Assets are located.
h. Separate governmental forms assignments of the Assets may be executed on
officially approved forms by Assignor or Assignee, in sufficient counterparts to
satisfy applicable statutory and regulatory requirements. Those assignments
shall be deemed to contain all of the exceptions, reservations, warranties, rights,
titles, power and privileges set forth herein as fully as though they were set forth
in each such assignment. The interests conveyed by such separate assignments
are the same, and not in addition to, the Assets conveyed herein.
i. This Assignment binds and inures to the benefit of Assignor and Assignee and
their respective successors and assigns.
This Assignment may be executed in any number of counterparts, and by
different parties in separate counterparts, each of which shall be deemed to be
an original instrument, but all of which together shall constitute one instrument.
EXECUTED on the dates contained in the acknowledgement of this instrument to be effective for all
purposes as of the Effective Time.
STATE OF MICHIGAN
COUNTY OF
B s
Witness my hand and official seal.
My commission expires: 21 i'B 1 Q
JENNIFER GREIG
Notary Public, State of Michigan
County of Oakland
My Commission Expl 0
Acting in the County of SA
STATE OF MINNESOTA
)ss.
COUNTY OF RAMSEY
Witness my hand and official seal.
My commission expires:
PATTI S. WALSTAD
NOTARY PUBLIC MINNESOTA
My Commission E mires Jan. 31, 2017
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ASSIGNOR:
SCHMID DEVELOPMENT, LLC.
By: F11/ 1"-
Y
Robert Schmid, CFO
ASSIGNEE:
M G Oil AND GAS, INC.
BY: Roi,4, 1 ;e44/6.
Gordon M. Kasseth, Vice President
The foregoing instrument was acknowledged before me this day of February, 2014 by
Robert Schmid, as CFO of SOS Well Services, LLC., a Wyoming corporation.
The foregoing instrument was acknowledged before me this
27
day of February, 2014 by
Gordon M. Kasseth, as Vice President of M G Oil and Gas, Inc., a Wyoming corporation.
Notary Public
EXHIBIT "A"
(LEASE)
Lessor: United States of America
Lease No.: WYW- 128179
Effective Date: 11/30/1992
Lessee: Schmid Oilfield Services, Inc.
Wamsutter Gas Partners, LLC.
Description: Only that portion of the lease described as;
SEC 18: Lots 10 -13 M &B of the bed of the
Green River Riparian to Lots 10, 13
Containing 162.20 acres, more or less
Lincoln County, Wyoming
The River 10 -18
API No. 49- 023 -21211
Township 23 North, Range 111 West,
Section 18: SW NW (1613' FNL 1311' FWL)
Lincoln County, Wyoming
Wellhead
Production Unit
Vapor Combustor
1 500 Gallon Steel Methanol Container
2 300 BBL Steel Water Oil Tanks
1 210 BBL Steel Water Oil Tank
EXHIBIT "B"
(WELL PERSONAL PROPERTY)
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