PURCHASE AND SALE AGREEMENT
Exhibit 10.1
This Purchase and Sale Agreement (this “Agreement”) is entered into January 7, 2025, by and between U.S. Energy Corp., a Delaware corporation, whose address is 0000 X. Xxxx, Xxxxxxx, Xxxxx 00000 (“US Energy” or “Buyer”) and Synergy Offshore LLC, a Texas limited liability company, whose address is 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Synergy” or “Seller”). US Energy and Synergy are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ARTICLE I.
ASSETS
1.1 Assets. The term “Assets” shall mean all of Seller’s right, title and interest, whether legal, equitable, present, contingent, reversionary, or otherwise, in and to any of the following, less and except for the Seller Reserved Interests and the Excluded Assets:
1.2 Seller Reserved Interests. The term “Assets” shall not include, and Seller excepts and reserves under this Agreement and the Assignment, an undivided twenty percent (20.00%) of Seller’s right title and interest in the Leases and Lands and other Assets described in Section 1.1 clauses (a) through (o), and the Excluded Assets (collectively, the “Seller Reserved Interests”), subject to Section 2.1(e).
The term “Affiliate” as used in this Agreement means any person or entity that directly or indirectly, through one or more entities, controls, is controlled by or is under common control with the Party specified. For the purpose of the immediately preceding sentence, the term “control” and its syntactical variants mean the power, direct or indirect, to direct or cause the direction of the management of such Party, whether through the ownership of voting securities, by contract, agency or otherwise.
1.3 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Assets shall not include, and there is excepted, reserved for Seller and excluded from this transaction, the following (collectively, “Excluded Assets”):
(a) Excluded Books and Records (including Privileged Documents). (i) All of Seller’s corporate minute books, financial records and other business records that relate to Seller’s business generally (including the ownership and operation of the Assets), (ii) any records to the extent disclosure or transfer is restricted by any third party license agreement, or other third party agreement or applicable law, (iii) licensed computer software, (iv) all legal records and legal files of Seller and all other work product of and attorney-client communications with any of Sellers’ legal counsel, other than copies of (x) title opinions and (y) the Leases, Existing Contracts or other agreements relating to Assumed Obligations, (v) personnel records for Seller’s employees, (vi) records relating to Seller’s sale process for the Assets, including bids received from and records of negotiations with third parties and information or analyses (including financial analyses) related to such bids or offers, and (vii) any records to the extent pertaining to the other Excluded Assets.
(l) Master Service Agreements. Master service agreements, blanket agreements or similar contracts.
In the event Buyer comes into possession of any Excluded Assets, it shall deliver such Excluded Assets, as promptly as possible, to or as directed by Xxxxxx.
ARTICLE II.
PURCHASE AND SALE
Subject to the terms and conditions contained in this Agreement and the Participation Agreement, Xxxxx agrees to purchase and receive the Assets from Seller, and Seller agrees to sell and deliver the Assets to Buyer.
2.1 Purchase Price. On the date of Closing, Buyer will pay or deliver to Seller the following (or with respect to clauses (c), (d), (e) and (f), Seller shall be entitled to, and Xxxxx agrees to perform, pay and deliver, if and when applicable following the Closing) (the “Purchase Price”):
(b) Shares. An aggregate of 1,400,000 shares of U.S. Energy common stock (the “Shares”).
Nothing in this Agreement, the JOA or the Participation Agreement shall entitle Seller to participate in the construction, ownership or operation of any processing plants, injection xxxxx or other facilities to gather, transport, process, store or sell helium, carbon dioxide, or other gas products within the AMI. Further, Seller shall not be obligated to fund any capital or operating costs or expenses in respect of any such plants or facilities, nor shall it be entitled to any revenues from or attributable to such plants or facilities, whether before or after recovery of capital costs, including, without limitation, the Initial CO2 Plant, other than as may be included in the Seller Plant Allocation. Seller shall not have any right to sell its interest in the Seller Plant Allocation, nor force or object to any sale or conveyance by USEG. Further, nothing herein shall obligate USEG to construct a CO2 processing plant at any time.
(g) The Cash, Shares, Carried Working Interest and rights to Tax Credit Payments, Seller Plant Allocation and Cut Bank Revenue Interest under this Agreement and the ancillary agreements contemplated hereby are collectively referred to herein as the “Consideration.” This Agreement together with the Assignment, the Participation Agreement, and the JOA (each as defined herein), along with any other document or agreement entered in connection the Transactions, are referred to herein as the “Transaction Documents.”
ARTICLE III.
EXPENSES, REVENUES, PURCHASE PRICE ADJUSTMENTS
3.1 Allocation of Costs, Expenses and Revenues. Subject to the terms hereof, ownership and possession of the Assets shall be transferred from Seller to Buyer at, and effective as of the Closing Date. Subject to Section 12.1: (a) Seller shall remain entitled to all of the rights of ownership (including the right to all Production, proceeds of Production and other proceeds) and shall remain responsible for all costs and expenses incurred with respect to the Assets (“Property Expenses”) for the period of time prior to the Closing Date and (b) from and after Closing, Buyer shall be entitled to all of the rights of ownership (including the right to all Production, proceeds of Production and other proceeds) and shall be responsible for all Property Expenses incurred with respect to the Assets for the period of time from and after the Closing Date.
3.2 Upward Adjustments to the Purchase Price. In the Final Settlement Statement, the Cash portion of the Purchase Price shall be adjusted upward by the following (without duplication) (“Upward Adjustments”):
(a) the amount of all Property Expenses paid by Seller that are attributable to the Assets and incurred on and after the Closing Date;
(b) an amount equal to all prepaid Property Expenses attributable to the period on or after the Closing Date that have been paid by Seller to third parties; including any such costs or additional acquisition costs actually paid by Seller to third parties to secure additional assets prior to Closing Date to be sold to USEG on the same terms as otherwise set forth herein which USEG has approved in writing prior to the issuance of the Final Settlement Statement (“Additional Assets”).
(c) to the extent that proceeds for Production produced prior to the Closing Date have not been received by or remitted to Seller, an amount equal to the value of all Production attributable to the Assets in pipelines or in tanks (including inventory) above the pipeline sales connection as of the Closing Date (excluding line fill, water sand sludge and dead bottoms), such value to be based upon the contract price in effect as of the Closing Date (or if no such contract is in effect, the market value in the area as of the Closing Date), net of any (i) payments owed to royalty or working interest owners or other burdens on production, (ii) gathering, processing and transportation costs paid in connection with the sales of hydrocarbons, or (iii) Taxes, in each case;
(d) the amount of any Asset Taxes allocable to Buyer under Section 13.1, but paid or economically borne by Seller; and
(e) any other upward adjustment agreed upon by Seller and Buyer or as otherwise set forth in this Agreement.
3.3 Downward Adjustments to the Purchase Price (“Downward Adjustments”). In the Final Settlement Statement, the Cash portion of the Purchase Price shall be adjusted downward by the following (without duplication):
(a) an amount of all Property Expenses that are incurred prior to the Closing Date but not paid or otherwise economically borne by Seller;
(b) the amount of all proceeds and revenues received by Seller that are from or attributable to the Assets from and after the Closing Date (net of any (i) Burdens, or (ii) gathering, processing and transportation costs paid in connection with the sales of Production, in each case, to the extent that such proceeds or revenues have been paid by Xxxxx and not remitted or paid by Seller);
(c) the amount of all Asset Taxes allocable to Seller in accordance with Section 13.1, but paid or economically borne by Buyer;
(d) any other downward adjustment agreed upon by Seller and Buyer or otherwise set forth in this Agreement.
3.4 Allocation of Purchase Price. Seller and Buyer will work in good faith to mutually agree upon an allocation of the Purchase Price, as adjusted (the “Adjusted Purchase Price”) and any liabilities assumed by Buyer under this Agreement that are treated as consideration for United States federal Income Tax purposes among the Assets in accordance with Section 1060 of the United States Internal Revenue Code (the “Code”) on or prior to the date that is 30 days after the final determination of the Final Settlement Statement (such allocation, as agreed upon, the “Tax Allocation”). Seller and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state, and local income and other Tax consequences of the Transactions, and in particular to report the information required by Section 1060(b) of the Code, and to prepare Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) in a manner consistent with the Tax Allocation as revised to take into account subsequent adjustments to the Purchase Price, and shall not take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation or otherwise, unless required to do so by any applicable Law after notice to and discussions with the other Party, or with such other Party’s prior consent; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in good faith in connection with such allocation.
ARTICLE IV.
[RESERVED]
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
5.1 Seller Representations and Warranties. Seller represents and warrants that as of the Closing Date:
(a) Organization; Authority of Seller. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas. Seller has all requisite power and authority to carry on its business as presently conducted and to execute and deliver the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents and consummation of the Transactions and the fulfillment of and compliance with the terms and conditions hereof will not violate, or be in conflict with, any material provision of Seller’s governing documents or any material provision of any agreement or instrument to which it is a party or by which it is bound, or, to its knowledge, any judgment, decree, order, statute, rule or regulation applicable to it.
(r) Each Material Contract set forth on Schedule 5.1(q) is a legal, valid and binding obligation against Seller and, to Seller’s knowledge, each other party thereto, is enforceable against Seller in accordance with its terms and, to Seller’s knowledge, each other party thereto, is in full force and effect, subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Neither Seller nor, to the Seller’s knowledge, any other party thereto, is in default or breach under any Material Contract and no event, occurrence, condition or act has occurred that, with the giving of notice, would become a default or event of default by Seller or, to the Seller’s knowledge, any other party thereto. Neither Seller nor any of its Affiliates or respective agents has received from any other person to a Material Contract any written notice of termination, the intention to terminate, or alleging any material violation, material breach or material default with respect to any Material Contract that remains unresolved as of the Execution Date.
(z) Title. Seller owns no less than Defensible Title to the Leases and Xxxxx.
(cc) Payout Balances. There are no non-consent or payout balances affecting the Assets.
(ff) Securities Law Compliance.
(i) Seller is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Seller (i) is acquiring the Shares for its own account and not with a view to a sale, distribution or other disposition thereof in violation of the Securities Act, (ii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Shares and is able financially to bear the risks thereof, and (iii) understands that the Shares will, upon issuance by Buyer and acquisition by Seller, be characterized as “restricted securities” under U.S. state and federal securities laws and that under such laws and applicable regulations cannot be sold, transferred, offered for sale or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements under the Securities Act, and in compliance with applicable state and federal securities laws.
(ii) Seller has experience in analyzing and investing in companies similar to Buyer and is capable of evaluating the merits and risks of its decisions with respect to such matters and has the capacity to protect its own interests.
(iii) Seller has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
(iv) To the extent necessary, Seller has retained and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of the Shares.
(v) Xxxxxx has had an opportunity to discuss Xxxxx’s business, management and financial affairs with the members of Xxxxx’s management and has had an opportunity to ask questions of the officers and other representatives of Buyer, which questions, if any, were answered to its satisfaction.
(vi) Seller (i) is aware of, has received and had an opportunity to review (a) the Buyer’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (SEC) on March 26, 2024; (b) the Buyer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2024, and (c) the Buyer’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2024, to the date of such Seller’s entry into this Agreement (which filings can be accessed by going to xxxxx://xxx.xxx.xxx/xxxxx/xxxxxxxxxxx/xxxxxxxxxxxxx.xxxx, typing “US Energy Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Search” button), in each case (a) through (c), including, but not limited to, the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein and an independent investigation made by it of the Buyer; and (ii) is not relying on any oral representation of the Buyer or any other person, nor any written representation or assurance from the Buyer; in connection with Seller’s acceptance of the Shares and investment decision in connection therewith.
(vii) Neither Buyer, nor any other party, has supplied Seller any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Seller is relying on its own investigation and evaluation of the Buyer and the Shares and not on any other information.
(viii) Seller confirms and acknowledges that it is familiar with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to Rule 13d-1 thereof, and Schedules 13D and 13G thereunder, including, but not limited to Seller’s potential obligation to timely file a Schedule 13D or 13G (as applicable, the “Schedule”) with the Securities and Exchange Commission in connection with its acquisition of the Shares. Xxxxxx further confirms and acknowledges that it is solely Seller’s obligation to determine whether a Schedule is due and to file the Schedule, and the Buyer is under no obligation to assist Seller with such filing or provide any advice to Seller in connection therewith whatsoever.
(ix) Seller understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY.”
5.2 Buyer Representations and Warranties. Buyer represents and warrants that:
(a) Organization; Authority of Buyer. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in, and in good standing in, the State of Texas. Buyer has all requisite power, authority and capacity to carry on its business as presently conducted and to execute and deliver the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents and consummation of the Transactions and the fulfillment of and compliance with the terms and conditions of the Transaction Documents will not violate, or be in conflict with, any material provision of Buyer’s governing documents or any material provision of any agreement or instrument to which it is a party or by which it is bound, or, to its knowledge, any judgement, decree, order, statute, rule or regulation applicable to it.
ARTICLE VI.
ACCESS INDEMNITY
6.1 Indemnity Regarding Access. Buyer hereby agrees to defend, indemnify and hold harmless each of the operators of the Assets, and Seller and its Affiliates and each of their respective directors, officers, employees, agents and representatives (the “Seller Group”) from and against any and all Losses arising out of, resulting from or relating to, any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Affiliates or their respective representatives (including any environmental consultant or xxxxxxx) with respect to the Assets prior to the Closing Date, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER GROUP PARTIES, EXCEPTING ONLY IN THE CASE OF THIS SECTION 6.1 LOSSES ACTUALLY RESULTING FROM OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER GROUP. For the avoidance of doubt, this indemnity shall survive the Closing.
ARTICLE VII.
COVENANTS AND AGREEMENTS OF THE PARTIES
7.1 Lease Extensions. Seller will cooperate with Buyer in permitting Buyer to obtain mutually acceptable extensions and necessary amendments to all fee leases, partial term assignments and letter agreements (collectively, the “Amendments”) allowing CO2, nitrogen and helium development and carbon sequestration
7.2 Maintenance of Assets in Force and Effect. Notwithstanding anything to the contrary in this Agreement, the Assignment or the Participation Agreement, Buyer shall have no obligation to maintain any Lease, Mineral Interest Easement or Material Contract in force and effect.
7.3 Joint Operating Agreement. The Parties’ rights and obligations regarding the drilling, completion and equipping of the Xxxxx and any future xxxxx, the production therefrom, the sale of Production therefrom, and the treatment, handling, gathering or transportation of such Production prior to the point of first sale to an Affiliated or non-Affiliated entity of Buyer shall be conducted under and in accordance with the JOA.
7.4 Transfer or Operatorship. In the event that any Xxxxx or future xxxxx are subject to a Joint Operating Agreement with Seller or any third party as operator, Seller shall upon request of Buyer nominate and vote for Buyer to become the operator under such Joint Operating Agreement(s).
ARTICLE VIII.
[RESERVED]
ARTICLE IX.
[RESERVED]
ARTICLE X.
10.1 Closing. Closing of the transactions under this Agreement (“Closing”) shall take place simultaneously with execution of this Agreement at Buyer’s place of business in Houston, Texas, or at such other place as the Parties mutually agree upon (the “Closing Date”).
10.2 Closing Obligations. At the Closing:
(a) Seller and Buyer shall execute, acknowledge and deliver a Partial Assignment and Bill of Sale in the form attached hereto as Exhibit “H” (the “Assignment”) in duplicate originals with each Party receiving one executed original of the Assignment with Buyer recording its original of the Assignment in the Montana County in which the Leases are located and providing a copy of the recorded document to Seller as soon as reasonably practicable; The Assignment shall contain a Special Warranty of Title (the “Special Warranty”). Such Special Warranty shall last until the first anniversary of the date of Closing.
