STATE OF TEXAS COUNTY OF GONZALES
Exhibit 10.3
STATE OF TEXAS
COUNTY OF XXXXXXXX
THIS ASSIGNMENT AND CONVEYANCE (hereinafter called the "Assignment") is made by and between XXXXX X. XXXXXX, 000 X. Xxxxxxxxxx Xxxxx, Xxx Xxxxxxxxx, Xx 00000 (hereinafter called "Assignor") and XXXXX ENERGY, INC., 0000 Xxxxxxxx Xxx Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter called "Assignee").
In consideration of ten Dollars ($10.00) and other good and valuable consideration received, and subject to the terms, conditions and reservations set forth in this Assignment, Assignor hereby SELLS, CONVERTS, ASSIGNS, TRANSFERS, AND DELIVERS unto Assignee all of Assignor's interest, except any reservations described in Item 9. below, in and to the oil and gas leases located in Xxxxxxxx and Xxxxxx Counties, Texas, and described in Exhibit "A" (the "Leases"), which shall include to the extent associated with the Leases, all of Assignor's interest, if any, in the following which are collectively herein referred to as the "Property":
(a)
Interests in Production. Royalties, overriding royalties, production payments, rights to take royalties in kind, or other interests in production of oil, gas or other minerals subject to the exceptions and reservations herein contained.
(b)
Rights: Working Interests. Rights and interests in or derived from unit agreements, joint operating agreements, farmout agreements and farm-in agreements, options, drilling agreements, exploration agreements and working interests.
(c)
Easements. Rights-of –way, surface or ground leases, easements, servitudes and franchises acquired or used in connection with operations for the exploration and production of oil, gas or other minerals.
(d)
Xxxxx. Producing, non-producing, shut-in and abandoned xxxxx.
(e) Equipment. All surface and down-hole equipment and personal property.
This Assignment shall be subject to the following additional terms, conditions or Exceptions:
1. This Assignment shall be effective ("Effective date") as of 7:00 am CDT where the Property is located, on August 1, 2006 and shall be subject to any overriding royalty interests of record as of such date and any overriding royalties specifically reserved in this Assignment.
2.
Assignee shall be responsible for the plugging and abandonment of all xxxxx located on the Leases in accordance with all laws, regulations and lease obligations. Prior to plugging any such well, Assignee will give written notice of intent to plug to Assignor. Assignor shall have 72 hours from receipt of this notice within which to elect, at its sole cost and expense, to take over all future operations pertaining to such well. Should Assignor elect to exercise this option, then Assignor shall pay Assignee the salvage value net of plugging costs for such well and all rights of Assignee related to the well shall be transferred to Assignor.
3.
Assignee shall be responsible for all costs, expenses, claims, damages, (including damages to the physical or environmental condition of the Property), suits, causes of actions and liabilities pertaining to the Property after the Effective Date.
4.
The terms, conditions or exceptions contained herein shall constitute covenants running with the land, and shall be binding upon, and for the benefit of, the respective successors and assigns of Assignor and Assignee.
5.
Assignor shall be responsible for the payments of all royalties and overriding royalties on oil and gas produced from the Property prior to the Effective Date, Assignee shall he responsible for the payment of all royalties and overriding royalties on oil and gas produced from the Property on and after the Effective Date.
6.
Assignor does hereby warrant and agree to defend the title to the interests Conveyed herein unto the said Assignee and its successors and assigns against all persons whomsoever lawfully claiming, or to claim, the same, or any party thereof, by, through , or under it, but not otherwise. As to all personal property and equipment, this assignment is made "AS IS, WHERE IS" AND WITHOUT. WARRANTY EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASSIGNEE ACKNOWLEDGES THAT SOME PRODUCTION EQUIPMENT MAY CONTAIN ASBESTOS AND/OR NATURALLY OCCURRING RADIOACTIVE MATERIAL AND THAT ASSIGNEE ASSUMES ALL LIABILITY FOR OR IN CONNECTION WITH THE REMOVAL, TRANSPORTATION AND DISPOSAL OF SUCH MATERIALS.
7.
