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HomeMy WebLinkAbout886390 :" "' ::: Nylog Acquisition Propcs tics Linc°ln C°u nty~:°~ r0 ASSIGNMENT, CONVEYANCE AND BILL OF SiLkINC:0['i'~ C0!1'~4T¥ CLERK STATE OF WYOMING COUrNTY OF LINCOLN ) B[IG390 ) SS: ) KNOW ALL MEN BY THESE PRESENTS: THAT this. Assignment, Conveyance and Bill of Sale is made this 6th day of November, 2002, from The Prospective Investment and Trading Company, Ltd., whose address is 2162 East 61st Street, Tulsa, Oklahoma 74136-0900, hereinafter referred to as "Assignor", to AS IS Investments, L.L.C. and High Hopes Oil Company, L.L.C., herein collectively referred to as "Assignees"; WHEREAS, effective October 1, 1996, The Prospective Investment and Trading Company, Ltd. acquired its interest in and to the Oil, Gas and Mineral Leases, and Wells described on Exhibit "A" attached hereto by this reference made a part hereof, (the "Leases" and "Wells") from various New York Life Oil & Gas Production Partnerships, Ancon Partnership, Ltd., American Exploration Company, Austral Oil Company and Conquest Exploration Company, by Assignment, Bill of Sale and Conveyance recorded in Book 392, Page 426, of the records of Lincoln County, Wyoming (the "Assignment"). The Leases, Wells, and the Assignment may each be referred to as the "Assigned Interests", and; WHEREAS, ~ effective October 1, 1996, High Hopes Oil Company, L.L.C. should have been assigned an undivided 26.5% of Assignor's interest in and to the Assigned Interests, and; WHEREAS, effective September 1, 2000, AS IS Investments, L.L.C. should have been'assigned an undivided 10% out of Assignor's remaining 73.5% interest in and to the Assigned Interests, and; NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby, sell, assign, transfer, convey and set over unto the Assignees, to be effective on each date as set out above, the undivided interest set out opposite of Assignees' name out of Assignor's right, title and interest in and to the Assigned Interests. ASSIGNEES High Hopes Oil Company, L.L.C. AS IS Investments, L.,L.C. UNDIVIDED INTEREST 26.50% 7.35% PROVIDED, HOWEVER, that this Assignment is made and shall in all respects be subject to the following: 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 Interests and 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 Interests, including but not limited to, any and all obligations (i) to pay and deliver royalties, overriding royalties, non-participating royalties, and other burdens on production, (ii) in connection with or arising out of balancing of overproduction or underproduction from the Interests, and (iii) in compliance with all laws and govermnental regulations with respect to the 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 prelease condition, 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 Nylog Acquisition Properties 6 ~} 4 Lincoln County, Wyoming from, or in connection with Assignor's ownership or operation of the Interests. Assignee acknowledges that the Subject Well has been utilized for the purpose of production and development of oil and gas and that there may have been spills of crude oil, produced waters, or other materials. In addition, Assignee acknowledges that oil and gas producing formations can contain naturally occurring radioactive material (NORM) and that some oil field production equipment and/or facilities may contain asbestos, NORM or other contaminants from the oil field production equipment and properties where it may be found. Assignee assumes all liability for and in connection with the assessment, remediation, removal, transportation and disposal of any such materials and will conduct these and any other associated activities in accordance with all rules, regulations and requirements of all laws and governmental regulations. 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 condition of the 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 its directors, officers, employees, agents and representatives of each of them, 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 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 any attorneys' fees and other costs and expenses incurred in connection with investigation or defending any claims or actions, whether or not resulting in any liability, attributable to or arising out of (i) ownership or operation of the Interests subsequent to the Effective Date, and (ii) Assignees assumption of any liability or obligation in accordance with this paragraph. THE INDEMNIFICATION, RELEASES AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS ASSIGNMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ASSIGNOR. THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED, DELIVERED, AND ACCEPTED WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF TITLE OF ANY KIND OR NATURE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EITHER EXPRESS, IMPLIED OR STATUTORY. THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY THE ASSIGNEE IN THIS "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, QUALITY, CONDITION, MERCHANTABILITY, AND/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 OR REPAIR AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM). 