EXHIBIT 10.1
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ASSIGNMENT AND XXXX OF SALE
STATE OF WEST VIRGINIA
COUNTY OF XXXXXX
THIS ASSIGNMENT AND XXXX OF SALE is made this 14th day of August, 2006,
by and between Xxxxxx Xxxxxxx, Trustee of Texas Energy Trust Company (TETCO) (a
Delaware Business Trust) , BOK Operating Company, a Delaware Corporation, and
Prima Oil Company, Inc. a Delaware Corporation (hereinafter "Assignor") and
Trans Energy, Inc., a Nevada Corporation (hereinafter "Assignee").
For and in consideration of the sum of ten dollars ($10.00), and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and subject to the conditions hereinafter set out, Assignor does
hereby grant, bargain, sell, transfer, assign, convey and deliver to Assignee,
all its right, title and interest in the following described leases, xxxxx,
equipment and rolling stock:
SEE ATTACHED EXHIBIT
Further assigning rights of ways and roads that may be needed to
maintain produce and abandon said xxxxx.
TO HAVE AND TO HOLD the Leases and Xxxxx unto Assignee, its respective
successors and assigns, forever.
This Assignment and Xxxx of Sale is made without warranty of title to
the Well, either express or implied. TO THE EXTENT THAT THE XXXXX ASSIGNED
HEREBY INCLUDES INTERESTS IN PERSONAL PROPERTY AND FIXTURES, THIS ASSIGNMENT IS
MADE WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED, AND, SPECIFICALLY, WITHOUT
WARRANTY AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL
OF SUCH INTERESTS IN PERSONAL PROPERTY AND FIXTURES BEING ASSIGNED HEREIN ON A
"WHERE IS" AND "AS IS" BASIS.
Assignee does hereby agree to become responsible for the plugging and
abandoning of the Xxxxx assigned hereby and for any reclamation of the lands
after plugging and abandoning operations are completed, as of the Effective Time
of this Assignment and Xxxx of Sale, and that at such time a Well is abandoned,
such will be properly plugged in accordance with the applicable rules and
regulations of the State of West Virginia or other jurisdictional authorities,
if any, effective at that time the Xxxxx is plugged and abandoned. Further,
Assignor does hereby agree to transfer to Assignee any bond presently made by or
on behalf of Assignor with the State of West Virginia. Assignee does further
agree to satisfy any and all statutory requirements and other obligations
including all laws, ordinances, rules and regulations (federal, state and
municipal), which exist or which may arise from the assignment of the Xxxxx and
ownership thereof as of the Effective Time.
This Assignment and Xxxx of Sale shall be effective as of 7:00 a.m.,
Local time on August 14, 2006, (the "Effective Time"), and all production,
revenue, costs, expenses and other liabilities (the "Assets and Liabilities")
attributable to the Xxxxx occurring before the Effective Time shall belong to
Assignor, and all Assets and Liabilities occurring after the Effective Time
shall belong to Assignee. Assignor shall own all oil in tankage attributable to
the Xxxxx as of the Effective Time. Such production will be marketed by Assignee
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who shall account to Assignor for Assignor's share of such net proceeds within
30 days of the date such production is so marketed and sold. For purposes of
allocation of routine production costs, and expenses, it is stipulated that the
production income shall be determined on the basis of deliveries to purchasers,
and expenses shall be determined on the basis of monthly billing by operators.
Assignee hereby agrees that it has inspected the Xxxxx assigned and conveyed
herein and that it accepts the same in its present condition. Upon Assignee
submitting written documentation to Assignor evidencing full agencies to
designate Assignee as Operator, Assignee hereby agrees to assume operations of
and all responsibility and liability for (including, but not limited to,
plugging responsibilities) said Xxxxx, the casing, leasehold equipment and
personal property in and on said Well from the effective date of such transfer
of operations.
Notwithstanding anything contained herein to the contrary, Assignee
agrees to protect, defend, indemnify and hold Assignor and its employees free
and harmless from and against any and all costs, expenses (including but not
limited to reasonable attorney fees), claims, demands and causes of action of
every kind and character arising out of, incident to, or in connection with the
Xxxxx, or arising directly or indirectly from Assignee's or other party's
operations of the Xxxxx. Assignee assumes full responsibility for, and agrees to
indemnify, hold harmless and defend Assignor from and against all loss,
liability, claims, fines, expenses, costs (including attorney's fees and
expenses) and causes of action caused by or arising out of any federal, state or
local laws, rules, orders and regulations applicable to any waste material or
hazardous substances on or included with the Xxxxx or the presence, disposal,
release or threatened release of waste material or hazardous substance from the
Xxxxx into the atmosphere or into or upon land or any water course or body of
water, including ground water, whether or not attributable to Assignor's
activities or the activities of Assignor's officers, employees or agents, or to
the activities of third parties (regardless of whether or not Assignor was or is
aware of such activities) prior to, during or after the period of Assignor's
ownership of the Xxxxx. This indemnification and assumption shall apply to
liability for voluntary environmental response actions undertaken pursuant to
the Comprehensive Environmental Response Compensation and Liability Act (CERCLA)
or nay other federal, state or local law.
Assignor shall be responsible for payment of all taxes relating to the
Xxxxx prior to the Effective Time. Assignee shall be responsible for payment of
all taxes relating to the Xxxxx from and after the Effective Time. Regardless of
when assessed or due, ad valorem and all other taxes based on production
attributable to the Xxxxx shall be the obligation of the party entitled to the
production during the period on which such tax is based. Taxes payable on an
annual basis shall be prorated between Assignor and Assignee as of the Effective
Time. If applicable, all sales taxes related to the sale of the Xxxxx assigned
hereby shall be borne and paid by Assignee.
This Assignment and Xxxx of Sale shall be binding upon and inure to the
benefit of Assignor and Assignee, their respective successors, personal
representatives, heirs, devisees, and assigns, forever. Assignor agrees to
execute any additional documents necessary to carry out the terms of this
agreement.
IN WITNESS WHEREOF, this Assignment and Xxxx of Sale is executed on
________________, effective however, at the Effective Time.
ASSIGNOR:
TEXAS ENERGY TRUST COMPANY
By: _______________________________
Its: _______________________________
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PRIMA OIL COMPANY, INC.
By: _______________________________
Its: _______________________________
BOK OPERATING COMPANY
By: _______________________________
Its: _______________________________
ASSIGNEE:
TRANS ENERGY, INC.
By: _______________________________
Its: _______________________________
STATE OF __________________ )
) SS
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this ____ day of
___________, 2006, by _______________, ___________________ of Texas Energy Trust
Company (TETCO) (a Delaware Business Trust).
My Commission Expires:
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Notary Public
STATE OF __________________ )
) SS
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this _____ day of
____________, 2006, by _______________, ____________________, Prima Oil Company,
Inc. on behalf of said corporation.
My Commission Expires:
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Notary Public
STATE OF __________________ )
) SS
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this _____ day of
____________, 2006, by _______________, _______________________, BOK Operating
Cmpany on behalf of said corporation.
My Commission Expires:
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Notary Public
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STATE OF __________________ )
) SS
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this _____ day of
____________, 2006, by _______________, _______________________, Trans Energy,
Inc. on behalf of said corporation.
My Commission Expires:
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Notary Public
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This instrument prepared by Xxxxxxx X. Xxxxxxx, Attorney At Law, 000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxx Xxxxxxxx.