(b) Xxxxxx and Xxxxx shall execute and deliver assignments, on appropriate forms, of state, federal, tribal and other Leases of Governmental Authorities included in the Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authorities;
(c) Seller shall deliver to Buyer a non-foreign entity affidavit in the form of Exhibit “I”;
(d) Xxxxxx will deliver counterparts of releases of all liens and termination statements of all security interests that secure indebtedness of Seller for borrowed money, duly executed and acknowledged by or on behalf of the holder(s) of such indebtedness, and otherwise in recordable form;
(e) Seller, if and as applicable, shall deliver or cause to be delivered all appropriate or required forms, applications, notices, permit transfers, declarations, to be filed with the appropriate Governmental Authorities having jurisdiction with respect to the transfer of operatorship and other Permits to Buyer of the Assets that are operated by Seller or its Affiliates immediately prior to the Closing;
(f) The Parties shall execute, acknowledge and deliver transfer orders or letters-in-lieu thereof in customary form prepared by Seller directing all buyers of Production to make payment to Buyer of proceeds attributable to Production from the Assets from and after Closing;
(g) Buyer shall furnish evidence that all requirements to own the Assets, and/or operate the Assets, including bonds and Permits, from any Governmental Authority having jurisdiction, or as required by any Material Contract, have been satisfied;
(h) The Parties shall execute such other instruments and take such other actions as may be necessary to carry out their respective obligations under this Agreement;
(i) [Reserved];
(j) Buyer shall pay the Cash to Seller in accordance with the wire instructions provided by Seller, subject to final adjustment pursuant to Section 12.1 (the “Closing Payment”). The Closing Payment shall be by bank wire transfer of immediately available funds to an account designated by Seller;
(k) Buyer shall deliver to Seller the Shares;
(l) The Parties shall execute the JOA; and
(m) The Parties shall execute duplicate originals of the Participation Agreement attached hereto as Exhibit “J” and one original of the Participation Agreement will be delivered to each Party.
(n) Buyer and Seller shall execute all necessary additional documentation (if any) to terminate the Cut Bank Farmout.
ARTICLE XI.
11.1 Assumed Obligations. Without limiting Buyer’s rights to indemnity under Section 11.3 (if applicable), and except for the Retained Obligations, from and after Closing, Buyer hereby assumes and agrees to fulfill, perform, pay and discharge all obligations, and any and all claims, causes of action, proceedings, hearings, payments, charges, judgments, injunctions, orders, decrees, assessments, liabilities, losses, damages, penalties, fines, obligations, deficiencies, debts or costs and expenses, including any attorneys’ fees, legal or other expenses incurred in connection therewith and including liabilities, costs, losses and damages for personal injury or death or property damage or environmental damage or remediation (“Losses”), known or unknown (and including any Losses for which any remedy of Buyer has been waived pursuant to the terms of this Agreement or in writing by Buyer, or obligations for which any breach remedy of Buyer has been waived pursuant to the terms of this Agreement or in writing by Buyer), with respect to the Assets or the ownership, use or operation thereof, regardless of whether such obligations or Losses arose prior to, on or after the Closing Date, including obligations and Losses relating to the following (all of such obligations and Losses, the “Assumed Obligations”):
(a) fully performing all plugging, replugging, decommissioning and abandonment obligations related to the Assets (the “Plugging and Abandonment Obligations”), regardless of whether such obligations are attributable to the ownership or operation of the Assets prior to, on, or after the Closing Date, in a good and workmanlike manner and in compliance with all Laws, including without limitation:
(b) the necessary and proper plugging, replugging, and abandonment of all Xxxxx on the Assets, whether plugged and abandoned prior to, on, or after the Closing Date;
(c) the necessary and proper removal, abandonment, decommissioning, and disposal of all structures, pipelines, facilities, equipment, abandoned property, and junk located on or comprising part of the Assets;
(d) the necessary and proper capping and burying of all flow lines and pipelines associated with the Assets that are located on or comprising part of the Assets; and
(e) the necessary and proper restoration of the property, both surface and subsurface, as may be required by laws or contract;
(f) the environmental and physical condition of the Assets, whether such condition existed prior to, on or after the Closing Date, including the clean-up, restoration and remediation of the Assets in accordance with applicable law;
(g) obligations or Losses and the payment of all Burdens and proceeds to royalty interest owners, working interest owners and any other owners under or imposed on the lessee, owner, or operator under the Leases, the Existing Contracts and applicable laws which accrued on or after the Closing Date;
(h) storing, handling, transporting and disposing of or discharging all materials, substances and wastes on the Assets or lands pooled or unitized therewith (including produced water, drilling fluids, naturally occurring radioactive material (“NORM”), and other wastes), whether present prior to, on or after the Closing Date, in accordance with applicable laws and contracts;
(i) the payment of all Property Expenses to the extent attributable to periods after the Closing Date, subject however, to the adjustments to the Purchase Price and other accounting adjustments and procedures set forth in this Agreement; and
(j) all claims and expenses associated with violation of any environmental rule, regulation or statute.
11.2 Retained Obligations. From and after Closing, Seller hereby retains and shall fulfill, perform, pay and discharge all obligations and Losses, known or unknown, with respect to the following for the applicable time period specified in this Section 11.2 (the applicable “Retained Obligation Survival Period”) (all of such obligations and Losses are the “Retained Obligations”):
(a) the payment, nonpayment, or mispayment of, and accounting for, owners of royalty and working interests or burdens and all revenues, in each case, attributable thereto for sales of Production produced prior to the Closing Date, (ii), any personal injury, illness, or death arising from, related, to, or caused by the Assets prior to Closing, (iii) the offsite transportation, disposal, or arrangement therefor of any Hazardous Substances from the Assets prior to Closing, (iv) any administrative, civil, or criminal fines, penalties, or monetary sanctions imposed by any Governmental Authorities resulting from or relating to the ownership, use or operation of the Assets prior to Closing, (v) any payables, accrued liabilities, accrued compensation, deferred compensation arrangements, notes payable or debt obligations of Seller or related to the Assets which accrued, existed or were agreed to prior to Closing, including without limitation any costs and expenses, attorneys fees, consultant fees or payments of any type related to or incurred by Seller in performance by Seller under this Agreement or in consummating the Transactions; and (vi) Property Expenses related to periods prior to the Closing Date.
(b) until the expiration of the applicable statute of limitation, the Seller Taxes; and
(c) indefinitely with respect to (i) any Losses between Seller and any of its Affiliates, regardless of time; (ii) any claims, actions, suits, or proceedings related to the Assets arising prior to Closing; (iii) the Seller Reserved Interests; and (iv) the Excluded Assets.
11.3 Buyer’s Indemnity. Effective upon Closing, REGARDLESS OF FAULT, Buyer shall protect, defend, indemnify and hold harmless Seller Group from and against any and all Losses arising out of, attributable to, based upon or related to:
(a) any breach of any representation or warranty made by Buyer in Section 5.2 of this Agreement, or in any covenant or agreement of Buyer contained in this Agreement;
(b) any breach of any of Buyer’s covenants or agreements contained in this Agreement or the Assignment;
(c) any of the Assumed Obligations; or
(d) any other matter for which Buyer has agreed to indemnify Seller or the Seller Group under this Agreement.
11.4 Seller’s Indemnity. Effective upon Closing, REGARDLESS OF FAULT, Seller shall protect, defend, indemnify and hold harmless Buyer and its Affiliates and each of their respective directors, officers, employees, agents and representatives (the “Buyer Group”) from and against any and all Losses arising out of, attributable to, based upon or related to:
(a) any breach of any representation or warranty made by Seller in Section 5.1 of this Agreement;
(b) any breach of any of Seller’s covenants or agreements contained in this Agreement;
(c) any of the Excluded Assets or any of the Retained Obligations; or
(d) any other matter for which Seller has agreed to indemnify Buyer or the Buyer Group under this Agreement or any transaction document.
11.5 The phrase “REGARDLESS OF FAULT” in Sections 11.3 and 11.4 means, WITHOUT REGARD TO THE CAUSE OR CAUSES OF ANY CLAIM, INCLUDING WHETHER OR NOT A CLAIM IS CAUSED IN WHOLE OR IN PART BY:
(a) THE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE OR OTHERWISE, STRICT LIABILITY, OR OTHER FAULT OF ANY OF THE INDEMNIFIED PARTIES BUT EXCLUDING THE WILLFUL MISCONDUCT OR FRAUD OF ANY SUCH INDEMNIFIED PARTY; AND/OR
(b) A PRE-EXISTING DEFECT, WHETHER PATENT OR LATENT, WITH RESPECT TO THE PROPERTY OF ANY OF THE PARTIES, THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES.
11.6 Indemnification Procedures.
(i) For purposes of this Agreement, the term “Indemnifying Party” when used in connection with particular Losses shall mean the Party or Parties having an obligation to indemnify another person or persons with respect to such Losses pursuant to such sections, and the term “Indemnified Party” when used in connection with particular Losses shall mean the person or persons having the right to be indemnified with respect to such Losses by another Party or Parties pursuant to this Agreement.
(ii) To make claim for indemnification under this ARTICLE XI, an Indemnified Party shall notify the Indemnifying Party of its claim under this ARTICLE XI, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnified Party shall provide its Claim Notice promptly after the Indemnified Party has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim; provided that the failure of any Indemnified Party to give notice of a Third Party Claim as provided in this Section 11.6(a) shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent (and then only to the extent) such failure materially prejudices the Indemnifying Party’s ability to defend against the claim for indemnification. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement that was inaccurate or breached.
(iii) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Party whether it admits or denies its liability to defend the Indemnified Party against such Third Party Claim at the sole cost and expense of the Indemnifying Party. The Indemnified Party is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party.
(iv) If the Indemnifying Party admits its liability, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof unless the compromise or settlement includes the payment of any amount by (because of the Indemnity Deductible or otherwise), the performance of any obligation by or the limitation of any right or benefit of, the Indemnified Party, in which event such settlement or compromise shall not be effective without the consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate in contesting any Third Party Claim which the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, at its own expense, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 11.6(a). An Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle any Third Party Claim or consent to the entry of any judgment with respect thereto which does not include an unconditional written release of the Indemnified Party from all liability in respect of such Third Party Claim or (ii) settle any Third Party Claim or consent to the entry of any judgment with respect thereto in any manner that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity).
(v) If the Indemnifying Party does not admit its liability (which it will be deemed to have so done if it fails to timely respond) or admits its liability but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend against the Third Party Claim at the sole cost and expense of the Indemnifying Party, with counsel of the Indemnified Party’s choosing, subject to the right of the Indemnifying Party to admit its liability and assume the defense of the claim for indemnification at any time prior to settlement or final determination thereof. If the Indemnifying Party has not yet admitted its liability for a Third Party Claim, the Indemnified Party shall send written notice to the Indemnifying Party of any proposed settlement and the Indemnifying Party shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its liability for the Third Party Claim and (ii) if liability is so admitted, reject, in its reasonable judgment, the proposed settlement.
(vi) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Losses complained of, (ii) admit its liability for such Loss or (iii) dispute the claim for such Losses. If the Indemnifying Party does not notify the Indemnified Party within such thirty (30) day period that it has cured the Losses or that it disputes the claim for such Losses, then the Indemnifying Party shall be deemed to be disputing the claim for such Losses.
(vii) All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price for U.S. federal and applicable state Income Tax purposes, unless otherwise required by Law.
11.7 Survival.
(a) The representations and warranties under Sections 5.1(a) through (e), and Sections 5.1(ee) and (ff), and covenants and agreements of Seller contained herein or in any other transaction documents to be performed at or after Closing, shall survive Closing without time limit. All other representations and warranties of Seller in Section 5.1 shall survive until the three (3) month anniversary of Closing. The representations, warranties, covenants and agreements of Buyer contained herein shall survive without time limit unless otherwise expressly provided for herein.
(b) Subject to Section 11.7(a), the remainder of this Agreement shall survive the Closing without time limit subject to any applicable statute of limitations. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date.
(c) The indemnities in Section 11.4(a) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except, in each case, as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Party on or before such termination date. All other indemnities in this Agreement shall survive the Closing without time limit.
11.8 Waiver of Right to Rescission. The Parties acknowledge that, following the Closing, and in the absence of Fraud, the payment of money as limited by the terms of this Agreement shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the Transactions. As the payment of money shall be adequate compensation, following the Closing, and except in the case of Fraud, Xxxxx and Seller waive any right to rescind this Agreement or any of the Transactions.
11.9 Non-Compensatory Damages. No Indemnified Parties shall be entitled to recover from an Indemnifying Party or its Affiliates any indirect, special, incidental, consequential, punitive, exemplary, remote or speculative damages or damages for lost profits of any kind arising under or in connection with this Agreement or the Transactions, except to the extent any such Indemnified Party suffers such damages to a third party, which damages (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder.
11.10 Insurance. The amount of any Losses for which any of the Buyer Group or Seller Group is entitled to indemnification under this Agreement or in connection with or with respect to the Transactions shall be reduced by any corresponding insurance proceeds actually received by any such Indemnified Party under any insurance arrangements.
ARTICLE XII.
POST CLOSING
12.1 Post-Closing Settlement Statement.
(a) As soon as reasonably practicable after the Closing Date, but in no event longer than one hundred and eighty (180) days after the Closing Date (the “Final Settlement Date”), Buyer shall prepare, in accordance with this Agreement, and deliver to Seller, a final statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price in accordance with Section 3.2 and Section 3.3.
(b) As soon as reasonably practicable, but in any event within thirty (30) days after receipt of the Final Settlement Statement, Seller shall return to Buyer a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Seller’s failure to deliver to Buyer a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Seller of the Final Settlement Statement delivered by Buyer, and Xxxxx’s determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail.
(c) The Parties shall undertake to agree on the Adjusted Purchase Price no later than one hundred eighty (180) days after the Closing Date (the “Target Settlement Date”). If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer prior to the Target Settlement Date or is deemed agreed pursuant to the foregoing (or determined by the Agreed Accounting Firm pursuant to Section 12.1(e), the Final Settlement Statement and such final Adjusted Purchase Price (the “Final Price”), shall be final and binding on the Parties.
(d) Any difference in the Purchase Price as paid at Closing and the Final Price shall be paid by the owing Party on or before the date that is ten (10) Business Days following agreement or deemed agreement (or determination by the Agreed Accounting Firm, as applicable) (such date, the “Final Payment Date”) to the owed Party. All amounts paid or transferred pursuant to this Section 12.1 shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant Party.
(e) If Seller and Buyer cannot reach agreement on the Final Price by the Target Settlement Date, either Party may refer the remaining issues in dispute to a nationally-recognized independent accounting firm as mutually agreed to by Xxxxx and Seller (the “Agreed Accounting Firm”); provided that if the Parties cannot so agree within fourteen (14) days following the Target Settlement Date, then either Party can request that the Houston, Texas office of the American Arbitration Association appoint the Agreed Accounting Firm. If such issues in dispute are submitted to the Agreed Accounting Firm for resolution, Seller and Xxxxx will each enter into a customary engagement letter with the Agreed Accounting Firm at the time the issues in dispute are submitted to the Agreed Accounting Firm. Within ten (10) days of the appointment of the Agreed Accounting Firm, each of Seller and Xxxxx shall present the Agreed Accounting Firm with its position on the issues in dispute with respect to the Final Price, and all other supporting information that it deems relevant, with a copy to the other Party. The Agreed Accounting Firm shall also be provided with a copy of this Agreement by Seller. Within forty-five (45) days after receipt of such materials, the Agreed Accounting Firm shall make its determination by selecting the position of either Seller or Buyer for each of the issues presented to the Agreed Accounting Firm, which determination shall be final and binding upon all Parties and, absent manifest error, without right of appeal. The Agreed Accounting Firm may not award damages, interest or penalties to either Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each Party shall bear one-half of the costs and expenses of the Agreed Accounting Firm.
(i) file for approval with any Governmental Authorities having jurisdiction (including state, federal, tribal, and local) the transfer documents required to effectuate the transfer of the Assets;
(ii) execute, acknowledge (if necessary), and exchange, as applicable, any applications necessary to transfer to Buyer any transferable Permits to which the Assets are subject, and which Seller has agreed to transfer under this Agreement;
(iii) file all appropriate forms, declarations, and bonds (or other authorized forms of security) with all applicable Governmental Authorities and third parties relative to Xxxxx’s assumption of operations or the transfer of the Assets; and
(iv) prepare and execute appropriate change of operator notices and third-party non-operator ballots required under applicable operating agreements and deliver same to such third party non-operators.
