ASSIGNMENT AND BILL OF SALE
Exhibit
10.2
ASSIGNMENT
AND ▇▇▇▇ OF SALE
THIS
ASSIGNMENT AND ▇▇▇▇ OF SALE (“Agreement”) is made this 24th
day of
January 2005, but is effective as of January 1, 2005 (the “Effective Date”) by
and between Conquest Exploration Company, L.L.C. (“hereinafter “Assignor”),
whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and
Osage energy, L.C.C., whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter “Assignee”).
WITNESSETH
Assignor,
in consideration of Ten Dollars ($10.00) and other
good
and
valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, does GRANT,
SELL,
CONVEY, ASSIGN and DELIVER unto Assignee One Hundred percent (100.00%) of
all
right, title and interest in and the following properties, as of the Effective
Date:
| A. |
The
oil and gas leases described on Exhibit "A"
(attached
hereto and made a part
hereof for all purposes), insofar as and only insofar as said leases
cover
the lands which are specifically described on Exhibit "An,
all
royalty and overriding royalty interests in existence as of the
Effective
Date, and further
subject
to all restrictions, exceptions, reservations, conditions, limitations,
burdens, contracts, agreements and other matters applicable to
such leases
and interests, whether of record or not (the "Leases)
|
| B. |
All
presently existing and valid oil, gas or mineral unitization, pooling,
operating and communitization agreements, declarations and others,
in and
to the
properties
covered
and the units created thereby, which are appurtenant to the Leases.
|
| C. |
All
presently existing
and
valid oil and gas sales, purchase, exchange and processing contracts,
casing bead gas contracts, operating agreements, joint venture
agreements,
partnership agreements, right-of-way
easements, permits and
surface
leases and other contracts, agreements and
instruments,
insofar as the same
are
appurtenant
to
the
Leases.
|
| D. |
All
oil, gas, condensate and natural gas liquids produced after the
EFFECTIVE
DATE, including “Line
till” and inventory below the pipeline connection
in the tanks, attributable to the Leases; and,
|
| E. |
All
▇▇▇▇▇, equipment, fixtures
and
personal property located
on the lands described
on
Exhibit
“A” or appurtenant to the Leases, including pumps, well equipment (surface
and sub-surface), water disposal ▇▇▇▇▇, compressors, gathering
lines, flow
lines, valves, meters, separators, tanks and tank batteries.
|
The
foregoing leases, interest, rights and property described
in
Paragraphs
A through E,
above,
are herein called
the
"Property", located in Osage County, Oklahoma.
TO
HAVE
AND TO HOLD, the Property, subject to the following:
| I. |
Assignee
hereby assumes and agrees to perform and be bound by all provisions
of the
Leases and all contractual duties and obligations of Assignor as
owner of
the Property to the extent that the same are valid and subsisting
on the
Effective Date. Assignee shall, at its sole expense, comply with
all laws,
rules, regulations, orders and ordinances (collectively the “laws”) of any
governmental
authority
claiming
jurisdiction over
the Leases,
including, but
not
limited to, those laws pertaining to the abandonment of ▇▇▇▇▇,
the
plugging of inactive ▇▇▇▇▇ and the restoration of
the surface.
Assignee shall protect, defend, indemnity and hold Assignor, its
officers,
directors, employees and agents, harmless from and against
any
and
all claims, demands, suits, causes of
action and
any sanctions of every kind and character, including reasonable
attorneys'
fees,
court costs and costs of investigation, which may be made or asserted
by
any
party on account of personal injury, death or property damage,
including
claims for pollution, environmental damage or remediation, any
fines or
penalties assessed
on account of
such
damage and causes of action alleging statutory liability
caused
by,
arising out of, or in any way incidental to operations
conducted
on the Property subsequent
to the Effective Date or in any way
connected
with the physical condition of the Property,
the equipment or facilities located on the Property as of the Effective
Date.
|
| 2. |
Assignee
hereby assumes sole and complete responsibility for the proper
and timely
removal of all well
equipment
and personal property
from
the
Property in accordance with any applicable
oil and gas leases and governmental regulations pertaining
thereto
and, from and after
the Effective Date, for any and all damages or
liability arising
out
of or in any way connected
with said equipment and its
removal,
use and maintenance.
|
| 3. |
Assignor
shall protect, defend, indemnify
and hold harmless Assignee,
its officers,
directors,
employees
and agents from and against any and all claims, demands, suites,
causes of
actions, and any sanctions
of every kind and character,
including
reasonable
attorneys· fees,
court costs,
and costs of investigation,
which
may
be
made or
asserted
by
any
party
on
account
of personal
injury, death, or
property
damage,
including claims
for
pollution,
environmental damage or remediation,
any fines or penalties
assessed
on
account of
such
damage and causes
of action alleging statutory
liability caused by, arising
out of,
or in any way
incidental to
operations conducted on the Property prior
to
the Effective Date.