Assignor agrees to execute and deliver to Assignee all such other additional instruments, notices, division orders, transfer orders and other documents and to do all such other and further acts and things as may be necessary to more fully and effectively grant, convey and assign to Assignee the rights, titles and interests and estates in the Property.
8.
Assignor makes no warranty, express or implied, as to the accuracy, correctness or completeness of any of the information, data or materials heretofore provided by Assignor or as to the amount of reserves or ability of the properties to produce. Assignor makes no statements or representations concerning the present or future value of the anticipated income, cost, or profits, if any, to be derived by Assignee from the interests being sold.
9.
Assignor assigns the following Working Interest and Revenue Interest on the Properties described on Exhibit "A" attached hereto:
LEASE
WORKING INTEREST
REVENUE INTEREST
ASSIGNED
ASSIGNED
Xxxxxxx, Xxxxx
100%
.7500000
XXX XX 00000
RVS #2
100%
.7500000
XXX XX 00000
Xxxxx Xxxxxxx
100%
.7500000
XXX XX 00000
Xxxxx Ranch # 1
75%
.5625000
XXX XX 00000
Merit RVS
100%
.7400000
XXX XX 00000
Xxxxxxx Oil Unit
100%
.7500000
XXX XX 00000
Xxxxxxx-Xxxxxxx
100%
.7500000
XXX XX 00000
Xxxxx Ranch # 3
75%
.5625000
XXX XX 00000
Xxxxxxxx Xxxxxx
100%
.7500000
XXX XX 00000
Assignor reserves unto himself the difference between the existing leases burdens and 25% on each of the above listed properties except the Merit RVS (RRC ID 13211) on which the reservation will be the difference between existing lease burdens and 26%.
10.
Assignee will pay Assignor for all produced oil located in the production tanks of each of the Properties on the effective date of this Assignment (August 1, 2006) at the rate of $50.00 per barrel_ The total amount of produced oil on hand on the effective date will be determined by measurement conducted jointly by Assignor and Assignee or by a mutually appointed representative. Title to the produced oil on hand will be transferred to Assignee upon the payment of the above-determined amount. Assignor will assume liability of payment of royalties and taxes due on the produced oil.
11.
Assignee may, from time to time, pool, unitize or rearrange the acreage covered by this Assignment with other lands so as to form new production units, or to drill or reenter and complete new xxxxx, however such pooling, unitization or rearrangement will not serve to reduce the overriding royalties specifically reserved in this Assignment, rather the overriding royalties will remain whole is all poolings, unitizations, rearrangements, new drills or reenters conducted on the lands covered by this Assignment or on other lands pooled herewith,
12.
Assignee warrants to maintain all leases in force in accordance with their individual and unique terms. Assignor retains access to all xxxxx and well sites covered by this Assignment.
EXECUTED ON THE 7th day of August, 2006, but effective for all purposes on August 1, 2006.
ASSIGNOR
ASSIGNEE
XXXXX X. XXXXXX
XXXXX ENERGY, INC.
/s/ Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx, an individual
By: Xxxxxxx X. Xxxxxx, Vice-President &
Chief Operations Officer
STATE OF TEXAS
COUNTY OF XXXXXXXX
The foregoing instrument was acknowledge before me on this 4th Day of August, 2006, by Xxxxxxx X. Xxxxxx, Vice-President and Chief Operations Officer of Xxxxx Energy, Inc., a Texas Corporation, on Behalf of said corporation.
/s/ Xxx X. Xxxxxx
Notary Public in and for
Xxxxxxxx County, Texas
My Commission Expires:
August 25, 2008
STATE OF TEXAS
COUNTY OF XXXXXXXX
The foregoing instrument was acknowledge before me on this 4th Day of August, 2006, by Xxxxx X. Xxxxxx.
/s/ Xxx X. Xxxxxx
Notary Public in and for
Xxxxxxxx County, Texas
My Commission Expires:
August 25, 2008
EXHIBIT “A”
TO
XXXXX X. XXXXXX TO XXXXX ENERGY, INC.