12.2 Cooperation, Governmental Authorities. After Closing, the Parties further agree to take all other actions required of it by Governmental Authorities having jurisdiction to obtain all requisite regulatory approval with respect to this transaction, and to use their commercially reasonable efforts to obtain unconditional approval by such Governmental Authorities of any transfer documents requiring Governmental Authority approval in order for Buyer to be recognized as owner of the Assets. Each Party agrees to provide the other Party with approved copies of the documents contemplated by this Section 12.2 as soon as they are available.
12.3 Further Cooperation. After Closing, Seller and Buyer agree to take such further actions and to execute, acknowledge and deliver all such further documents that are reasonably necessary or useful in carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement; including, without limitation, assignments (in substantially the form of the Assignment) of any Additional Assets for which the Purchase Price is adjusted pursuant to Section 3.2(b) hereof.
ARTICLE XIII.
TAXES
13.1 Apportionment of Asset Taxes. Seller shall bear and pay all Asset Taxes on the Assets attributable to any tax period (or portion thereof) ending prior to the Closing Date. Buyer shall bear and pay all Asset Taxes on the Assets attributable to any tax period (or portion thereof) ending at or after the Closing Date. All Asset Taxes on the Assets with respect to the tax period in which the Closing Date occurs shall be apportioned as of the Closing Date between Seller and Buyer based on the number of days in the applicable tax period that occur before the day on which the Closing Date occurs, on the one hand, and the number of days in such tax period that occur on and after the day on which the Closing Date occurs, on the other hand. The Parties will make final settlement of all Asset Taxes on the Assets by estimating the Asset Taxes on the Assets to be due for the tax period in which the Closing Date occurs by utilizing the most recent information available including, in the absence of information specific to the tax period in which the Closing Date occurs, the amount of Asset Taxes on the Assets assessed and paid for the immediately prior tax period.
13.2 Transfer Taxes. If there are any sales, use, transfer, stamp, registration or similar Taxes incurred or imposed with respect to the transactions described in this Agreement (“Transfer Taxes”), Buyer shall be responsible for payment of such Transfer Taxes.
13.3 Severance and Production Taxes. Seller shall bear and pay all Severance Taxes, to the extent attributable to Production from the Assets before the Closing Date. Buyer shall bear and pay all such Severance Taxes on Production from the Assets on and after the Closing Date.
13.4 Cooperation.
(a) Each Party shall provide the other Party with reasonable information which may be required by the other Party for the purpose of preparing and filing Tax Returns, obtaining tax refunds, and responding to or preparing for any audit by, or any disputes with, any Taxing jurisdiction with respect to the Assets or the Transactions. Each Party shall cooperate with all reasonable requests of the other Party made in connection with contesting the imposition of Taxes.
(b) Each Party shall make available to the other, and to any taxing authority as reasonably requested, any information, records, and documents relating to a Tax incurred or imposed in connection with the Transactions, provided that, notwithstanding anything to the contrary in this Agreement, neither Party shall be required at any time to disclose to the other Party any Tax Returns subject to attorney-client privilege or any Income Tax Returns.
(c) Each Party shall reasonably assist the other in the preparation of any Tax Return relating to Asset Taxes for any taxable period that includes the Closing Date or relating to Transfer Taxes and in qualifying for any exemption or reduction in Asset Tax or Transfer Tax that may be available; provided that, Buyer (or any of its Affiliates) shall not settle, abandon, or otherwise compromise any examination, audit, or other proceeding relating to Asset Taxes relating to any tax period (or portion thereof) prior to the Closing Date without the express prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) if the settlement, abandonment, or compromise of such examination, audit, or other proceeding reasonable would be expected to have a material and adverse effect on Seller (or any of its Affiliates).
(d) From and after the Closing, unless required by applicable Law, in no event shall Buyer (or any of its Affiliates) cause or permit (i) the amendment of any Tax Return for Asset Taxes relating to any period (or portion thereof) that ends on or prior to the Closing Date, (ii) a voluntary initiation of any discussion with any taxing authority regarding Asset Taxes relating to any period (or portion thereof) that ends on or prior to the Closing Date, or (iii) any voluntary disclosure to any taxing authority with respect to Asset Taxes relating to any period (or portion thereof) that ends on or prior to the Closing Date, in any such case, without the prior written consent of Seller, which consent shall not be unreasonably withheld conditioned or delayed. Seller shall be entitled to prepare or cause to be prepared, and Seller shall file or cause to be filed on a timely basis, all Tax Returns in respect of Asset Taxes for any period (or portion thereof) that ends on or prior to the Closing Date.
ARTICLE XIV.
DISCLAIMERS AND WAIVERS
14.1 Condition of the Assets. BUYER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 5.1, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT AND (iii) THE CASE OF FRAUD, BUYER SHALL ACQUIRE THE ASSETS IN AN “AS IS, WHERE IS” CONDITION AND SHALL ASSUME ALL RISKS THAT THE ASSETS MAY CONTAIN WASTE MATERIALS (WHETHER TOXIC, HAZARDOUS, EXTREMELY HAZARDOUS OR OTHERWISE) OR OTHER ADVERSE PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF UNKNOWN ABANDONED XXXXX, PUMPS, PITS, PIPELINES OR OTHER WASTE OR SPILL SITES WHICH MAY NOT HAVE BEEN REVEALED BY BUYER’S ENVIRONMENTAL ASSESSMENT. UPON THE OCCURRENCE OF CLOSING, BUT SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 5.1, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) IN THE CASE OF FRAUD, IF APPLICABLE, ALL RESPONSIBILITY AND LIABILITY RELATED TO SUCH CONDITIONS, WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, SHALL BE TRANSFERRED FROM SELLER TO BUYER WITHOUT RECOURSE AGAINST SELLER. WITHOUT LIMITING THE FOREGOING BUT SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE V, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) IN THE CASE OF FRAUD, IF APPLICABLE, EFFECTIVE AS OF CLOSING, BUYER WAIVES ITS RIGHT TO RECOVER FROM SELLER AND FOREVER RELEASES AND DISCHARGES THE SELLER GROUP FROM ANY AND ALL LOSSES, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE OR MAY HAVE ARISEN PRIOR TO, ON OR AFTER THE CLOSING DATE ON ACCOUNT OF OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL OR OTHER PHYSICAL CONDITION OF THE ASSETS OR ANY VIOLATION BY SELLER, BUYER OR ANY OTHER PARTY OF ANY APPLICABLE LEASE, CONTRACT OR OTHER INSTRUMENT (BUT ONLY TO THE EXTENT SUCH RELATES TO THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY) OR OF ANY APPLICABLE EXISTING OR FUTURE LAW REGULATION, ORDER OR OTHER DIRECTIVE OF ANY GOVERNMENTAL AUTHORITY, HAVING JURISDICTION APPLICABLE THERETO, INCLUDING WITHOUT LIMITATION, ALL LAWS, REGULATIONS, ORDERS OR OTHER DIRECTIVES APPLICABLE TO THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY. BUYER IS AWARE THAT THE ASSETS HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT AND PRODUCTION OF OIL AND GAS AND THAT THERE MAY BE PETROLEUM, PRODUCED WATER, WASTES OR OTHER MATERIALS LOCATED ON OR UNDER THE LANDS COVERED BY THE LEASES (OR LANDS POOLED OR ASSOCIATED THEREWITH). EQUIPMENT AND SITES INCLUDED IN THE ASSETS MAY CONTAIN ASBESTOS, HAZARDOUS SUBSTANCES OR NORM. NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF XXXXX, MATERIALS AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE XXXXX, MATERIALS AND EQUIPMENT LOCATED ON THE LEASES OR LANDS POOLED OR ASSOCIATED THEREWITH MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES, AND NORM-CONTAINING MATERIAL AND OTHER WASTES MAY HAVE BEEN BURIED, COME IN CONTACT WITH THE SOIL, OR OTHERWISE BEEN DISPOSED OF ON OR UNDER THE LANDS COVERED BY THE LEASES OR LANDS POOLED OR ASSOCIATED THEREWITH. SPECIAL PROCEDURES MAY BE REQUIRED FOR REMEDIATION, REMOVAL, TRANSPORTATION OR DISPOSAL OF WASTES, ASBESTOS, HAZARDOUS SUBSTANCES AND NORM FROM THE ASSETS.
14.2 Other Disclaimers by Seller. SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 5.1 (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) THE CASE OF FRAUD, BUYER ACKNOWLEDGES AND AGREES THAT SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) TITLE TO ANY OF THE ASSETS, (B) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (C) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (D) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (E) THE ABILITY TO PRODUCE HYDROCARBONS FROM THE ASSETS, (F) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (G) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY SELLER OR THIRD PARTIES WITH RESPECT TO THE ASSETS, (H) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO AND (I) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATION OR WARRANTIES CONTAINED IN SECTION 5.1, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) IN THE CASE OF FRAUD, SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE ASSETS, RIGHTS OF A BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, OR RIGHTS OF A BUYER UNDER DECEPTIVE TRADE PRACTICE STATUTES, CONSUMER PROTECTION STATUTES OR OTHER SIMILAR STATUTES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
14.3 Buyer Disclaimer. SELLER ACKNOWLEDGES AND AGREES THAT BUYER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, (I) AS TO THE AVAILABILITY AT THE CLOSING DATE OR IN THE FUTURE OF ANY TAX CREDIT PAYMENTS, (II) THAT ANY OPERATIONS ON THE PROPERTIES UNDER THE PARTICIPATION AGREEMENT WILL EVER QUALIFY UNDER 26 U.S.C. §45Q, ANY AMENDMENT THERETO, OR ANY SIMILAR LAW OF REGULATIONS TO GENERATE TAX CREDIT PAYMENTS, OR (III) THAT ANY TAX CREDITS GENERATED WILL BE MARKETABLE OR HAVE ANY VALUE WHATSOEVER.
ARTICLE XV.
[RESERVED]
ARTICLE XVI.
MISCELLANEUOUS
16.1 Incorporated by Reference. All of the Exhibits and Schedules (if any) referenced in this Agreement are attached hereto and incorporated herein by reference.
16.2 Further Assurances. After the Closing, Seller shall execute and deliver, and shall otherwise cause to be executed and delivered, from time to time, such further instruments, notices, division orders, transfer orders, and other documents, and do such other and future acts and things as may be reasonably necessary to more fully and effectively grant, convey, and assign the Assets to Buyer.
16.3 Unlisted Seller Leases. In the event that on or after delivery of the Assignment it is determined that Seller owned or was credited with at the Closing Date any right, title and interests in any Assets that are not effectively conveyed to Buyer at Closing, Seller shall, effective as of the Closing Date of the Assignment, upon request of Buyer, convey such right, title and interest to Buyer in the substantially the same form as the Assignment whereupon such Assets shall become subject to this Agreement (without a purchase price adjustment) the JOA and the Participation Agreement.
16.4 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any conflict of laws provisions that would require the application of the law of another jurisdiction, provided, however that with regard to the construction and enforcement of the Assignment and any title to the Leases, Mineral Interests, Easements and Xxxxx, the laws of the State where they are located shall apply.
16.5 Jurisdiction and Venue. Any claims, disputes or suits under this Agreement, the Assignment, the JOA or the Participation Agreement (“Disputes”) shall be brought in and litigated exclusively in state or federal courts residing in Harris County, Texas. The Parties consent to the exclusive jurisdiction and venue in such courts for such purposes.
16.6 WAIVER OF RIGHTS TO JURY TRIAL. In any Disputes the Parties agree that they hereby waive all rights to trial by jury.
16.7 Notices. All notices that are required or authorized to be given to any Party hereto as a result of this Agreement, shall be given in writing and delivered by personal messenger, or by registered mail, overnight mail or by electronic mail, addressed to the Party to which such notice is given as set forth below. All notices shall be deemed properly delivered on the date confirmation of delivery of the same is received or on the date of any Party’s refusal to accept delivery of the same.
Buyer Contact Information:
U.S. Energy Corp.
Attn: Xxxx Xxxxx
0000 X. Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Email: Xxxx@xxxxx.xxx
Phone: 000-000-0000
Seller Contact Information:
Synergy Offshore LLC
Attn: Xxxxx Xxxx, Chief Executive Officer
0000 Xxxx Xxxxx Xx., Xxxxx 000-000
Spring, Texas 77389
Email: xxxxx@xxxxxxxxx.xxx
16.8 Amendments. This Agreement may not be amended except by an instrument expressly modifying this Agreement signed by both Parties. Except for waivers specifically provided for in this Agreement, no waiver by either Party of any breach of any provision of this Agreement shall be binding unless made expressly in writing. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless expressly so provided. Delay in the exercise, or non-exercise, of any such right is not a waiver of that right.
16.9 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties, and their respective successors and assigns, including without limitation the application of the Carried Working Interest, the Cut Bank Revenue Interest and the obligations of the Buyer with regard thereto. Notwithstanding anything to the contrary herein, this Agreement is not a binding agreement between the Parties unless and until this Agreement is duly executed in writing by representatives of the Parties and delivered by the Parties. This Agreement may not be assigned by any Party without the prior written consent of all other Parties, which consent may not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
16.10 Other Agreements. This Agreement, including all Exhibits and Schedules attached hereto, is the exclusive Agreement among the Parties regarding the subject matter hereof and the transactions provided for under this Agreement.
16.11 Confidentiality and Press Releases. The Parties agree that the terms and conditions of this Agreement, including its existence, shall be treated as confidential; provided that if there are any legally mandated disclosures of this Agreement (including under the rules of any stock exchange), the Party required to make such disclosures shall (i) immediately notify the other Party of the existence, terms and circumstances surrounding such legal requirement, (ii) consult with the other Party on the advisability of taking legal available steps to resist or narrow such required disclosure, (iii) assist the Party required to make the disclosure in seeking a protective order or other appropriate remedy, and (iv) in all events disclose only that information which it is advised by counsel that it is legally required to disclose.
16.12 Counterpart Execution. This Agreement may be executed in multiple counterparts (including by .pdf signature), each of which shall be considered an original once Buyer and Seller have executed and delivered a counterpart of this Agreement, and all of which taken together shall constitute one and the same agreement.
16.13 Knowledge Qualifications; Schedules.
(a) Any representation or warranty qualified to the “knowledge of Seller” or “to Seller’s knowledge” or with any similar knowledge qualification is limited to matters within the Actual Knowledge of the individuals listed on Schedule 16.13. As used herein, the term “Actual Knowledge” means information personally known by such individual.
(b) Notwithstanding anything to the contrary in this Agreement, to the extent that Sellers make any representation or warranty in Section 5.1 in connection with matters relating to the Assets that Seller does not operate, each and every representation or warranty shall be deemed to be qualified by the phrase “to Sellers’ knowledge.”
(c) Inclusion of a matter on a Schedule in relation to a representation or warranty which addresses matters having a Material Adverse Effect or being material shall not be deemed an indication that such matter does, or may, have a Material Adverse Effect or is, or may be, material. Likewise, the inclusion of a matter on a Schedule to this Agreement in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would, or may, breach such representation or warranty absent its inclusion on such Schedule. Disclosing a matter on any Schedule shall be deemed to be a disclosure for all purposes of this Agreement to the extent that the relevance of such matter to any other Schedule is reasonably apparent on the face of such disclosure. Matters may be disclosed on a Schedule for information purposes only.