|
| 4. |
Except
as provided herein, this Assignment is made without warranties
or
representations of any kind (including, without limitation, warranties
or
title) , all representations and warranties
being
expressly
disclaimed:
specifically
in this connection, but without limiting the
generality of the foregoing. ALL EQUJPMENT, OTHER PERSONAL PROPERTY
AND FIXTURES SOLD AND CONVEYED TO ASSIGNEE HEREIN IS SOLD AND CONVETED
ON
NA “AS IS” AND “WHERE IS” BASIS AND ASSIGNOR
MAKES NO REPRESENTATIONS
OR WARRANTIES, EITHER EXPRESS OR IMPLIED AS TO THE
MERCHANTABILITY, QUALITY, CONDITION, OR FITNESS
FOR
A PARTICULAR
PURPOSE OF SUCH EQUIPMENT, OTHER PERSONAL PROPERTY AND
FIXTURES.
|
THE
PARTIES AGREE
THAT,
TO
THE EXTENT REQUIRED
BY
LAW TO
BE APPLICABLE, THE DISCLAIMERS
CONTAINED
WITHIN
THIS PARAGRAPH
ARE
"CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE OF ANY LAW,
RULE
OR
ORDER.
| 5. |
Assignor
shall be responsible for all taxes
arising from
operation of the Property and production
therefrom prior
to
the Effective
Date
hereof. Assignee shall be responsible for all
taxes arising from operation
of the
Property and production therefrom after
the
Effective Date
hereof. Property taxes for the current tax
year shall
be prorated between Assignor and Assignee
as of the
Effective
Date. Assignee shall
pay
and bear all
sales
taxes, if any, and all
documentary
transfer
taxes
relating to the transfer
of the
Property. Assignee shall promptly
cause
this Assignment
and
▇▇▇▇ of Sale to be recorded
and
shall furnish
Assignor
with a recorded
copy thereof. Assignee shall pay and bear all recording fees and
similar
costs relative
to the Property it
acquires.
|
| 6. |
As
part of the consideration for
the
execution
and
delivery of this
instrument by
Assignor, Assignee
agrees to all of the terms
and
provisions hereof and joins in the execution of this instrument
to
evidence this agreement.
|
| 7. |
This
Assignment shall be
binding
upon and inure to the benefit of
Assignee
and Assignor
and
their
respective successors and assigns.
|
| 8. |
This
Assignment is subject to that certain Letter Agreement dated January
25.
2003 by and between
Assignor and Assignee.
|
| 9. |
Assignor
agrees that it
shall
execute
and
deliver to Assignee any governmental documentation
required by
the
Bureau of Indian Affairs which they
would
require in order to
effectuate this Assignment and ▇▇▇▇ of Sale.
|
EXECUTED
as
of
the
day
and
year
first
written
above.
| ASSIGNOR: | CONQUEST EXPLORATION COMPANY, LLC | |
| |
|
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| By: | ||
|
Manager |
||
 |
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| ASSIGNEE: | OSAGE ENERGY, LLC | |
| |
|
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| By: |  |
|
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|
▇▇▇▇ ▇▇▇▇▇▇▇▇, Manager |
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EXHIBIT
A
To
that
certain Assignment
and
▇▇▇▇
of Sale dated January ___, 2004, by
and
between Conquest Exploration Company, LLC and
Osage
.Energy, LL.C.
covering
lands, ▇▇▇▇▇ and equipment in Osage
County. Oklahoma to wit:
PROPERTIES:
Oil
and
Gas Leases:
Osage
Lease: ▇▇/▇ ▇▇▇▇▇▇▇ ▇▇-▇▇▇-▇▇▇, ▇▇▇ Contract Number 17700, dated
7/21/99.
▇▇▇▇▇▇
Lease: ▇▇/▇ ▇▇▇▇▇▇▇
▇▇-▇▇▇-▇▇▇, ▇▇▇ Contact
Number 17701, dated 7/21/99.
▇▇▇▇▇▇
Lease: ▇▇/▇ ▇▇▇▇▇▇▇
▇▇-▇▇▇-▇▇▇,
▇▇▇
Contract Number
17702,
dated 7/21/99.
All
of
the above said Oil and Gas Leases shall be delivered to Assignee at 81.25%
Net
Revenue Interest lease.
▇▇▇▇▇
and
Associated:
Sub-Surface Pipe and Equipment and Surface Equipment:
Osage
#1,2,3,4,5,6,7,8 and 10 located in SE/4 of Section 30-21N-10E.
▇▇▇▇▇▇
#1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18 and 19 located in N/2 of Section
31-21N-10E.
Any
and
all
other
▇▇▇▇▇, property and equipment located and associated with any ▇▇▇▇▇ located
in
the
SE/4
of Section 30 and the N/2 of Section 31, all in Township 21N, Range 10E,
Osage
County, Oklahoma and not specifically described hereinabove.