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BOOK S~Q~PRPAGE- 5 7 1
RECE VED
LINCOLN COUNIY CLERK
133 Jr, IL 21 P,H lO: I0
JEANNE WA6I~qER
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is
made as of this~y of'~, ~~ , 2003, to be effective February 1, 2003,
/1
by
and
between
MAPCO
4 ~elaware corporation (hereinafter referred to as
Inc.,
"Williams"), and Mid-America Pipeline Company, LLC, a Delaware limited liability
company (hereinafter referred to as "MAPL").
WHEREAS, portions of the easements described on Exhibit "A", attached hereto
and made a part hereof (the "Easements") owned by Williams are beneficially owned by
MAPL but in some instances documents evidencing such beneficial ownership were
unintentionally not recorded in the appropriate records by Williams; and
WHEREAS, through Various prior name changes, assignments and conveyances
(many of which are unrecorded) since creation of the Easements both parties when
combined together, are the current owners of the easement interests contained within the
Easements LESS AND EXCEPT any interest in the Easements conveyed to Williams
Ammonia Pipeline Inc., a Delaware corporation; and
WHEREAS, Williams, to the extent they are legally and contractually able to do
so, wishes to assign to MAPL all of the rights and obligations in, under and pursuant to
the Easements (along with any valid amendments to said agreements and contracts)
Assignment Outside Conway
Page 1. 9f ?
7'17 .......... . ,,,',:,:4 .... :' 7
insofar as the Easements are applicable to MAPL's pipelines, and MAPL is willing to
accept from Williams all such rights and assume all such obligations.
NOW, THEREFORE, for and in consideration of the mutual covenants, and
subject to the terms and conditions contained herein, the parties hereto agree as follows:
1. Assignment and Assumption To MAPL
(a) Insofar as Williams is legally and contractually able to do so,
Williams hereby quitclaims, sells, transfers, sets over and assigns unto MAPL all of
Williams' rights and obligations in, under and pursuant to the Easements on Exhibit "A",
to the extent they are in force and effect, together with any and all valid existing'
amendments or modifications to the Easements (whether listed or not on Exhibit "A")
INSOFAR AND INSOFAR ONLY as the Easements are applicable to MAPL's
· pipelines.
(b) MAPL hereby, accepts the assignment by Williams Set forth in
paragraph (a) above, and assumes and agrees to perform all of Williams' obligations
arising on or after the date hereof, in, under and pursuant to the Easements and any valid
amendments or modifications to the extent they are in force and effect and ONLY
INSOFAR as the Easements are applicable to the pipelines described in Paragraph (a)
above.
(c) Williams and MAPL agree to execute such other documents, in
addition to this Agreement, as may be required to effectuate the terms of this Agreement.
(d) Nothing contained herein shall (i) be construed to defeat, impair or
limit in any way any rights or remedies of MAPL against any third party to contest or
dispute the validity or amount of any assumed liability or obligation, or (ii) reduce or
otherwise affect MAPL's rights as set forth in the Easements
Assignment Outside Comvay
Page 2 of 5
573
2. Binding Effect
All covenants and agreements contained herein shall be binding upon and inure to
the benefit of the respective heirs, successors and permitted assigns of the parties,
whether expressed or implied.
3. Law
This Agreement shall be construed, interpreted and applied in accordance with the
laws of the State of Delaware, without regard to choice of law principles thereof.
(the remainder of this page is intentionally left blank)
Assignment Outside Conway
Page 3 of 5
5 7.4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
WILLIAMS:
MAPCO Inc., a Delaware corporation
By: ' ~
Clayton J Harris
Title: Attorney in Fact
MAPL:
Mid-America Pipeline ComPany, LLC,
a Delaware limited liability company
By: ~John R. San~om
Title: Attorney in Fact
Assignment Outside Conway
Page 4 of 5
STATE OF OKLAHOMA )
575
COUNTY OF TULSA )
BE IT REMEMBERED, that on the 20 day of May , 2003, before me
the undersigned, a Notary Public in and for said County and State, came Clayton J.
Harris, Attorney in Fact of MAPCO, Inc., a corporation duly organized, incorporated and
existing under and by virtue of the laws of the State of Delaware , who is personally
known to me to be the same. person who executed the within instrument on behalf of said
corporation and such person duly acknowledged the execution of the same to be the act
and deed of said corporation.
I14 WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
°i~6i~i-:sda:t the day and year last above written.
8/19/2006
~ili-'z., -
Notary Public
STATE OF TEXAS )
COUNTY OF HARRIS )
BE IT REMEMBERED, that on the day of j/~-'~ , 2003,
before me the undersigned, a Notary Public in and for said County' ,,,,L ,anjX ~ate, came John
R. Sanborn, Attorney in Fact of Mid-America Pipeline Companj. kM~LC, a limited
liability company duly organized, incorporated and existing under and by virtue of the
laws of the State of Delaware, who is personally known to me to be the same person who
eXecuted the within instrument on behalf of said company and such persons duly
acknowledged the execution of the same to be the act and deed of said company.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above xvritten.
U Notaryeublic ~
My Commission Expires: ~~'~7~'~
t~ \.,.~k. ~,,~ J~/ MY COMMISSION EXPIRES
Assignment Outside Conway
Poaee 5 of 5
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