[Signatures on following page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
U.S. ENERGY CORP.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President and Chief Executive Officer
SYNERGY OFFSHORE LLC
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Chief Executive Officer
EXHIBIT “A”
(Leases)
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
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Leases conveyed by that certain Letter Agreement effective May 1, 2018 entered into by and between Sandtana, Inc. (“Sandtana”) and Synergy Offshore LLC (“Synergy”) Toole County, MT |
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Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
Description |
Gross Acres |
Net Acres |
|
S-001 |
||||||||
|
S-001 |
May 1, 1975 |
not recorded with county |
n/a |
Federal Lease MTM-31331 |
Xxxxx Trust |
Township 34 N, Range 2 W |
80.00 |
24.3750000 |
|
S-002 |
||||||||
|
S-002 |
June 7, 1972 |
47/255 |
n/a |
Pearl L. Xxxxxx |
Xxxxx Tower |
Township 34 N, Range 2 W |
320.00 |
120.0000000 |
|
S-003 |
||||||||
|
S-003A |
November 7, 1990 |
58/718 |
n/a |
Xxxxxx X. Xxxxxxx, single man |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
80.00 |
5.1953125 |
|
S-003B |
January 19, 1984 |
55/451 |
n/a |
Xxxxxxx X. Xxxxxx, a widower |
Texaco, Inc. |
Township 34 N, Range 1 W |
80.00 |
10.3906250 |
|
S-004 |
||||||||
|
S-004 |
November 7, 1990 |
58/717 |
n/a |
Xxxx Xxxxx & Xxxxxxxx Xxxxx, H/W |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
160.00 |
25.4570313 |
|
S-005 |
||||||||
|
S-005 |
February 28, 1992 |
59/145 |
n/a |
Somont Oil Company, Inc |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
80.00 |
0.5195313 |
|
S-006 |
||||||||
|
S-006 |
November 1, 1980 |
not recorded with county |
n/a |
Federal Lease MTM-80505 |
Texaco, Inc. |
Township 34 N, Range 1 W |
120.00 |
36.5625000 |
|
S-007 |
||||||||
|
S-007 |
May 16, 1991 |
58/882 |
n/a |
Potlatch Oil & Refining Co. |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
40.00 |
10.3906250 |
|
S-008 |
||||||||
|
S-008A |
December 4, 1990 |
58/733 |
n/a |
Xxxxxxx X. Xxxxxx |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
26.3229158 |
|
S-008B |
December 4, 1990 |
58/732 |
n/a |
Xxxxxxx X. Xxxxx |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
26.3229158 |
|
S-008C |
December 4, 1990 |
58/766 |
n/a |
Xxxxxx X. Xxxxx & Xxxxx X. Xxxxx, X/W |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
26.3229158 |
|
S-008D |
March 7, 1991 |
58/821 |
n/a |
Clerk of Court of Toole County, Montana, as Trustee for Xxxxxx Xxxxxxxxxx and/or Xxxx Xxxxxxxxxx, unlocated mineral owners |
Textana USA, Inc. |
Township 34 N, Range 1 W |
320.00 |
4.5625000 |
|
S-009 |
||||||||
|
S-009A |
September 29, 1974 |
50/286 |
n/a |
Montana District Assemblies of God |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
160.78 |
23.0383854 |
|
S-009B |
September 29, 1974 |
50/306 |
n/a |
General Council of the Assemblies of God |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
160.78 |
23.0383854 |
|
S-009C |
September 29, 1974 |
50/206 |
n/a |
X.X. Xxxxxx and Xxxxxx X. Xxxxxx, X/W |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
160.78 |
23.0383854 |
|
S-010 |
||||||||
|
S-010A |
September 29, 1974 |
50/233 |
n/a |
General Council of the Assemblies of God |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
473.01 |
67.7488281 |
|
S-010B |
September 29, 1974 |
50/207 |
n/a |
X.X. Xxxxxx and Xxxxxx X. Xxxxxx, X/W |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
473.01 |
67.7488281 |
|
S-010C |
September 29, 1974 |
50/241 |
n/a |
Montana District Assemblies of God |
Xxxx X. Xxxxxx |
Township 33 N, Range 1 W |
473.01 |
67.7488281 |
|
Total |
5341.37 |
713.4710 |
|
Leases conveyed by that certain Letter Agreement effective May 1, 2018 entered into by and between Textana, Inc. (“Textana”), and Synergy Offshore LLC (“Synergy”), Toole County, MT |
||||||||
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
Description |
Gross Acres |
Net Acres |
|
T-001 |
||||||||
|
T-001A |
November 7, 1990 |
58/718 |
n/a |
Xxxxxx X. Xxxxxxx, a single man |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
80.00 |
1.2500000 |
|
T-001B |
January 19, 1984 |
55/451 |
n/a |
Xxxxxxx X. Xxxxxx, a widower |
Texaco, Inc |
Township 34 N, Range 1 W |
80.00 |
2.5000000 |
|
T-002 |
||||||||
|
T-002 |
November 7, 1990 |
58/717 |
n/a |
Xxxx Xxxxx and Xxxxxxxx Xxxxx, H/W |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
160.00 |
6.1250000 |
|
T-003 |
||||||||
|
T-003 |
February 28, 1992 |
59/145 |
n/a |
Somont Oil Company, Inc. |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
80.00 |
0.1250000 |
|
T-004 |
||||||||
|
T-004 |
May 16, 1991 |
58/882 |
n/a |
Potlatch Oil & Refining Co. |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
40.00 |
2.5000000 |
|
T-005 |
||||||||
|
T-005 |
November 1, 1980 |
not recorded with county |
n/a |
Federal Lease MTM-80505 |
Texaco, Inc |
Township 34 N, Range 1 W |
120.00 |
15.0000000 |
|
T-006 |
||||||||
|
T-006A |
December 4, 1990 |
58/733 |
n/a |
Xxxxxxx X. Xxxxxx |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
6.3333334 |
|
T-006B |
December 4, 1990 |
58/732 |
n/a |
Xxxxxxx X. Xxxxx |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
6.3333333 |
|
T-006C |
December 4, 1990 |
58/766 |
n/a |
Xxxxxx X. Xxxxx & Xxxxx X. Xxxxx, X/W |
Xxxxx X. Xxxxx |
Township 34 N, Range 1 W |
320.00 |
6.3333333 |
|
T-006D |
March 7, 1991 |
58/821 |
n/a |
Clerk of Court of Toole County, MT, as Trustee for Xxxxxx Xxxxxxxxxx and/or Xxxx Xxxxxxxxxx, unlocated mineral owners |
Textana USA, Inc |
Township 34 N, Range 1 W |
320.00 |
1.0000000 |
|
T-007 |
||||||||
|
T-007 |
May 1, 1975 |
not recorded with county |
n/a |
Federal Lease MTM-31331 |
Xxxxx Trust |
Township 34 N, Range 2 W |
80.00 |
10.0000000 |
|
Total |
3120.00 |
87.50 |
| Leases conveyed by that certain Letter Agreement effective August 1, 2018 (the “Effective Date”), entered into by and between KeeSun Corp. (“Keesun”) and LaMarsa Corp. (“LaMarsa”), and Synergy Offshore LLC (“Synergy”), Toole County, MT |
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
S-T-R |
Description |
Gross Acres |
Net Acres |
|
K-001 |
|||||||||
|
K-001 |
March 2, 2010 |
not recorded with county |
OG-39896-10 |
The State of MT, by and through its Board of Land Commissioners |
Xxxxx X. Xxxxxxxxx |
07-34N-01W |
Lots 1, 2, E2 NW4, E2 SE4 (NW4, E2 SE4) |
234.02 |
n/a |
|
K-002 |
|||||||||
|
K-002 |
March 2, 2010 |
not recorded with county |
OG-39898-10 |
The State of MT, by and through its Board of Land Commissioners |
Xxxxx X. Xxxxxxxxx |
16-34N-01W |
E2 |
320.00 |
n/a |
|
K-003 |
|||||||||
|
K-003 |
March 2, 2010 |
not recorded with county |
OG-39904-10 |
The State of MT, by and through its Board of Land Commissioners |
Xxxxx X. Xxxxxxxxx |
36-34N-02W |
All |
640.00 |
n/a |
|
K-004 |
|
K-004 |
January 9, 1989 |
58/99 |
n/a |
Xxxxx Xxxxxxx |
Branch Oil & Gas |
31-34N-01W |
E2 |
320.00 |
n/a |
|
K-005 |
|||||||||
|
K-005 |
June 21, 1995 |
59/824 |
n/a |
Xxxxx X. Xxxxxx, Xx. and Xxxxx X. Xxxxxx, H/W |
REStana Oil & Gas, Inc. |
24-34N-01W |
E2 |
320.00 |
n/a |
|
K-006 |
|||||||||
|
K-006A |
August 15, 1997 |
60/68 |
n/a |
Xxxxxx X. Xxxxxx & Xxxxxxx X. Xxxxxx, Co-Trustees of the Xxxxxx Revocable Trust Agreement dtd January 31, 1994 |
REStana Oil & Gas, Inc. |
25-34N-01W |
S2 SW4 |
80.00 |
n/a |
|
K-006B |
August 15, 1997 |
60/69 |
n/a |
Xxxxx Xxxxx, husband and heir at law under the Last Will and Testament of Xxxxx Xxx Xxxxx, deceased |
REStana Oil & Gas, Inc. |
25-34N-01W |
S2 SW4 |
80.00 |
n/a |
|
K-006C |
August 15, 1997 |
60/70 |
n/a |
Xxxxx Xxxxxx, aka Xxxxx Xxxxxxx Xxxxxx |
REStana Oil & Gas, Inc. |
25-34N-01W |
S2 SW4 |
80.00 |
n/a |
|
K-007 |
|||||||||
|
K-007A |
April 30, 1998 |
60/402 |
n/a |
Xxxxx X. Xxxxx, aka Xxxxx Xxxxx and Xxxxx Xxx Xxxxx, fka Xxxxx Xxx Adaskavich |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007B |
April 16, 1998 |
60/403 |
n/a |
Xxxxxxx Xxxxxx |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007C |
April 16, 1998 |
60/404 |
n/a |
Xxxxx Xxxxxx |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007D |
April 16, 1998 |
60/405 |
n/a |
Xxxxxx Xxxx, daughter and one of two heirs at law of Xxxxxxxx Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007E |
April 16, 1998 |
60/406 |
n/a |
Xxxxxx Xxxxx |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007F |
April 16, 1998 |
60/407 |
n/a |
Xxxxxxx X. Xxxxxx, widow and heir at law of Xxxxxxx Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007G |
April 16, 1998 |
60/408 |
n/a |
Xxxxxxx X. Xxxxxxx |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007H |
April 16, 1998 |
60/409 |
n/a |
Xxxxx Xxxxxx, daughter and one of two heirs at law of Xxxxxxxx Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007J |
April 16, 1998 |
60/410 |
n/a |
Xxxxxxx Xxxxx, son and sole heir at law of Xxxxx Xxxxx, deceased |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007K |
April 16, 1998 |
60/426 |
n/a |
Xxxx Xxxxxx and Xxxxxxx Xxxxxx, heirs at law of Xxxxxxx Xxxxxx and Xxxxxx X. Xxxxxx, both deceased |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-007L |
May 22, 1998 |
60/432 |
n/a |
Xxxxxx Xxxxxx |
REStana Oil & Gas, Inc. |
26-34N-01W |
E2, S2 NW4, SW4 |
560.00 |
n/a |
|
K-008 |
|||||||||
|
K-008 |
May 7, 1998 |
60/411 |
n/a |
Xxxxx Xxxxxxx, as Trustee for X.X. Xxxxxxx, unlocated mineral owner by appointment of District Court of Toole County, MT, File No. 12814 |
REStana Oil & Gas, Inc. |
26-34N-01W |
N2 NW4 |
80.00 |
n/a |
|
K-009 |
|||||||||
|
K-009 |
October 29, 2001 |
60/931 |
n/a |
Xxxxxx X. Xxxxxx et al |
XxxXxx Corp. |
17-33N-01W |
N2 NW4, NW4 NE4 |
120.00 |
n/a |
|
K-010 |
|||||||||
|
K-010 |
May 15, 2002 |
61/165 |
n/a |
Xxxx X. Xxxxx and Xxxxx Xxx Xxxxx |
XxxXxx Corp. |
17-33N-01W |
S2 N2, N2 SW4, SW4 SW4, NW4 SE4 |
320.00 |
n/a |
|
K-011 |
|||||||||
|
K-011 |
October 29, 2001 |
60/932 |
n/a |
SCH Holdings, Ltd |
KeeSun Corp. |
17-33N-01W |
Sec 17: SE4 SE4, S2 SE4 |
480.00 |
n/a |
|
K-012 |
|||||||||
|
K-012A |
November 22, 2022 |
61/380 |
n/a |
Zimmerman Realty |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012B |
November 22, 2002 |
61/381 |
n/a |
Xxxx X. Xxxxx, widow and sole heir and devisee to the Estate of Xxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012C |
November 22, 2002 |
61/382 |
n/a |
Xxxxxxx X. Xxxxxxx, Xx., f/k/a Xxxxxxx X. Xxxxxxx XXX, son and one of two heirs and devisees to the Estates of Xxxxxxx X. Xxxxxxx, f/k/a Xxxxxxx X. Xxxxxxx, Xx., and Xxxx X. Xxxxxxx, husband and wife, both deceased; Xxxxxxx X. Xxxxxxx, Xx., f/k/a Xxxxxxx X. Xxxxxxx, XXX, being one of two beneficiaries and distributees of the Xxxxxxx X. Xxxxxxx Trust; and, Xxxxxxx X. Xxxxxxx, Xx., f/k/a Xxxxxxx X. Xxxxxxx, XXX, being one of five heirs and devisees to the Estate of Xxxxxxxxx X. Xxxxxxx, f/k/a Xxxxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012D |
November 22, 2002 |
61/383 |
n/a |
Xxxxxx X. Xxxxxxx, son and one of two heirs and devisees to the Estates of Xxxxxxx X. Xxxxxxx, f/k/a Xxxxxxx X. Xxxxxxx, Xx., and Xxxx X. Xxxxxxx, husband and wife, both deceased; Xxxxxx X. Xxxxxxx, being one of two beneficiaries and distributees of the Xxxxxxx X. Xxxxxxx Trust; and, Xxxxxx X. Xxxxxxx, being one of five heirs and devisees to the Estate of Xxxxxxxxx X. Xxxxxxx, f/k/a Xxxxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012E |
November 22, 2002 |
61/384 |
n/a |
Xxxx X. Xxxxxx, daughter and one of two heirs and devisees to the Estate of Xxxxxx X. Xxxx, deceased; and, Xxxx X. Xxxxxx, one of five heirs and devisees to the Estate of Xxxxxxxxx X. Xxxxxxx, f/k/a Xxxxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012F |
November 22, 2002 |
61/385 |
n/a |
Xxxx X. Xxxx, widow and sole heir and devisee to the Estate of Xxxxxxx X. Xxxx, deceased; Xxxxxxx X. Xxxx, son and one of two heirs and devisees to the Estate of Xxxxxx X. Xxxx, deceased; and, Xxxxxxx X. Xxxx, one of five heirs and devisees to the Estate of Xxxxxxxxx X. Xxxxxxx, f/k/a Xxxxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012G |
November 22, 2002 |
61/386 |
n/a |
Xxxxxx X. Xxxxxx, Xx., son and sole heir and devisee to the Estate of Xxxxx X. Xxxxxx, deceased; Xxxxxx X.Xxxxxx, Xx., sole beneficiary and distributee of the Trust under the Last Will and Testament of Xxxxx X. Xxxxxx, deceased; and, Xxxxxx X. Xxxxxx, Xx., one of five heirs and devisees to the Estate of Xxxxxxxxx X. Xxxxxxx, f/k/a Xxxxxxxxx X. Xxxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-012H |
November 22, 2002 |
61/387 |
n/a |
Xxxxx X. Xxxxxx, son and sole heir and devisee to the Estate of Xxxxxx Xxxxx Xxxxxxxxxx, a/k/a Xxxxxx Xxxxxxxx Xxxxxxxxxx, f/k/a Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx Xxxxxx and Xxxxxx X. Xxxxx, deceased |
REStana Oil & Gas, Inc. |
23-34N-01W |
W2 E2 |
160.00 |
n/a |
|
K-013 |
|||||||||
|
K-013A |
June 14, 1990 |
58/589 |
n/a |
Xxxxx Xxxxxxxxx, as Trustee for X.X. Xxxxxxx, unlocated mineral owner, pursuant to proceedings in File No. 12905, District Court of Toole County, MT |
REStana Oil & Gas, Inc. |
23-34N-01W |
E2 E2 |
160.00 |
n/a |
|
K-013B |
June 1, 1990 |
58/698 |
n/a |
SLX Co., as general partnership |
REStana Oil & Gas, Inc. |
23-34N-01W |
E2 E2 |
160.00 |
n/a |
|
K-014 |
|||||||||
|
K-014 |
January 15, 2003 |
61/462 |
n/a |
Xxxxx X. Xxxxxx |
REStana Oil & Gas, Inc. |
29-34N-02W |
NE4 |
160.00 |
n/a |
|
K-015 |
|||||||||
|
K-015A |
January 15, 2003 |
61/463 |
n/a |
Xxxxxx Xxxxx Xxxxx |
REStana Oil & Gas, Inc. |
29-34N-02W |
N2 NW4 |
80.00 |
n/a |
|
K-015B |
January 15, 2003 |
61/464 |
n/a |
Xxxxxxx Xxxxx Xxxxxx |
REStana Oil & Gas, Inc. |
29-34N-02W |
N2 NW4 |