1N ADDITION, ASSIGNOR MAKES 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 INTERESTS, OR CONCERNING THE QUALITY OR QUANTITY. OF HYDROCARBONS RESERVES, IF ANY, ATTRIBUTABLE TO THE INTERESTS, OR THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE PRICES WHICH ASSIGNEE IS OR WILL HYDROCARBONS. Nylog Acquisition F,~,v.., Lincoln County, Wyoming BE ENTITLED TO RECEIVE FOR ANY SUCH Assignor Shall warrant and defend the title to the Interests against all claims and demands of all persons claiming by, through or under Assignor, but not otherwise. This Assignment and Bill:'of Sale shall inure to the benefit of and be binding upon the parties hereto, their he]t's, successors and assigns. It is the intent of this Assignment to convey to Assignees, their respective interest subject to the conditions h~rein contained, in and to the Leases, Wells and Assigned Interest regardless as to the description, the omission of any lease or leases, errors in description, any incoff~ct or misspelled names or any transcribed or incorrect recording references. IN WITNESS WHEREOF, this ifistrument is executed the 6th day of November, 2002. .ASSIGNOR: The Prospective Investment and Trading Company, Ltd. STATE OF OKLAHOMA ) ) COUNTY OF TULSA ) BEFORE ME, the undersigned authority, on this day personally appeared Jason K. Singer, Chairman of the Board of The Prospective Investment and Trading Company, Ltd. known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated as the act and deed of said corporation. MY COMMISSION EXPIRES: December 1, 2002 GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this 6th day of November, 2002. No~Public in and for said County and State. JANET E. 8HOOK NOTARY PUBLIC, IN AND FOR $TATE OF OKLAHOMA, TULSA COUNTY . __ COMMI8810N EXPIRES~ . EXHIBIT A LINCOLN COUNTY, WYOMING FROM THE PROSPECTIVE INVESTMENT AND TRADING COMPANY, LTD. TO HIGH HOPES OIL COMPANY, L.L.C. AND AS IS INVESTMENTS, L.L.C. WELLS/PROPERTIES BRIDGER FORK UNIT #1 LEASES LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRA.CT. DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION 100~i001308'2473 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/0i/83 206 256:.~ SEC 5-20N-119W: LOT 5 & E/2 SE/4, SURFACE TO 14,622 100~.i 001308 *2473V1 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/0i/83 206:'iI 256: SEC 5-20N-I 19W: LOT 5 & E/2 SE/4, BELOW 14,622 FT. 100' 1001308*2474 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 5-20N-119W: LOTS 6, 7, SW/4 & W/2 SE/4, SURFACE TO 14,622 FT. 100~ 1001308'2474V 1 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 5-20N-119W: LOTS 6, 7, SW/4 & W/2 SE/4, BELOW 14,622 FT 100' 1001308'2475 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: NE/4 NE/4, SURFACE TO 14,622 FT. 100'1001308'2475V1 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: NE/4 NE/4, BELOW 14,622 FT. 100'1001308'2476 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: SE/4 NE/4 & NE/4 SE/4 LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION 100' 1001308*2477 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: NW/4 NE/4 & N/2 NW/4, SURFACE TO 14,622 FT. 100' 1001308'2477V 1 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: NW/4 NE/4 & N/2 NW/4, BELOW 14,622 FT. 100' 1001308'2478 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 8-20N-119W: S/2 NW/4, SW/4 NE/4, SW/4, W/2 SE/4 & SE/4 SE/4 LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION 100' 1001308'2479 BUREAU OF LAND MANAGEMENT PAUL W RUTTER 08/01/83 206 256 SEC 17-20N-119W: ALL LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION LEASE.TRACT.DETAIL LESSOR LESSEE LSE DATE RECORDED BOOK RECORDED PAGE LAND DESCRIPTION 100'1001583'2481 COMMISSIONER OF PUBLIC LANDS, LEONARD J OLHEISER 10/02/82 SEC 35-21N-119W: SW/4 NW/4, SURFACE TO 14,522 FT. 100'1001584'2483 BUREAU OF LAND MANAGEMENT JAS. O. BREENE, JR. 12/01/73 SEC 35-21N-119W: SE/4 SE/4, SURFACE TO 14,522 FT. 100'1001584'2484 BUREAU OF LAND MANAGEMENT JAS. O. BREENE, JR. 12/01/73 SEC 35-21N-119W: NE/4, W/2 SE/4, NE/4 SE/4, E/2 W/2, NW/4 N W/4 AND W/2 SW/4, SURFACE TO 14,522 FT. END OF EXHIBIT "A"