ASSIGNMENT AND BILL OF SALE
Exhibit
10.17
ASSIGNMENT
AND ▇▇▇▇ OF SALE
This
Assignment and ▇▇▇▇ of Sale, effective as of 7:00 a.m., Central Standard Time
the 1st
day of
August, 2005 (the "Effective Date"), is by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, [ADDRESS]
(herein called "Assignor") and Affiliated Holdings, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (herein called "Assignee").
W
I T N E
S S E T H:
WHEREAS,
Assignor is the present owner of an interest in certain Oil, Gas and Mineral
leases in ▇▇▇▇▇▇▇▇▇▇ Parish, Louisiana, as more particularly identified on
Exhibit "A" which is attached hereto and made a part hereof; and
WHEREAS,
Assignor has agreed to assign, sell and transfer to Assignee all of its right,
title and interest in and to the leases, ▇▇▇▇▇ and personal property attached
thereto as described in Exhibit "A" attached hereto and made a part hereof,
all
for the consideration and on the terms and conditions as expressed
herein.
NOW,
THEREFORE, for and in consideration of the sum of Ten Dollars and other good
and
valuable consideration paid by Assignee to Assignor, the receipt and sufficiency
of which are hereby acknowledged, Assignor, subject to the terms hereof, does
hereby GRANT, BARGAIN, SELL, TRANSFER, CONVEY and ASSIGN unto Assignee, it
successors and assigns, effective as of the above stated date, the
following:
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A.
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(1)
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An
undivided 22.2638% interest in and to the Leases described on Exhibit
“A”
attached hereto, together with a like interest in the wellbore of,
and all
production from, the ▇.▇. ▇▇▇▇▇ No. 7 Well (Serial No. 212782) located
in
Section 17, Township 12 South, Range 3 East, together with a like
interest
in all equipment and facilities associated with said well located
on the
lands affected by the Leases including, but not limited to, the equipment
associated with said well shown on Exhibit “B” attached hereto LESS AND
EXCEPT, however, all rights in, and production from, the wellbores
of the
▇▇▇▇▇ listed in 2, 3 and 4 below, Assignee acquiring the interests
in said
▇▇▇▇▇ and production as described in Paragraphs 2, 3 and 4,
below.
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(2) An
undivided 22.2638% interest in and to the wellbore for the ▇.▇. ▇▇▇▇▇ No. 8
Well
(Serial No. 225998) located in Section 17, Township 12 South, Range 3 East,
together with a like interest in all production from said well and a like
interest in all equipment and Facilities associated with said well located
on
the lands affected by the Leases including, but not limited to, the equipment
associated with said well shown on Exhibit “B” attached hereto.
(3) An
undivided 22.2638% interest in and to the wellbore for the ▇.▇. ▇▇▇▇▇ Saltwater
Disposal Well (Serial No. 970797) located in Section 17, Township 12 South,
Range 3 East, together with a like interest in all production from said well
and
a like interest in all equipment and Facilities associated with said well
located on the lands affected by the Leases including, but not limited to,
the
equipment associated with said well shown on Exhibit “B” attached
hereto.
(4) An
undivided 22.2638% interest in and to the wellbore for the ▇.▇. ▇▇▇▇▇ No. 2
Well
(Serial No. 216890) located in Section 17, Township 12 South, Range 3 East,
together with a like interest in all production from said well and a like
interest in all equipment and Facilities associated with said well located
on
the lands affected by the Leases including, but not limited to, the equipment
associated with said well shown on Exhibit “B” attached hereto.
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(the
interests described in Paragraph A(1), (2), (3) and (4) being hereinafter
being collectively referred to as the “Lease Interests”), transfer of the
Lease Interests herein being subject, however, to all reservations,
provisions, conditions and burdens of record affecting the
Leases.
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B.
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Any
unitization, pooling, communitization agreements, declarations and
orders
relating to the Lease Interests and the units created thereby (including,
without limitation, all units formed under orders, regulations, rules
and
other official acts of any federal, state or other governmental agency
having jurisdiction), but only insofar as the same cover the Lease
Interests, and subject additionally to the terms and provisions of
said
agreements, declarations and
orders;
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C.
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Rights
and obligations of Assignor accruing after the Effective Date under
all
presently existing oil and gas sales, purchase, exchange, transportation
and processing agreements, casinghead gas contracts, operating agreements,
farmouts and other contracts or agreements relating to the Lease
Interests, as well as all gas balancing rights and obligations of
Assignor
respecting production prior to the Effective
Date.
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D.