80.00 |
n/a |
|
K-016 |
|||||||||
|
K-016 |
January 15, 2003 |
61/465 |
n/a |
Xxxxx X. Xxxxx, et al |
REStana Oil & Gas, Inc. |
29-34N-02W |
SW4 NW4, NW4 SW4 |
80.00 |
n/a |
|
K-017 |
|||||||||
|
K-017A |
September 15, 2003 |
61/546 |
n/a |
Xxxxxx X. Xxxxxx, Xx. |
REStana Oil & Gas, Inc. |
29-34N-02W |
SE4 NW4, NE4 SW4, N2 SE4 |
160.00 |
n/a |
|
K-017B |
April 4, 2003 |
61/466 |
n/a |
Xxxxxx X. Xxxx, et al |
REStana Oil & Gas, Inc. |
29-34N-02W |
SE4 NW4, NE4 SW4, N2 SE4 |
160.00 |
n/a |
|
K-018 |
|||||||||
|
K-018 |
August 22, 2003 |
61/536 |
n/a |
Xxxxxx X. Xxxxxx, et al |
REStana Oil & Gas, Inc. |
30-34N-02W |
Lots 1, 2, E2 NW4, NE4, E2 SE4 |
394.79 |
n/a |
|
K-019 |
|||||||||
|
K-019 |
March 18, 2005 |
61/755 |
n/a |
Xxxxx Xxxx, Inc. |
XxxXxx Corp. |
35-34N-01W |
E2 |
320.00 |
n/a |
|
K-020 |
|||||||||
|
K-020 |
February 2, 2007 |
62/972 |
n/a |
Xxxx X. Xxxxxx, et al |
KeeSun Corp. |
08-33N-01W |
SW4 SW4 |
40.00 |
n/a |
|
Total |
12308.81 |
n/a |
| Leases conveyed by those certain Letter Agreements, all effective March 1, 2017 (the “Effective Date”), entered into by and between A. B. Energy LLC (“AB Energy”), as successor to Croft Petroleum Co, ("Croft") and Synergy Offshore LLC (“Synergy”), by and between Energy West Resources, Inc. (“Energy West”), and Synergy Offshore LLC (“Synergy”), and by and between Western Natural Gas Co. (“Western”), and Synergy Offshore LLC (“Synergy”), Toole County, MT |
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
Description |
Gross Acres |
Gross(Broken out) |
Gross (True) |
|
C-001 |
|||||||||
|
C-001 |
October 29, 1974 |
50/214 |
n/a |
A.H. Blasé and Rose Blasé, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-002 |
|||||||||
|
C-002 |
July 18, 1979 |
52/851 |
n/a |
William R. McNamer, Personal Representative of the Estate of Bruce McNamer, deceased |
John A. Miller |
Township 34 N, Range 2 W |
80.00 |
160.00 |
160.00 |
|
C-003 |
|||||||||
|
C-003A |
May 5, 1978 |
52/296 |
n/a |
Henry S. Alme and Irene Alme, H/W |
John A. Miller |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-003B |
May 22, 1978 |
52/306 |
n/a |
A.H. Raymond and Lois Bailey Raymond, H/W |
John A. Miller |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-004 |
|||||||||
|
C-004A |
October 30, 1974 |
50/221 |
n/a |
Glenn E. Moffatt and Mary M. Moffatt, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
480.00 |
|
C-004B |
October 30, 1974 |
50/220 |
n/a |
Mary M. Benis |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004C |
October 30, 1974 |
50/219 |
n/a |
Ruth M. Johnson |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004D |
October 30, 1974 |
50/216 |
n/a |
Charles I. Moffatt and Bonnie Moffatt, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004E |
October 30, 1974 |
50/211 |
n/a |
F.A. Moffatt and Jean Moffatt, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
C-004F |
October 30, 1974 |
50/218 |
n/a |
John H. Moffatt and Wilma Moffatt, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004G |
October 30, 1974 |
50/222 |
n/a |
Leo J. Moffatt and Georgia Moffatt. H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004H |
October 30, 1974 |
50/217 |
n/a |
Lloyd C. Moffatt |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-004J |
October 30, 1974 |
50/230 |
n/a |
R.D. Moffatt and Leota Moffatt, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
|
|
C-005 |
|||||||||
|
C-005 |
1974* |
50/215 |
n/a |
Barry Lee Green and Suzette Green, H/W; Charles W. Green and May Green, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
40.00 |
200.00 |
200.00 |
|
C-006 |
|||||||||
|
C-006 |
October 21, 1975 |
50/629 |
n/a |
Viola Riordan |
John A. Miller |
Township 34 N, Range 2 W |
160.00 |
320.00 |
320.00 |
|
C-007 |
|||||||||
|
C-007A |
June 12, 1976 |
51/225 |
n/a |
Henry S. Alme and Irene Alme, H/W |
John A. Miller |
Township 34 N, Range 2 W |
160.00 |
320.00 |
320.00 |
|
C-007B |
August 19, 1975 |
50/515 |
n/a |
Ervin H. Graese and Hildegarde A. Graese, H/W |
John A. Miller |
Township 34 N, Range 2 W |
160.00 |
320.00 |
|
|
C-007C |
1975* |
50/562 |
n/a |
Selma Spieler Lexow |
John A. Miller |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-008 |
|||||||||
|
C-008A |
March 24, 1978 |
52/244 |
n/a |
Edith M. Clarkson |
John A. Miller |
Township 34 N, Range 2 W |
120.00 |
120.00 |
120.00 |
|
C-008B |
March 24, 1978 |
52/245 |
n/a |
Florence M. Nelson |
John A. Miller |
Township 34 N, Range 2 W |
120.00 |
120.00 |
|
|
C-009 |
|||||||||
|
C-009 |
May 6, 1977 |
51/735 |
n/a |
Ernest H. Sager, individually, and as Executor the Estate of Lola M. Sager, deceased |
Jerry L. Branch |
Township 34 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-010 |
|||||||||
|
C-010A |
June 16, 1976 |
51/594 |
n/a |
Hazel B. Colby; Lester F. Colby and Dorothy S. Colby, H/W |
Jerry L. Branch |
Township 34 N, Range 2 W |
80.00 |
80.00 |
80.00 |
|
C-010B |
June 16, 1976 |
51/595 |
n/a |
Laverne W. Colby and Leona E. Colby, H/W |
Jerry L. Branch |
Township 34 N, Range 2 W |
80.00 |
80.00 |
|
|
C-010C |
1976* |
51/596 |
n/a |
Dorothy A. Feltz |
Jerry L. Branch |
Township 34 N, Range 2 W |
80.00 |
80.00 |
|
|
C-011 |
|||||||||
|
C-011A |
September 13, 1976 |
51/378 |
n/a |
H. Raymond Aslakson and Eleanor F. Aslakson, et al |
Jerry L. Branch |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-011B |
October 27, 1976 |
51/598 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of L.G. Roesner, deceased |
Jerry L. Branch |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-012 |
|||||||||
|
C-012 |
June 15, 1977 |
51/785 |
n/a |
Gem E. Cox, Personal Representative of the Estate of Edith Clare Cox, deceased |
Jerry L. Branch |
Township 34 N, Range 2 W |
120.00 |
120.00 |
120.00 |
|
C-013 |
|||||||||
|
C-013 |
October 28, 1974 |
50/213 |
n/a |
Jabez W. Rogers and Mary L. Rogers, H/W |
Murphy Minerals Corp. |
Township 34 N, Range 2 W |
480.00 |
480.00 |
480.00 |
|
C-014 |
|
C-014A |
July 15, 1974 |
50/261 |
n/a |
Lois R. Bailey |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-014B |
December 26, 1974 |
50/247 |
n/a |
P.J. Jacquemart, Administrator of the Estate of Frank B. Baker, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-014C |
December 18, 1975 |
51/728 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of S.E. Crow, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-014D |
September 10, 1975 |
50/576 |
n/a |
Harold R. Fischer |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-014E |
September 15, 1975 |
50/571 |
n/a |
Mabel Kloster |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-014F |
July 15, 1975 |
52/779 |
n/a |
Heirs of Ella Kowski, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-014G |
July 15, 1974 |
50/363 |
n/a |
Carl E. Steiger, et al |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-015 |
|||||||||
|
C-015 |
1974* |
50/259 |
n/a |
Roger D. Fowler and Norma Fowler, H/W; Allen J. Fowler and Joan Fowler, H/W |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
640.00 |
640.00 |
|
C-016 |
|
C-016 |
January 15, 2003 |
61/462 |
n/a |
Ardis L. Potter |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-017 |
|||||||||
|
C-017A |
January 15, 2003 |
61/463 |
n/a |
Robert Scott Fifer |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
80.00 |
80.00 |
80.00 |
|
C-017B |
January 15, 2003 |
61/464 |
n/a |
Barbara Fifer Rarick |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
80.00 |
80.00 |
|
|
C-018 |
|||||||||
|
C-018 |
January 15, 2003 |
61/465 |
n/a |
Byron H. Kluth, et al |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
80.00 |
80.00 |
80.00 |
|
C-019 |
|||||||||
|
C-019A |
January 15, 2023 |
61/466 |
n/a |
Robert O. Delp and Sylvia I. Delp, H/W |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-019B |
September 15, 2003 |
61/546 |
n/a |
Joseph H. Heavey, Jr. |
Restana Oil & Gas, Inc. |
Township 34 N, Range 2 W |
160.00 |
160.00 |
|
|
C-020 |
|||||||||
|
C-020 |
June 9, 1972 |
47/303 |
n/a |
Roger D. Fowler and Norma Fowler, H/W; Allen J. Fowler and Joan Fowler, H/W |
Emery Tower |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-021 |
|||||||||
|
C-021 |
June 9, 1972 |
47/315 |
n/a |
Mary Evelin Curran |
Emery Tower |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-022 |
|||||||||
|
C-022A |
July 1, 1974 |
50/264 |
n/a |
Laura Froemke |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-022B |
July 1, 1974 |
50/262 |
n/a |
Annie Kiefert |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022C |
July 1, 1974 |
50/266 |
n/a |
Dorothy Lundvall |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022D |
July 1, 1974 |
50/263 |
n/a |
Alice Penberthy |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022E |
July 2, 1976 |
51/253 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of Alfred Wall, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022F |
July 2, 1976 |
51/252 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of Frank H. Wall, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
C-022G |
July 2, 1976 |
51/254 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of Frank Wall, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022H |
July 1, 1974 |
50/265 |
n/a |
Herbert Wall |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022J |
July 1, 1974 |
50/268 |
n/a |
Edward J. Wall |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022K |
July 2, 1976 |
50/267 |
n/a |
P.J. Jacquemart, Personal Representative of the Estate of Marie Wall, deceased |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-022L |
July 1, 1974 |
50/267 |
n/a |
Charles F. Wendler and Patricia L. Wendler, H/W |
John J. Lyon |
Township 34 N, Range 2 W |
320.00 |
320.00 |
|
|
C-023 |
|||||||||
|
C-023 |
July 1, 1974 |
50/330 |
n/a |
Lester Flesch, Trustee |
John J. Lyon |
Township 34 N, Range 2 W |
240.00 |
240.00 |
240.00 |
|
C-024 |
|||||||||
|
C-024 |
July 15, 1974 |
50/329 |
n/a |
Lester Flesch, Trustee |
John J. Lyon |
Township 34 N, Range 2 W |
240.00 |
240.00 |
240.00 |
|
C-025 |
|
C-025 |
June 7, 1972 |
47/255 |
n/a |
Pearl L. Gibler |
Emery Tower |
Township 34 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-026 |
|||||||||
|
C-026A |
1990* |
58/718 |
n/a |
Victor E. Luedtke, a single man |
David B. Brown |
Township 34 N, Range 1 W |
80.00 |
320.00 |
320.00 |
|
C-026B |
January 19, 1984 |
55/451 |
n/a |
Russell S. Barger, a widower |
Texaco, Inc. |
Township 34 N, Range 1 W |
80.00 |
320.00 |
|
|
C-027 |
|||||||||
|
C-027 |
November 7, 1990 |
58/717 |
n/a |
Dean Jones and Patricia Jones, H/W |
David B. Brown |
Township 34 N, Range 1 W |
160.00 |
640.00 |
640.00 |
|
C-028 |
|||||||||
|
C-028 |
February 28, 1992 |
59/145 |
n/a |
Somont Oil Company, Inc. |
David B. Brown |
Township 34 N, Range 1 W |
80.00 |
320.00 |
320.00 |
|
C-029 |
|
C-029 |
1991* |
58/882 |
n/a |
Potlatch Oil & Refining Co. |
David B. Brown |
Township 34 N, Range 1 W |
40.00 |
40.00 |
40.00 |
|
C-030 |
|||||||||
|
C-030A |
December 4, 1990 |
58/733 |
n/a |
Mildred L. Stimps |
David B. Brown |
Township 34 N, Range 1 W |
320.00 |
320.00 |
320.00 |
|
C-030B |
December 4, 1990 |
58/732 |
n/a |
Wallace L. Sauby |
David B. Brown |
Township 34 N, Range 1 W |
320.00 |
320.00 |
|
|
C-030C |
December 4, 1990 |
58/766 |
n/a |
Donald R. Sauby and Carol E. Sauby, H/W |
David B. Brown |
Township 34 N, Range 1 W |
320.00 |
320.00 |
|
|
C-030D |
March 7, 1991 |
58/821 |
n/a |
Clerk of Court of Toole County, MT, as Trustee of Donald Livingston and/or Glen Livingston, unlocated mineral owners |
Textana USA, Inc. |
Township 34 N, Range 1 W |
320.00 |
320.00 |
|
|
C-031 |
|||||||||
|
C-031 |
June 5, 1972 |
47/259 |
n/a |
Lester Flesch and Helen Flesch, H/W |
Emery Tower |
Township 33 N, Range 2 W |
359.40 |
1318.20 |
1318.20 |
|
C-032 |
|||||||||
|
C-032A |
June 5, 1972 |
47/261 |
n/a |
Elizabeth A. Silberman |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
559.40 |
|
C-032B |
June 6, 1972 |
47/265 |
n/a |
Mary L. Rogers |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
|
C-032C |
June 9, 1972 |
47/267 |
n/a |
Dorothy M. Mitchell |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
C-032D |
June 5, 1972 |
47/269 |
n/a |
Evelyn L. Kiefer |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
|
C-032E |
June 9, 1972 |
47/271 |
n/a |
Gladys M. Dietrich |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
|
C-032F |
June 9, 1972 |
47/273 |
n/a |
Margaret M. Theonnes |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
|
C-032G |
1972* |
47/263 |
n/a |
Stella I. Osborn |
Emery Tower |
Township 33 N, Range 2 W |
239.40 |
559.40 |
|
|
C-033 |
|||||||||
|
C-033A |
March 6, 1981 |
53/889 |
n/a |
Victor A. Johnson and Eleanore Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
160.00 |
|
C-033B |
March 6, 1981 |
53/890 |
n/a |
Ruth Michaelson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033C |
March 6, 1981 |
53/891 |
n/a |
Montana Krebsbach and Earl Krebsbach, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033D |
1981* |
53/892 |
n/a |
Harwood Boggs |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033E |
March 6, 1981 |
53/923 |
n/a |
Cecil Brandvold |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033F |
March 6, 1981 |
53/924 |
n/a |
Gladys Haga and Arthur Haga, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033G |
March 6, 1981 |
53/925 |
n/a |
Margie Dolan |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033H |
March 6, 1981 |
53/926 |
n/a |
May Robinson and Charles Robinson, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033J |
March 6, 1981 |
53/927 |
n/a |
Margaret E. Doming and Bert Dorning, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033K |
March 6, 1981 |
53/928 |
n/a |