The interests of Assignor in the following properties, being the same Properties described in a Conveyance and Assignment from Rosewood Resources, Inc. To Xxxxx X. Xxxxxx and recorded in Volume 779 Page 5, Et. Seq. Of the deed records of Xxxxxxxx County, Texas, and being the same Properties described ina Conveyance and Assignment from Magnum Hunter Production, Inc. To Xxxxx X. Xxxxxx and recorded in Volume 779 Page 8, et seq. Of the deed records of Xxxxxxxx County, Texas:
|
1. Xxxxxxx-Xxxxxxx Oil Unit |
RRC ID# |
13480 |
|
Revenue Interest Assigned |
.7500000 | |
|
Revenue interest Retained |
.0435741 | |
|
2. Xxxxx Xxxxxxx Oil Unit |
RRC ID# |
12977 |
|
Revenue Interest Assigned |
.7500000 | |
|
Revenue Interest Retained |
.0525000 | |
|
3. Xxxxxxx Oil Unit** |
RRC 1[)1 |
13263 |
|
Revenue Interest Assigned |
.7500000 | |
|
Revenue Interest Retained |
.0287500 | |
|
4. Writ RVS Oil Unit |
RRC 1D# |
13211 |
|
Revenue Interest Assigned |
.7500000 | |
|
Revenue Interest Retained |
.0070310 | |
|
5. RVS Oil Xxxx Xx, 0 |
XXX XX# |
00000 |
|
Revenue Interest Assigned |
.7500000 | |
|
Revenue Interest Retained |
.0525000 |
The interest 01 Assignor in the following Property, being the same Properties described in an Assignment and Xxxx of Sale from Tuskar (Texas), Inc. to Xxxxx X. Xxxxxx and being recorded in Volume 750 Page 291, et seq. of the Deed Records of Xxxxxxxx County, Texas.1.
Xxxxxxx, Xxxxx Well #2ST
RRC 1D#
05695
Revenue Interest Assigned
.7500000
Revenue Interest Retained
.0133333
The interest of Assignor in the following Property, being the same Properties described in an Assignment and Xxxx of Sale from Tuskar (Texas), Inc. to Xxxxx X. Xxxxxx and being recorded in Volume 750 Page 291, et seq. of the Deed Records of Xxxxxxxx County, Texas.
1. Xxxxxxx, Xxxxx Well #2ST
RRC 1D#
05695
Revenue Interest Assigned
.7500000
Revenue Interest Retained
.0133333
The interest of Assignor in the following Property, being the same Property described in Oil, Gas and Mineral Lease between Xxxxxx Xxxxxxxx, a feme sole, by and through Xxxxxx Xxxxxxxx, here there Unto duly authorized agent and attorney-in-fact, acting, under and By virute of a written power of attorney dated April 7, 1998, and now of record in Volume 797, Pages 64-66 of the official deed records of Xxxxxxxx County, Texas, and Xxxxxx Xxxxxxxx as Trustee of the X. Xxxxxxxx Trust as Lessors and Xxxxx X. Xxxxxx as Lessee dated October 23, 2000.
1. Xxxxxxxx Xxxxxx Well No 1-H
RRC1D#
13598
Revenue Interest Assigned
.7500000
Revenue Interest Retained
.0500000
The interest of Assignor in the following Property, and being the same Properties described in an Assignment and Xxxx of Sale from Tuskar (Texas), Inc. to Xxxxx X. Xxxxxx dated March 14, 1995 and being recorded in Volume 750 Page 287, et seq. of the Deed Records of Xxxxxxxx County, Texas.
1. Xxxxx Ranch Lease #3
RRC 1D#
13832
Revenue Interest Assigned
.56250000
The interest of Assignor in the following Property, being the same Properties described in an Assignment and Xxxx of Sale from Tuskar (Texas), Inc. Et al, being recorded in Volume 740 Page 73, et seq. and in Vol 750, Pages 293-308 of the Deed Records of Xxxxxxxx County, Texas.
1. Xxxxx Ranch #1
RRC 1D#
12996
Revenue Interest Assigned
.5625000
Revenue Interest Retained
.0300000
SIGNED FOR IDENTIFICATION:
/s/ Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
XXXXX X. XXXXXX
XXXXXXX X. XXXXXX