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All
interests of Assignor in personal property, easements, permits, licenses,
rights-of-way, gathering facilities, lease and well equipment, casing,
tubing, and any and all other subsurface and surface equipment described
on Exhibit B (hereinafter collectively called "Personal Property")
situated upon or used in connection with the Lease
Interests.
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Provided
further, however, the Personal Property herein described is assigned,
transferred and accepted by Assignee WITHOUT WARRANTY, EITHER EXPRESSED,
STATUTORY OR IMPLIED, WHETHER AS TO DESCRIPTION, CONDITION, QUALITY, FITNESS
FOR
ANY PURPOSE, MERCHANTABILITY, COMPLETENESS, CONFORMITY TO ANY MODEL, SAMPLE
OR
DESCRIPTION OR OTHERWISE. Assignee has had an opportunity to inspect said
Personal Property and accepts same on an AS-IS, WHERE-IS BASIS, subject to
all
obvious and latent defects and all risks inherent in using and operating
same.
The
interests and rights specified in the foregoing subparagraphs A, B, C and D
shall be collectively referred to herein as the "Properties."
TO
HAVE
AND TO HOLD the Properties, together with any and singular, the rights and
privileges appertaining thereto, unto Assignee and its successors and assigns
forever. Assignor warrants title to the Properties by, through or under
Assignor, but not otherwise, effective from the date first above written and
with full substitution and subrogation to all rights and actions of warranty
against prior owners. Assignor further warrants that to the best of its
knowledge, the Lease Interests assigned hereunder are in full force and effect
as of the date hereof and that there is no existing, or to the best of your
knowledge threatened, litigation affecting the Properties.
This
Assignment and ▇▇▇▇ of Sale and the rights transferred hereunder are subject
to
the terms and conditions of all unit agreements, as well as all operating
agreements, pooling designations, unit orders, gas sales contracts and the
production status of the Properties under all of same, as well as all other
agreements and commitments presently in force, and any and all other matters,
encumbrances and ownership interests as any of the foregoing may appear of
record which may in anyway affect the Properties, the leases described in
Exhibit "A" or the lands covered hereby, to all of which and the record thereof
reference is made for all purposes.
Assignee
agrees to assume its share of all obligations, expressed and implied, contained
in the leases described on Exhibit "A", applicable operating and unit
agreements, gas sales contracts and related agreements. Assignee specifically
agrees to be responsible for its share of the proper plugging and abandoning
of
the ▇▇▇▇▇ presently located on the lands conveyed hereunder and the restoration
of the surface in accordance with the terms of the applicable lease, as well
as
any ▇▇▇▇▇ subsequently drilled on such land, all as may be required by the
applicable governmental authority having jurisdiction.
Assignor
shall indemnify and save Assignee harmless from and against all claims,
obligations, liabilities, losses or damages, costs or expenses (including,
without limitation, all attorney fees, including trial and appeal) incurred
or
suffered by Assignee with respect to Assignor's ownership of the Properties
and
which accrue or relate to the time prior to the Effective Date, except with
respect to plugging liability and Environmental Claims as provided below.
Assignee shall indemnify and save Assignor harmless from all claims,
obligations, liabilities, losses, damages, costs or expenses (including, without
limitation, all attorney fees, including trial and appeal) incurred or suffered
by Assignor with respect to Assignee's ownership of the Properties and which
accrue or relate to the time after the Effective Date, except that Assignor
accepts all liability, including indemnifying and holding Assignor harmless,
in
respect of (a) the cost of proper plugging and abandoning of the ▇▇▇▇▇ presently
located on the Properties and the restoration of the surface in accordance
with
the terms of the applicable leases, as well as any ▇▇▇▇▇ subsequently drilled
on
such land, all as may be required by the applicable governmental authority
having jurisdiction, and (b) Environmental Claims, whether accruing or relating
to the time before or after the Effective Date, and whether relating to the
subsurface or subsurface, or to groundwater in or under the Properties.
“Environmental Claims” means claims, obligations, liabilities, losses, damages,
costs or expenses of any kind or nature including but not limited to demands,
fines, remediations, or penalties asserted by any governmental entity
(including, without limitation, all attorney fees, including trial and appeal)
asserted against, incurred or suffered by Assignor, which arise out of or are
related to the environmental condition of the Properties, or under any
Environmental Law. “Environmental Law” means any federal or state law, statute,
rule or regulation, or municipal ordinance, rule or regulation, relating to
(1)
any chemical, substance, material, mixture, contaminant or pollutant, now or
hereafter defined as a "hazardous substance" under the Comprehensive
Environmental Response, Compensation and Liability Act, as amended from time
to
time, and all regulations thereunder, as amended from time to time; (2)
petroleum, crude oil, or any fraction thereof; (3) any pollutant, contaminant,
special waste or toxic substance or naturally occurring radioactive materials
(“NORM”) now or hereinafter listed, defined by or subject to regulation under
any federal, state or local statute, ordinance, rule, regulation, standard,
policy, guidance, permit, order, administrative or judicial decision or
pronouncement, previously, currently or hereafter in effect, as amended from
time to time, pertaining to health, safety, or the environment, including
without limitation, natural resources, environmental regulation, contamination,
pollution, cleanup, or disclosure. Assignee has inspected or has had adequate
opportunity to inspect the Properties with regard to Environmental Claims and
does not rely on information provided by Assignor as to such matters. Neither
party shall indemnify the other against gross negligence or intentional wrongful
acts of the party seeking the indemnity.