Florence Traiser |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033L |
March 6, 1981 |
53/929 |
n/a |
Lillian Wolfe |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033M |
March 6, 1981 |
53/930 |
n/a |
Thelma Hering |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033N |
March 6, 1981 |
53/931 |
n/a |
Sadie Westburg and Elmer Westburg, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033O |
March 6, 1981 |
53/932 |
n/a |
Evelyn Dolen and George Dolen, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033P |
March 19, 1981 |
53/933 |
n/a |
Alma Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033Q |
March 19, 1981 |
53/914 |
n/a |
Wanda L. Oster and Dwayne J. Oster, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033R |
March 6, 1981 |
53/935 |
n/a |
Alma Lillemon and John Lillemon, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033S |
March 6, 1981 |
53/936 |
n/a |
Leona Fowler and Russell Fowler, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033T |
March 19, 1981 |
53/937 |
n/a |
Donna Gail Johnson, aka Sister Mary David |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033U |
March 6, 1981 |
53/918 |
n/a |
Verla Christianson & Harold Christianson, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033V |
March 6, 1981 |
53/939 |
n/a |
Lloyd Nylander |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033W |
March 31, 1981 |
53/967 |
n/a |
Vivian S. Hall, Trustee |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033X |
March 6, 1981 |
54/29 |
n/a |
Alma Miller |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033Y |
March 6, 1981 |
54/30 |
n/a |
Ben H. Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033Z |
March 7, 1981 |
54/31 |
n/a |
Virginia Mason and Terry Mason, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033AA |
March 6, 1981 |
54/32 |
n/a |
Luella Nermyr and Glen A. Nermyr, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033BB |
March 19, 1981 |
54/33 |
n/a |
Kirby Johnson and Linda A. Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033CC |
March 6, 1981 |
54/34 |
n/a |
Dorothy Doris Brandvold |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033DD |
March 6, 1981 |
54/35 |
n/a |
Arlo C. Pretzger and Patti Pretzger, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033EE |
March 6, 1981 |
54/36 |
n/a |
John M. Hillerud |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033FF |
March 27, 1981 |
54/37 |
n/a |
Dianne Wolfe and Dallas Wolfe, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033GG |
March 6, 1981 |
54/38 |
n/a |
Almire E. Strate and Larry Strate, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033HH |
March 19, 1981 |
54/39 |
n/a |
Kay Schuler and David Schuler, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033JJ |
March 6, 1981 |
54/86 |
n/a |
Bonny Dolan |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033KK |
March 6, 1981 |
54/87 |
n/a |
Neoma B. Oldham |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033LL |
March 6, 1981 |
54/88 |
n/a |
Wallace E. Pretzger and Shari Pretzger, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033MM |
April 9, 1981 |
54/142 |
n/a |
Cheryl Wingerter and Roger Wingerter, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033NN |
March 6, 1981 |
54/143 |
n/a |
Leroy Johnson and Caroline Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033OO |
March 6, 1981 |
54/144 |
n/a |
Ernest Pretzger |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-033PP |
March 10, 1981 |
54/145 |
n/a |
Mae Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
C-033QQ |
March 27, 1981 |
54/146 |
n/a |
Maureen Kautzman & Benjamin Kautzman |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
120.00 |
160.00 |
|
|
C-034 |
|||||||||
|
C-034A |
November 10, 1980 |
53/506 |
n/a |
Victor A. Johnson and Eleanore Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
318.80 |
|
C-034B |
January 20, 1981 |
53/683 |
n/a |
Ruth Michaelson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034C |
February 19, 1981 |
53/819 |
n/a |
Montana Krebsbach and Earl Krebsbach, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034D |
1980* |
53/485 |
n/a |
Harwood Boggs |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034E |
November 10, 1980 |
53/489 |
n/a |
Cecil Brandvold |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034F |
January 20, 1981 |
53/686 |
n/a |
Gladys Haga and Arthur Haga, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
C-034G |
November 10, 1980 |
53/682 |
n/a |
Margie Dolan |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034H |
November 10, 1980 |
53/506 |
n/a |
May Robinson and Charles Robinson, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034J |
February 13, 1981 |
53/816 |
n/a |
Margaret E. Doming and Bert Dorning, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034K |
January 2, 1981 |
53/685 |
n/a |
Florence Traiser |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034L |
November 10, 1980 |
53/688 |
n/a |
Lillian Wolfe |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034M |
November 10, 1980 |
53/491 |
n/a |
Thelma Hering |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034N |
November 10, 1980 |
53/503 |
n/a |
Sadie Westburg and Elmer Westburg, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034O |
November 10, 1980 |
53/681 |
n/a |
Evelyn Dolen and George Dolen, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
C-034P |
November 10, 1980 |
53/887 |
n/a |
Alma Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034Q |
1980* |
53/886 |
n/a |
Wanda L. Oster and Dwayne J. Oster, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034R |
November 10, 1980 |
53/680 |
n/a |
Alma Lillemon and John Lillemon, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034S |
November 10, 1980 |
53/502 |
n/a |
Leona Fowler and Russell Fowler, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034T |
November 10, 1980 |
53/883 |
n/a |
Donna Gail Johnson, aka Sister Mary David |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034U |
November 10, 1980 |
53/509 |
n/a |
Verla Christianson & Harold Christianson, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034V |
November 10, 1980 |
53/492 |
n/a |
Lloyd Nylander |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034W |
February 19, 1981 |
53/734 |
n/a |
Vivian S. Hall, Trustee |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
C-034X |
November 10, 1980 |
53/488 |
n/a |
Alma Miller |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034Y |
November 10, 1980 |
53/487 |
n/a |
Ben H. Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034Z |
November 10, 1980 |
53/684 |
n/a |
Virginia Mason and Terry Mason, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034AA |
November 10, 1980 |
53/815 |
n/a |
Luella Nermyr and Glen A. Nermyr, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034BB |
November 10, 1980 |
53/885 |
n/a |
Kirby Johnson and Linda A. Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034CC |
1980* |
53/527 |
n/a |
Dorothy Doris Brandvold |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034DD |
November 10, 1980 |
53/687 |
n/a |
Arlo C. Pretzger and Patti Pretzger, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034EE |
December 16, 1980 |
53/817 |
n/a |
John M. Hillerud |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
C-034FF |
November 10, 1980 |
53/942 |
n/a |
Dianne Wolfe and Dallas Wolfe, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034GG |
November 10, 1980 |
53/490 |
n/a |
Almire E. Strate and Larry Strate, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034HH |
November 10, 1980 |
53/884 |
n/a |
Kay Schuler and David Schuler, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034JJ |
November 10, 1980 |
53/507 |
n/a |
Bonny Dolan |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034KK |
November 10, 1980 |
53/526 |
n/a |
Neoma B. Oldham |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034LL |
November 10, 1980 |
53/505 |
n/a |
Wallace E. Pretzger and Shari Pretzger, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034MM |
November 10, 1980 |
54/40 |
n/a |
Cheryl Wingerter and Roger Wingerter, W/H |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034NN |
February 12, 1981 |
53/818 |
n/a |
Leroy Johnson and Caroline Johnson, H/W |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
C-034OO |
November 10, 1980 |
53/504 |
n/a |
Ernest Pretzger |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034PP |
1980* |
54/85 |
n/a |
Mae Johnson |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-034QQ |
November 10, 1980 |
53/941 |
n/a |
Maureen Kautzman & Benjamin Kautzman |
Sunburst Exploration, Inc. |
Township 33 N, Range 2 W |
318.80 |
318.80 |
|
|
C-035 |
|||||||||
|
C-035 |
June 6, 1972 |
47/251 |
n/a |
Hazel Flesch |
Emery Tower |
Township 33 N, Range 2 W |
40.00 |
40.00 |
40.00 |
|
C-036 |
|||||||||
|
C-036 |
March 12, 1982 |
54/886 |
n/a |
Hazel Flesch |
Branch Oil & Gas |
Township 33 N, Range 2 W |
40.00 |
40.00 |
40.00 |
|
C-037 |
|||||||||
|
C-037 |
May 21, 1981 |
54/104 |
n/a |
Lester Flesch and Helen Flesch, H/W |
Jerry L. Branch |
Township 33 N, Range 2 W |
40.00 |
40.00 |
40.00 |
|
C-038 |
|||||||||
|
C-038 |
May 21, 1981 |
54/205 |
n/a |
Harry E. Benjamin, Jr., et al |
John A. Miller |
Township 33 N, Range 2 W |
80.00 |
80.00 |
80.00 |
|
C-039 |
|||||||||
|
C-039 |
August 21, 1975 |
50/599 |
n/a |
Amy S. McCale, a widow |
John A. Miller |
Township 33 N, Range 2 W |
159.52 |
159.52 |
159.52 |
|
C-040 |
|||||||||
|
C-040A |
August 27, 1975 |
50/649 |
n/a |
Kari Eide |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
318.60 |
|
C-040B |
May 6, 1976 |
51/157 |
n/a |
James A. Nelson, Personal Representative of the Estate of Auslaug Epletveit, deceased |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
|
C-040C |
August 27, 1975 |
50/688 |
n/a |
Lars Epletveit |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
|
C-040D |
August 27, 1975 |
50/648 |
n/a |
Sveinung Epletveit |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
C-040E |
April 28, 1976 |
51/156 |
n/a |
James A. Nelson, Personal Representative of the Estate of Sveinung S. Flom, deceased |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
|
C-040F |
August 27, 1975 |
50/650 |
n/a |
Olaf E. Oland |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
|
C-040G |
August 27, 1975 |
50/651 |
n/a |
Sveinung Oland |
John A. Miller |
Township 33 N, Range 2 W |
159.36 |
318.60 |
|
|
C-041 |
|||||||||
|
C-041 |
August 21, 1975 |
50/507 |
n/a |
Victor Lundin and Jennie Lundin, H/W |
John A. Miller |
Township 33 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-042 |
|
C-042 |
1972* |
47/307 |
n/a |
Victor Lundin and Jennie Lundin, H/W |
Emery Tower |
Township 33 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-043 |
|||||||||
|
C-043 |
June 7, 1972 |
47/253 |
n/a |
Mary E. English |
Emery Tower |
Township 33 N, Range 2 W |
240.00 |
240.00 |
240.00 |
|
C-044 |
|||||||||
|
C-044A |
June 17, 1972 |
47/285 |
n/a |
Gordon F. Bruce and Kay Bruce, H/W |
Emery Tower |
Township 33 N, Range 2 W |
160.00 |
320.00 |
320.00 |
|
C-044B |
June 17, 1972 |
47/287 |
n/a |
Ronald A. Bruce and Fern Bruce, H/W |
Emery Tower |
Township 33 N, Range 2 W |
160.00 |
320.00 |
|
|
C-044C |
June 17, 1972 |
47/289 |
n/a |
Fern Wolverton |
Emery Tower |
Township 33 N, Range 2 W |
160.00 |
320.00 |
|
|
C-045 |
|||||||||
|
C-045 |
June 21, 1977 |
51/888 |
n/a |
Regine A. Hoag, a woman, and CeJan Corp. |
Jerry L. Branch |
Township 33 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-046 |
|||||||||
|
C-046 |
February 14, 1981 |
53/747 |
n/a |
Harwood H. Boggs |
Branch Oil & Gas |
Township 33 N, Range 2 W |
160.00 |
320.00 |
320.00 |
|
C-046 |
February 14, 1981 |
53/751 |
n/a |
Alma Miller and Ben H. Johnson |
Branch Oil & Gas |
Township 33 N, Range 2 W |
160.00 |
320.00 |
|
|
C-047 |
|||||||||
|
C-047 |
September 17, 1979 |
53/11 |
n/a |
Eleanor Geist Redder |
John A. Miller |
Township 33 N, Range 2 W |
160.00 |
160.00 |
160.00 |
|
C-048 |
|||||||||
|
C-048 |
September 17, 1979 |
52/902 |
n/a |
Lester Flesch, Trustee |
John A. Miller |
Township 33 N, Range 2 W |
320.00 |
320.00 |
320.00 |
|
C-049 |
|||||||||
|
C-049A |
September 29, 1974 |
50/286 |
n/a |
Montana District Assemblies of God |
John A. Miller |
Township 33 N, Range 1 W |
160.78 |
160.78 |
160.78 |
|
C-049B |
September 29, 1974 |
50/306 |
n/a |
General Council of the Assemblies of God |
John A. Miller |
Township 33 N, Range 1 W |
160.78 |
160.78 |
|
|
C-049C |
September 29, 1974 |
50/206 |
n/a |
A.W. Morton and Eunice E. Morton, H/W |
John A. Miller |
Township 33 N, Range 1 W |
160.78 |
160.78 |
|
C-050 |
|||||||||
|
C-050A |
September 29, 1974 |
50/233 |
n/a |
General Council of the Assemblies of God |
John A. Miller |
Township 33 N, Range 1 W |
473.01 |
473.01 |
473.01 |
|
C-050B |
September 29, 1974 |
50/207 |
n/a |
A.W. Morton and Eunice E. Morton, H/W |
John A. Miller |
Township 33 N, Range 1 W |
473.01 |
473.01 |
|
|
C-050C |
1974* |
50/241 |
n/a |
Montana District Assemblies of God |
John A. Miller |
Township 33 N, Range 1 W |
473.01 |
473.01 |
|
|
C-051 |
|||||||||
|
C-051 |
May 1, 1975 |
not recorded with county |
n/a |
Federal Lease MTM-31331 |
Marie Trust |
Township 34 N, Range 2 W |
80.00 |
80.00 |
80.00 |
|
C-052 |
|||||||||
|
C-052 |
April 1, 1976 |
not recorded with county |
n/a |
Federal Lease MTM-33581 |
Rhoda Sabsevitz |
Township 34 N, Range 2 W |
120.00 |
160.00 |
160.00 |
|
C-053 |
|||||||||
|
C-053 |
November 1, 1980 |
not recorded with county |
n/a |
Federal Lease MTM-80505 |
Texaco, Inc. |
Township 34 N, Range 1 W |
120.00 |
120.00 |
120.00 |
|
C-054 |
|||||||||
|
C-054 |
November 1, 1981 |
54/720 |
n/a |
Federal Lease MTM-50742 |
Burton/Hawks, Inc. |
Township 34 N, Range 2 W |
40.00 |
120.00 |
120.00 |
|
C-055 |
|||||||||
|
C-055 |
1977* |
52/64 |
n/a |
Federal Lease MTM-37937 |
Howard W. Ukele |
Township 34 N, Range 2 W |
40.00 |
200.00 |
200.00 |
|
Total |
52955.89 |
14268.31 |
|
Leases conveyed by that certain Letter Agreement effective July 1, 2017 (the “Effective Date”), entered into by and between Ranck Oil Company, Inc. (“ROC”) and Commercial Energy of Montana Inc. (“CEM”), and Synergy Offshore LLC (“Synergy”), Toole County, MT |
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
Description |
Gross Acres |
|
R-001 |
|
R-001 |
December 23, 2003 |
61/612 |
n/a |
M. Brad Bennett & Longhorn Partners |
Millenium Oil & Gas |
Township 34 N, Range 1 W |
240.00 |
|
R-002 |
|||||||
|
R-002 |
March 5, 1979 |
52/698 |
n/a |
Potlatch Oil & Refining Co. |
Texaco Inc. |
Township 34 N, Range 1 W |
160.00 |
|
R-003 |
|||||||
|
R-003 |
December 23, 2003 |
61/611 |
n/a |
M. Brad Bennett & Longhorn Partners |
Millenium Oil & Gas |
Township 34 N, Range 1 W |
150.00 |
|
R-004 |
|||||||
|
R-004 |
October 3, 1990 |
58/696 |
n/a |
Edna K. Betts, f/k/a Edna K. Curtis, and William C. Betts, wife and husband, and Carlton W. Konrad, a/k/a C.W. Konrad |
REStana Oil & Gas, Inc. |
Township 34 N, Range 1 W |
80.00 |
|
R-005 |
|||||||
|
R-005 |
February 22, 1985 |
56/59 |
n/a |
Penny Underdahl, Clerk of Court of Toole County, MT |
Cavalier Petroleum, Inc. |
Township 34 N, Range 1 W |
80.00 |
|
R-006 |
|||||||
|
R-006 |
March 21, 1984 |
55/618 |
n/a |
Beth Collier and Travis Collier |
Cavalier Petroleum, Inc. |
Township 34 N, Range 1 W |
80.00 |
|
R-007 |
|||||||
|
R-007 |
November 1, 1980 |
55/329 |
n/a |
United States of America |
Texaco Inc. |
Township 34 N, Range 1 W |
40.00 |
|
R-008 |
|
R-008A |
August 23, 1979 |
52/889 |
n/a |
Glenn E. Moffatt, et ux |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008B |
August 25, 1979 |
52/924 |
n/a |
E.A. Moffatt |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008C |
August 25, 1979 |
52/925 |
n/a |
Leo J. Moffatt, et ux |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008D |
August 25, 1979 |
52/893 |
n/a |
Ruth N. Johnson, et vir |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008E |
August 25, 1979 |
52/892 |
n/a |
John H. Moffatt, et ux |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008F |
August 25, 1979 |
52/891 |
n/a |
R.D. Moffatt, et ux |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008G |
August 25, 1979 |
52/890 |
n/a |
Mary M. Bemis, et vir |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-008H |
August 25, 1979 |
52/923 |
n/a |
Charles L. Moffatt, et ux |
Spectrum Resources, Inc. |
Township 34 N, Range 1 W |
315.09 |
|
R-009 |
|
R-009 |
April 11, 1974 |
50/188 |
n/a |
Jabez W. Rogers, et ux |
John A. Miller |
Township 34 N, Range 1 W |
320.00 |
|
R-010 |
|||||||
|
R-010A |
April 14, 1975 |
50/392 |
n/a |
Bernice Marmont Wilkins |
Texaco Inc. |
Township 34 N, Range 2 W |
320.00 |
|
R-010B |
April 14, 1975 |
50/421 |
n/a |
Marshall W. Marmont, et ux |
Texaco Inc. |
Township 34 N, Range 2 W |
320.00 |
|
R-010C |
April 14, 1975 |
50/422 |
n/a |
John S. Marmont, et ux |
Texaco Inc. |
Township 34 N, Range 2 W |
320.00 |
|
R-010D |
April 14, 1975 |
50/489 |
n/a |
Gyla M. Smith |
Texaco Inc. |
Township 34 N, Range 2 W |
320.00 |
|
R-010E |
April 14, 1975 |
50/420 |
n/a |
Virginia Scheffer, et vir |
Texaco Inc. |
Township 34 N, Range 2 W |
320.00 |
|
R-011 |
|||||||
|
R-011 |
April 11, 1974 |
50/228 |
n/a |
Margaret M. Theonnes, et al |
John A. Miller |
Township 34 N, Range 2 W |
640.00 |
|
R-012 |
|||||||
|
R-012 |
May 23, 1921 |
2/474 |
n/a |
James Adams, et ux |
Kenneth G. Luke |
Township 34 N, Range 1 W |
160.00 |
|
R-013 |
|||||||
|
R-013A |
January 5, 1998 |
60/280 |
n/a |
Regina Kopseng |
John A. Miller, Jr. |
Township 34 N, Range 2 W |
50.00 |
|
R-013B |
January 5, 1998 |
60/281 |
n/a |
Leslye A. Young |
John A. Miller, Jr. |
Township 34 N, Range 2 W |
50.00 |
|
Total |
6170.72 |
|
Federal and State Leases held by Synergy Offshore LLC (“Synergy”) in Toole County, MT |
||||||||||
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
S/T/R |
Description |
Gross Acres |
Gross (Broken Out) |
Net Acres |
|
M-001 |
||||||||||
|
M-001 |
December 5, 2017 |
OG-43523-17 |
State of Montana |
SOG Resources |
16-34N-01W |
W2 W2, SE4 NW4, E2 SW4 |
320.00 |
320.00 |
n/a |
|
|
M-002 |
|
M-002A |
September 1, 2020 |
OG-43941-20A |
State of Montana |
SOG Resources |
16-34N-01W |
E2 |
320.00 |
640.00 |
n/a |
|
|
M-002B |
September 1, 2020 |
OG-43941-20B |
State of Montana |
SOG Resources |
16-34N-01W |
E2, below the base of the Three Forks formation |
320.00 |
640.00 |
n/a |
|
|
M-003 |
||||||||||
|
M-003 |
September 5, 2018 |
OG-43631-18A |
State of Montana |
SOG Resources |
36-34N-01W |
S2 NE4, N2 SE4 |
160.00 |
160.00 |
n/a |
|
|
M-004 |
||||||||||
|
M-004 |
September 5, 2018 |
OG-43632-18A |
State of Montana |
SOG Resources |
36-34N-01W |
N2 NW4, SW4 NW4, S2 SE4 NW4, W2 NE4 SW4 |
160.00 |
160.00 |
n/a |
|
|
M-005 |
|
M-005 |
December 4, 2018 |
Bk 65 / Pg 232 |
OG-43659-18 |
State of Montana |
Farleigh Oil Properties |
07-34N-02W |
Lot 4, SE4 SW4 |
76.53 |
76.53 |
n/a |
|
M-006 |
||||||||||
|
M-006 |
December 3, 2019 |
OG-43849-19A |
State of Montana |
Tom E. Swanson |
15-33N-02W |
E2 |
320.00 |
320.00 |
n/a |
|
|
M-007 |
||||||||||
|
M-007A |
December 3, 2019 |
OG-43852-19A |
State of Montana |
Tom E. Swanson |
16-34N-02W |
All of section |
640.00 |
640.00 |
n/a |
|
|
M-007B |
March 1, 2022 |
OG-44075-22 |
State of Montana |
SOG Resources |
16-34N-02W |
ALL of section |
640.00 |
640.00 |
n/a |
|
|
M-008 |
|
M-008 |
December 4, 2018 |
Bk 65 / Pg 233 |
OG-43660-18 |
State of Montana |
Farleigh Oil Properties |
18-34N-02W |
Lot 1, NE4 NW4 |
76.64 |
76.64 |
n/a |
|
M-009 |
||||||||||
|
M-009 |
December 3, 2019 |
OG-43853-19A |
State of Montana |
SOG Resources |
21-34N-02W |
SE4 NW4, NW4 NE4, N2 S2, SE4 SE4, SW4 SW4, below the base of the Three Forks Formation. |
320.00 |
640.00 |
n/a |
|
|
M-010 |
|
M-010 |
December 3, 2019 |
OG-43854-19A |
State of Montana |
SOG Resources |
28-34N-02W |
NW4 NW4, S2 NW4, E2 NE4, N2 SE4, NE4 SW4 |
320.00 |
640.00 |
n/a |
|
|
M-011 |
||||||||||
|
M-011 |
September 1, 2020 |
OG-43940-20A |
State of Montana |
SOG Resources |
07-34N-01W |
Lots 1, 2, E2 NW4, E2 SE4 |
234.02 |
468.04 |
n/a |
|
|
M-012 |
|
M-012 |
September 1, 2020 |
OG-43942-20A |
State of Montana |
SOG Resources |
36-34N-02W |
All of section |
640.00 |
1280.00 |
n/a |
|
|
M-013 |
||||||||||
|
M-013 |
December 4, 2018 |
OG-43658-18 |
State of Montana |
Farleigh Oil Properties |
08-34N-01W |
W2 SW4 |
80.00 |
80.00 |
n/a |
|
Lease ID |
Lease Date |
Recording |
Lease Number |
Lessor |
Lessee |
Description |
Gross Acres |
Net Acres |
|
F-001 |
||||||||
|
F-001 |
February 1, 2019 |
n/a |
Serial Number |
United States |
Farleigh Oil Properties |
Township 34 N, Range 2 W |
1000.17 |
n/a |
|
F-002 |
||||||||
|
F-002 |
February 1, 2019 |
n/a |
Serial Number |
United States |
Farleigh Oil Properties |
Township 34 N, Range 2 W |
1182.92 |
n/a |
|
TOTAL |
2183.09 |
End of Exhibit “A”
EXHIBIT “B”
(Easements and Wells)
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
|
API |
Well Name |
Well Num. |
Lease Name |
Operator Company Name |
County/Parish |
State |
Field |
|
25-101-24273 |
KIEFER FARMS 1 |
1 |
KIEFER FARMS 1 |
SYNERGY OFFSHORE |
TOOLE (MT) |
MONTANA |
WILDCAT TOOLE |
|
25-101-24271 |
KOEPKE FARMS 1 |
1 |
KOEPKE FARMS 1 |
SYNERGY OFFSHORE |
TOOLE (MT) |
MONTANA |
WILDCAT TOOLE |
EXHIBIT “C”
(Mineral Interests)
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
|
FEE ID |
Landowner |
Assignment |
Recorded |
Bk/Pg |
S/T/R |
Legal Description |
Gross |
|
MI-001 |
Carolyn Deuble Crowley |
Mineral Deed |
11/14/2016 |
102/854 |
17-34N-01W |
N2 NW4, SE4 NW4 |
280.00 |
|
MI-002 |
John H. Deuble |
Mineral Deed |
11/14/2016 |
102/853 |
17-34N-01W |
N2 NW4, SE4 NW4 |
280.00 |
EXHIBIT “D”
(Existing Contracts)
SEE ATTACHED
EXHIBIT “E”
(Joint Operating Agreement)
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
A.A.P.L. Form 610 – 1989 Model Form Operating Agreement Horizontal Modifications and Article XVI Special Provisions attached hereto.
EXHIBIT “F”
[RESERVED]
EXHIBIT “G”
[RESERVED]
EXHIBIT “H”
(Assignment)
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
State of Montana
Counties of Toole and Glacier
PARTIAL ASSIGNMENT AND BILL OF SALE
This Partial Assignment and Bill of Sale (the “Assignment”) dated effective as of [insert Closing Date] (the “Effective Date”), is entered into by and between Synergy Offshore LLC, a Texas limited liability company, whose address is 9821 Katy Freeway, Suite 805, Houston, Texas 77024 (“Assignor”) and U.S. Energy Corp., a Delaware corporation, whose address is 1616 S. Voss, Houston, Texas 77057 (“Assignee”).
TO HAVE AND TO HOLD the Assigned Interest in the Properties unto Assignee, its successors and assigns, forever, subject to the following terms and conditions:
1. SPECIAL WARRANTY. ASSIGNOR AGREES TO WARRANT AND DEFEND TITLE TO THE ASSIGNED INTEREST IN THE PROPERTIES UNTO ASSIGNEE AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING BY, THROUGH OR UNDER ASSIGNOR, FOR THE PERIOD OF ONE YEAR FROM THE DATE OF EXECUTION OF THIS ASSIGNMENT. TO THE EXTENT THAT THEY ARE ASSIGNABLE, ASSIGNOR ASSIGNS ALL RIGHTS UNDER WARRANTIES AND REPRESENTATIONS OF ITS PREDECESSORS IN TITLE INSOFAR AS THEY APPLY TO THE ASSIGNED INTEREST IN THE PROPERTIES.
2. Subject to Purchase and Sale Agreement and Participation Agreement. This Assignment is expressly made subject to that certain Purchase and Sale Agreement (the “PSA”), that certain Participation Agreement and that certain Joint Operating Agreement (the “JOA”), all effective as of ________, 2025, entered into by and between Assignor and Assignee. The PSA and Participation Agreement each contain certain representations, warranties, covenants and agreements between Assignor and Assignee, some of which survive the delivery of this Assignment, as provided for therein and shall not be merged into this Assignment or be otherwise negated by the execution or delivery of this Assignment. This Assignment shall not be construed to amend the PSA or the Participation Agreement or vary the rights or obligations of either Assignor or Assignee from those set forth in the PSA and/or the Participation Agreement. In the event of any conflict between this Assignment and the PSA, the terms of the PSA shall control. In the event of any conflict between this Assignment and the Participation Agreement, the terms of the Participation Agreement shall control. Any defined term used herein but not otherwise defined shall have the meaning ascribed to such term in the PSA or the Participation Agreement, as the case may be. Article XVI of the JOA provides certain rights of Assignor and Assignee to join in agreements (or cause a Party to be joined into agreements) to convey the Assigned Interests and Seller Retained Interests to third parties (“Preferential, Tag and Drag Rights”). Such Preferential, Tag and Drag rights are binding on the successors and assigns to Assignor’s interest in the Seller Retained Interests and Assignee’s interest in the Assigned Interests, respectively.
3. Carried Working Interest. Assignee’s Seller Reserved Interest in the PSA is a “Carried Working Interest,” whereunder Assignee shall cover, pay for one hundred percent (100%) of Seller Costs attributable to the Seller Reserved Interest during the Carry Period. The “Carry Period” is the Effective Date of this Assignment through the date that is the earlier of (i) seventy-eight (78) months thereafter; or (ii) the date the Seller Costs attributable to the Seller Reserved Interest total the Carry Amount as defined in the PSA.
4. Personal Property and Equipment. ALL WELLS AND RELATED LEASEHOLD EQUIPMENT, FIXTURES AND PERSONAL PROPERTY OR ANY KIND ASSIGNED HEREBY AS PART OF THE PROPERTIES ARE ASSIGNED WITHOUT WARRANTY OR REPRESENTATION AS TO THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMANCE WITH MODELS OR SAMPLES OF MATERIALS. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, CHARACTER OR NATURE, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE CONDITION, QUALITY OR QUANTITY THEREOF, INCLUDING (BUT NOT LIMITED TO) ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH MODELS OR SAMPLES OF MATERIALS, AND OTHER WARRANTIES OTHERWISE PROVIDED FOR BY LAW, ARE EXPRESSLY DISCLAIMED AND NEGATED; AND ALL SUCH WELLS, LEASEHOLD EQUIPMENT, FIXTURES AND PERSONAL PROPERTY ARE ASSIGNED BY ASSIGNOR AND ACCEPTED BY ASSIGNEE “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN. ADDITIONALLY, ASSIGNEE ACKNOWLEDGES AND STIPULATES THAT IT IS AWARE THAT THE LANDS COMPRISING THE PROPERTIES HAVE BEEN UTILIZED FOR THE EXPLORATION, DEVELOPMENT AND PRODUCTION OF HYDROCARBONS AND THAT THERE MAY BE OR MAY HAVE BEEN SPILLS OR BURIAL OF CRUDE OIL, PRODUCED WASTE (INCLUDING SALT WATER AND NATURALLY OCCURRING RADIOACTIVE MATERIAL) OR OTHER MATERIALS ON THE PROPERTIES. ASSIGNEE HEREBY RELEASES AND DISCHARGES ASSIGNOR FROM, AND AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ASSIGNOR AND SELLER GROUP FROM AND AGAINST, ANY AND ALL DAMAGES, CLAIMS, CAUSES OF ACTION, LOSSES, LIABILITIES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES OF ANY KIND OR CHARACTER (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS OF LITIGATION AND/OR ALTERNATIVE DISPUTE RESOLUTION), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE OUT OF OR BE CONNECTED IN ANY WAY WITH THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO.