Assignor
agrees to execute, acknowledge and deliver to Assignee any other additional
instruments, notices, division orders, transfer orders, assurances to third
parties and other documents and to do such further acts as may be reasonably
necessary to fully and effectively acknowledge and confirm the transfer of
the
Properties to Assignee.
This
Assignment and ▇▇▇▇ of Sale may be executed in any number of counterparts and
each such counterpart shall be deemed an original agreement for all purposes;
provided that no party shall be bound to this agreement unless and until all
parties have executed a counterpart. For purposes of assembling all counterparts
into one document, the signature page may be detached from one or more
counterparts and, after signature thereof by the respective party, attach each
signed signature page to a counterpart. For the purposes of this agreement,
execution of the agreement by facsimile shall be considered as an original
signature.
EXECUTED
this ____ day of August 2005 but effective as of the Effective
Date.
▇▇▇▇▇▇
▇▇▇▇▇▇▇
By:
_________________________
▇▇▇▇▇▇
▇▇▇▇▇▇▇
AFFILIATED
HOLDINGS, INC.
By:
________________________
▇▇▇▇
▇.
▇▇▇▇▇
Its: Executive
Vice President
Execution
Version
STATE
OF
TEXAS
COUNTY
OF
▇▇▇▇▇▇
The
foregoing instrument was acknowledged by me on the _____ day of August 2005,
by
▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President of Affiliated Holdings, Inc., on behalf
of said corporation.
(S
E A
L) _____________________________
Notary
Public
STATE
OF
TEXAS
COUNTY
OF
▇▇▇▇▇▇
The
foregoing instrument was acknowledged by me on the _____ day of August 2005,
by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ behalf of himself.
(S
E A
L) _____________________________
Notary
Public
Execution
Version
EXHIBIT
A
Leases
To
that
certain Assignment and ▇▇▇▇ of Sale dated August 1, 2005 between
▇▇▇▇▇▇
▇▇▇▇▇▇▇ and Affiliated Holdings, Inc.
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Lessor
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Lessee
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Recordation
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20100871
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, et al
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20101948
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▇▇▇▇▇ ▇▇▇▇▇▇, et al
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20100872
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20100873
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Execution
Version
EXHIBIT
B
Equipment
To
that
certain Assignment and ▇▇▇▇ of Sale dated August 1, 2005 between
▇▇▇▇▇▇
▇▇▇▇▇▇▇ and Affiliated Holdings, Inc.
▇.
▇.
▇▇▇▇▇ SWD #l
SN
970797
| 1. |
▇▇▇▇▇▇▇▇
Saltwater
Pump SN 160018502071- Triplex with M
C
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Electric
Motor HP 25 SN 9-390028.61
2. One
500
bbl Bolted Tank 8' x 21.6'
3. Two
300
bbl Welded Steel Tanks 15' x 16'
▇.▇.
▇▇▇▇▇ #▇
▇▇
▇▇▇▇▇▇
1. One
PMSE
30" x 15' ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2. One
Kenwind 4' x 20' ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
3. Two
400
bbl Welded Steel O l Storage Teaks
4. Pumping
Tee, Anchors & Others Assembly Valves & Fittings
▇.▇.
▇▇▇▇▇ #▇
▇▇
▇▇▇▇
1. One
4' x
20'
Vertical Beater Treater
SN 1335
2. One
Permian 36" x 10' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3. Two
400
bbl Welded Steel Oil Storage Tanks
4. Dehy
Unit
and Separator
Sm
12" x
10' 1440 PSI Packed Contact Tower SNI4001
▇▇▇▇▇
125M BTU Glycol Regenerator 8N31051
2"
Meter
Run
5. Back
Pressure valves
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One
2 1/16" WKM 5M X-MAS TREE consisting of two mater valves, one
swab
valve, one manual wing, one actuated wing, and an adjustable
choke
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