5. Further Assurances. From and after the date hereof, Assignor and Assignee shall execute and deliver, and shall otherwise cause to be executed and delivered, from time to time, such further instruments, notices, division orders, transfer orders, and other documents, and do such other and future acts and things as may be reasonably necessary to more fully and effectively grant, convey, and assign the Assigned Interest in the Properties to Assignee and complete the transactions provided for under the PSA, the Participation Agreement and this Assignment.
6. Recording. Assignee shall record an executed copy of this Assignment in the relevant counties’ official records. In lieu of recording this Assignment in its entirety, Assignee may record a memorandum of this Assignment in a form mutually acceptable to Assignor and Assignee.
7. Choice of Law and Venue. Insofar as permitted by otherwise applicable law, this Assignment and all matters related thereto or to the PSA or Participation Agreement shall be governed by and construed under the laws of the State of Texas (without regard to conflict of law provisions thereof that would apply the provisions of the laws of another jurisdiction, provided, however that with regard to the construction and enforcement of this Assignment and any title to the Assigned Interests or to Seller’s Retained Interest in the Properties, the laws of the State of Montana shall apply. Any claims, disputes or suits (“Disputes”) under this Assignment shall be brought in and litigated exclusively in state or federal courts residing in Harris County, Texas. The Parties consent to the exclusive jurisdiction and venue in such courts for such purposes.
8. WAIVER OF RIGHTS TO JURY TRIAL. In any dispute arising out of this Assignment the Parties agree that they hereby waive all rights to trial by jury.
9. Successors and Assigns. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns, including without limitation the application of the Carried Working Interest under the PSA and the Participation Agreement and the obligations of the Assignee with regard thereto.
10. Counterpart Execution. This Assignment may be executed in several counterparts and all of such counterparts together shall constitute one and the same instrument. Assignee, the party recording this Assignment, is authorized to detach original signature and acknowledgment pages from one counterpart hereof and attach same to any other counterpart hereof for purposes of recording the Assignment.
ASSIGNOR:
SYNERGY OFFSHORE LLC
By: /s/ Duane King
Name: Duane King
Title: CEO
ASSIGNEE:
U.S. Energy Corp.
By: /s/ Ryan Smith
Name: Ryan Smith
Title: President and Chief Executive Officer
STATE OF COLORADO )
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me on this ______ day of _______, 2025, by __________, as ___________ for Synergy Offshore LLC, a Texas limited liability company, on behalf of such corporation.
(SEAL)
__________________________________________
Notary Public in and for the State of Texas
My Commission Expires:
STATE OF TEXAS )
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on this ______ day of _______, 2025, by __________, as ___________ for U.S. Energy Corp., a Delaware corporation, on behalf of such corporation.
(SEAL)
__________________________________________
Notary Public in and for the State of Texas
My Commission Expires:
EXHIBIT A TO ASSIGNMENT
(Properties)
Attached to and made a part of that Assignment dated January 7, 2025 by and between Synergy Offshore LLC, and U.S. Energy Corp.
[All Leases, Wells and Letter Agreements listed here.]
EXHIBIT “I”
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2025 by and between U.S. Energy Corp. and Synergy Offshore LLC.
Affidavit of Non-Foreign Status
December 31, 2024
Section 1445 of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations promulgated thereunder (the “Treasury Regulations”) provide that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform U.S. Energy Corporation, a Delaware Corporation (“Transferee”), that withholding of tax is not required upon the disposition by SYNERGY OFFSHORE LLC, “Transferor”), of certain assets pursuant to that certain Purchase and Sale Agreement, dated January __, 2025, by and between Transferee and Transferor, the undersigned hereby certifies pursuant to this Affidavit of Non-Foreign Status (“Affidavit”) to Transferee, for purposes of Section 1445 of the Code, that:
|
1. |
Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); |
|
2. |
Transferor is not a disregarded entity as defined in Sec. 1.1445-2(b)(2)(iii); |
|
3. |
Transferor’s U.S. employer identification number is [___________]; and |
|
4. |
Transferor's office address is: |
1401 Lake Plaza Dr, Spring, TX 77389
Spring, TX 77389
Transferor understands that this certificate may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury, I declare that I have examined this Affidavit and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have the authority to sign this Affidavit on behalf of Transferor.
Synergy Offshore LLC
By: /s/ Duane King
EXHIBIT “J”
Attached to and made a part of that Purchase and Sale Agreement dated January 7, 2024 by and between U.S. Energy Corp. and Synergy Offshore LLC.
PARTICIPATION AGREEMENT
This Participation Agreement (this “Participation Agreement”) is entered into January 7, 2024 (the “Closing Date”), by and between U.S. Energy Corp., a Delaware corporation, whose address is 1616 S. Voss, Houston, Texas 77057 (“USEG”) and Synergy Offshore LLC, a Texas corporation, whose address is 9821 Katy Freeway, Suite 805, Houston, Texas 77024 (“Synergy”). USEG and Synergy are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
1. The Carried Working Interest. Under the terms of the PSA and the JOA, USEG shall cover and pay for 100% of Seller Costs attributable to the Seller Reserved Interest during the Carry Period. LOE shall not be included in Seller Costs and shall be accounted for in accordance with Exhibit “C” of the JOA. During the Carry Period, Synergy’s share of LOE shall be netted against Synergy’s share of revenue pursuant to the JOA. In the event that there is not sufficient revenue to cover LOE during a particular month, then during the Carry Period, any negative LOE will be carried forward to the next operating month and offset against future net revenue until the cumulative negative LOE is fully offset. Prior to the receipt of first revenues from the Assets, USEG shall have the option to treat all or any portion of the negative LOE amount as Seller Costs. Following expiration of the Carry Period, Synergy shall be liable for all costs and expenses attributable to its working interests as such working interest is set forth on Exhibit “A” to the JOA. The Carried Working Interest shall expire at the end of the Carry Period. Seller Costs relating to the Assets shall be deducted from the Carry Amount such that the total amount to be paid by USEG on behalf of Synergy as a Carried Working Interest relating to the Assets shall not exceed $20,000,000. During the Carry Period, Synergy shall have no rights to require any expenditures by USEG that would be considered Seller Costs, including the acquisition of any AMI Interests under this agreement, nor shall USEG at any time have any obligation to settle in cash or other value any unexpended Carry Amount; provided, however, that in the event any of the Carry Amount remains and has not been applied to Seller Costs as of seventy-eight (78) months after the Closing Date; Seller shall be entitled to apply any such remaining amounts toward any Seller Costs for which AFE’s are outstanding as of such date, even if payment for same is not due prior to such date.
2. Area of Mutual Interest. Effective upon Closing, USEG and Synergy shall be subject to an area of mutual interest (the “AMI”) covering all of the Township and Range 34N-1W, 34N-2W, 33N-1W, 33N-2W, 35N-1W and 35N-2W. In the event that a Party (“Acquiring Party”) acquires on or before the date that is seventy-eight (78) months after the Closing Date (the “AMI Term”), any rights or real property or personal property interest(s) under any lease, deed, assignment, letter agreement or other instrument covering the AMI Lands (individually, an “AMI Interest” and collectively, the “AMI Interests”), it shall notify the other Party (“Electing Party”) within ten (10) days following such acquisition (an “AMI Notice”), including in such notice a true and complete copy of any such lease, deed, assignment, letter agreement or other instrument, together with the amount of bonus or other consideration paid by the Acquiring Party to acquire it. During the AMI Term, Synergy shall not directly or indirectly acquire or negotiate the acquisition of any AMI Interests, other than those acquired from USEG pursuant to this Section 2, without USEG’s prior written consent.
Any interest within the AMI Lands acquired by USEG from Wavetech Helium, Inc., Tom Swanson or any other party pursuant to that certain Agreement by and between Falcon Energy Partners, LLC, Tom and Jo Swanson Trust, and Zana Resources, LLC and Wavetech Helium, Inc. dated effective February 8, 2022, or that certain Purchase and Sale Agreement for Farmout Assignment by and between U.S. Energy Corp. and Wavetech Helium, Inc. dated June 26, 2024, or that certain letter agreement by and between Wavetech Helium, Inc. and Tom E. Swanson dated June 26, 2024 (individually a “Wavetech Agreement”, and collectively, the “Wavetech Agreements”), including any lease renewals or revisions, extensions, top leases,or similar amendments that do not increase the areal extent of any lands covered by any of the Wavetech Agreements shall not be considered an AMI Interest and Synergy shall have no right hereunder to participate in any acquisition thereof by USEG, or assignment thereof to USEG.
Upon receipt of the AMI Notice, the Electing Party shall have fifteen (15) days to notify the Acquiring Party in writing of its election to acquire an undivided interest in the Acquiring Party’s right, title and interest in the AMI Interest and pay its proportionate share of the cost to acquire such AMI Interest. If USEG is the Electing Party, such undivided interest shall be eighty percent (80.0%). In the event Synergy is the Electing Party, such undivided interest shall be twenty percent (20.0%). Upon receipt of an election, the Parties shall as soon as practicable execute any necessary instruments or agreements to transfer to the Electing Party its share of the AMI Interest. In the event Synergy is the Electing Party, and the acquisition takes place during the Carry Period, the costs of acquiring its percentage of the AMI Interests shall be included in the Seller Costs as defined in the PSA, subject to the Carried Working Interest. In the event Synergy is the Electing Party, and the acquisition takes place after expiration of the Carry Period, the costs of acquiring its percentage of the AMI Interests shall be borne by Synergy.
To the extent Synergy does not elect to participate in any acreage acquired by USEG within the AMI, Synergy shall not be entitled to participate in any future acquisitions or drilling in any section in or immediately offsetting the section or sections that Synergy elected not to participate in. For clarity, the AMI shall not include any interests in surface acreage, surface leases, easements, right of ways, processing plants, processing facilities, pipelines moving Production or other substances to or from processing plants or facilities, or similar interests or assets used for processing of Production.
3. Operator’s Maintenance of AMI Interests. USEG will, during the Carry Period, use commercially reasonable efforts to maintain the existing leases and agreements owned by the parties covering and pertaining to the AMI Lands.
4. Drilling Commitment. USEG shall commence after the Closing Date and on or before eighteen (18) months from the Closing Date (the “Drilling Commencement Deadline”), operations for the drilling of no less than two wells (the “Commitment Wells”) on the Leases within the AMI or lands pooled, communitized or unitized therewith, and proceed with such operations with reasonable diligence. USEG shall have sole authority to determine the locations, target depth, manner of drilling, testing and completing (if applicable) of such Commitment Wells.
5. Substitute Well. In the event that USEG is unable to reach the target depth in either Commitment Well due to mechanical failure, or subsurface conditions in such well, USEG shall within thirty (30) days after plugging and abandoning such well, have the right to commence operations for the drilling of a substitute well, which well shall be considered for all purposes hereunder as the Commitment Well it replaces (a “Substitute Well”), and the commencement date of the Substitute Well shall be considered the date of commencement of operations for the Commitment Well it is replacing.
6. Synergy’s Termination Option. In the event USEG does not meet its obligations under Section 4 on or before the Drilling Commencement Deadline, then (i) Synergy or its successors and assigns shall have as its sole remedy for such failure to meet such obligations, the one-time option to terminate this Agreement, exercisable by written notice to USEG within forty-five (45) days following the failure to commence drilling operations for either of the Commitment Wells (or Substitute Well therefor) on or before the Commencement Deadline, (the “Drilling Commitment Termination Exercise Deadline”). As soon as practicable following Synergy’s exercise of such right, USEG shall assign all of its right, title and interest in the Assets assigned by Synergy under the PSA back to Synergy or its successors and assigns, subject to a special warranty, excepting and reserving to USEG all of its right, title and interest in the following (collectively, the “Retained Well Interests”): (i) any wells drilling or drilled by USEG since the Closing Date and the Kiefer Farms #1 well and the Koepke Farms #1 well (the “Retained Wells”), (ii) any related interest in any leases, rights of way, easements, units (drilling, spacing, communitized, pooled or unitized) (“Units”), (iii) any rights to deepen or recomplete the Retained Wells, and to drill and produce future wells to any depth within any Units containing the Retained Wells, (iv) pipelines and other infrastructure associated with the Retained Wells, and (v) any associated agreements, right or ways, easements, contracts, equipment, fixtures and pipelines insofar and only insofar as they cover rights and obligations applicable to such Retained Wells. Following delivery of the assignments by USEG neither Party shall have any further obligations to the other Party with respect to this Agreement. Any assignment to Synergy under this Section 6 shall include a provision under which Synergy shall be reassigned the Assumed Obligations, with the exception of obligations arising out of USEG’s ownership or operation of the assigned interests between the Closing Date and the Drilling Commitment Termination Exercise Deadline. If Synergy does not exercise the option to terminate as set forth in this Section 6, USEG will continue to own its interests in the Assets free and clear of any further drilling commitments. For clarity, Synergy has no other rights to terminate the project other than USEG not drilling the Commitment Wells (or any Substitute Wells therefor) as stated above. Additionally, in the event that USEG does not meet its obligations under Section 4 on or before the Drilling Commencement Deadline, the Cut Bank Farmout shall be reassigned to Synergy in full force and effect.
7. Nominating and Voting Agreement. The Nominating and Voting agreement dated January 5, 2022, shall remain in effect with Duane King and John Weinzierl continuing to serve on the USEG Board of Directors with John Weinzierl continuing to serve as Chairman.
8. Further Assurances. From and after the date hereof, the Parties shall execute and deliver, and shall otherwise cause to be executed and delivered, from time to time, such further acts and things as may be reasonably necessary to more fully and effectively complete the transactions provided for under this Agreement.
9. Force Majeure. When any obligations of USEG under this Participation Agreement are prevented or delayed by such laws, rules, regulations or orders, or by inability to obtain necessary permits, equipment, services, material, water, electricity, fuel, access or easements, or by fire, flood, adverse weather conditions, tremor or earthquake, war, act of terrorism, pandemic or epidemic, sabotage, rebellion, insurrection, riot, strike or labor disputes, or by inability to obtain a satisfactory market for production or failure of purchasers or carriers to take or transport such production, or by any other cause not reasonably within USEG's control, this Participation Agreement shall not terminate because of such prevention or delay, as such prevention or delay will not be counted against USEG, but at USEG’s option, the period of such prevention or delay shall be added to any applicable deadlines herein and USEG shall not be liable for breach as a result therefrom.
10. Choice of Law and Venue. Insofar as permitted by otherwise applicable law, this Agreement and all matters related thereto shall be governed by and construed under the laws of the State of Texas (without regard to conflict of law provisions thereof that would apply the provisions of the laws of another jurisdiction). Any claims, disputes or suits (“Disputes”) under this Agreement shall be brought in and litigated exclusively in state or federal courts residing in Harris County, Texas. The Parties consent to the exclusive jurisdiction and venue in such courts for such purposes.
11. Partnership Disclaimer. Nothing in this Agreement or arising out of the performance hereof shall be construed to form a partnership among the Parties.
12. WAIVER OF RIGHTS TO JURY TRIAL. In any Dispute arising out of this Agreement the Parties agree that they hereby waive all rights to trial by jury.
13. Assignment. This Agreement may not be assigned by any Party without the prior written consent of all other Parties, which consent shall not be unreasonably withheld or delayed. Provided, however, that either Party may assign this Agreement to its Affiliate without prior written consent of the other Parties.
14. Successors and Assigns. This Agreement binds and inures to the benefit each of the Parties and their successors and assigns.
15. Counterpart Execution. This Agreement may be executed in several counterparts and all of such counterparts together shall constitute one and the same instrument.
SYNERGY OFFSHORE LLC
By: /s/ Duane H. King
Name: Duane H. King
Title: Chief Executive Officer
U.S. ENERGY CORP.
By: /s/ Ryan Smith
Name: Ryan Smith
Title: President and Chief Executive Officer