EXHIBIT 10.118
STATE OF TEXAS
(OCS-G-13171)
COUNTY OF DALLAS
ASSIGNMENT AND XXXX OF SALE
THIS Assignment and Xxxx of Sale (the "Assignment") is entered into
and shall be effective as of 12:01 a.m., May 1, 1995 (hereinafter referred
to as the "Effective Date"), by and between ENSERCH EXPLORATION, INC., a
Texas corporation, (hereinafter referred to as "Assignor"), whose mailing
address is 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000; and
READING & XXXXX DEVELOPMENT CO., a Delaware corporation (hereinafter
referred to as "Assignee"), whose mailing address is 000 Xxxxxxxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000.
W I T N E S S E T H:
1. Sale. THAT, FOR THE CONSIDERATION stated hereinbelow in Article 5.
and OTHER VALUABLE CONSIDERATION, the sufficiency of which is hereby
acknowledged, Assignor does hereby GRANT, SELL, TRANSFER, ASSIGN, and
CONVEY unto Assignee the undivided right, title and interest reflected in
Exhibit 1 Part (a) hereof, in and to the following described interests and
properties (the undivided interest being assigned hereunder in such
interests and properties shall hereinafter be referred to collectively as
the "Assets" and the specific quantitative interest being assigned
hereunder represents an undivided twenty percent (20%) of the interest of
Assignor in the Assets):
a. The oil, gas and mineral lease described on Exhibit 1, Part (a)
(the Lease ), together with a like interest with respect to the
Lease in and to any and all (i) mineral interests, (ii) overriding
or landowners' royalty interests, (iii) surface and subsurface
interests and rights, (iv) beneficial, convertible or
reversionary interests, (v) interest owned, claimed or acquired,
or to be owned, claimed or acquired, by agreement, (vi) production
payments, (vii) contractual interests owned pursuant to
participation agreements, operating agreements or similar
agreements, and (viii) any and all like or unlike interests,
including without limitation those specific items identified on
Exhibit 1, Part (a). This shall include any contractual rights
providing for the acquisition or earning of any of the foregoing,
and Assignor's rights in respect of any pooled, communitized or
unitized acreage of which any of the foregoing is a part. SAVE
AND EXCEPT ANY RIGHT, TITLE OR INTEREST OF ASSIGNOR IN AND TO, OR
ANY RIGHTS DERIVED FROM, ANY BIDDING AGREEMENTS EXECUTED BY AND
BETWEEN ASSIGNOR AND MOBIL OIL EXPLORATION & PRODUCING SOUTHWEST
INC.. (All of the foregoing shall be called collectively the
Leasehold Interests. )
b. Any and all xxxxx, wellbores, pipe, gathering lines, compressors,
facilities, equipment, platforms, pipelines and any and all other
personal, real, movable and immovable property, fixtures or
equipment which are located on or used directly in connection with
the production, treatment or transportation of oil and gas from
the Leasehold Interests, including, without limitation, those
items specifically identified on Exhibit 1, Part (b) (the
Equipment ).
c. Any and all easements, rights of way, and subsurface and surface
rights associated or used in connection with any such easements or
rights of way, which easements, rights-of-way and subsurface and
surface rights have been obtained for use in connection with the
Leasehold Interests (the Gathering Facilities ).
d. Any and all oil, gas and other minerals produced from or
attributable to the Leasehold Interests on or after the Effective
Date.
e. To the extent the same are assignable or transferable by Assignor
and to the extent and only to the extent that the same relate to
the ownership or operation of the Leasehold Interests, the
Gathering Facilities or the Equipment on or after the Effective
Date, a like interest in and to all orders, contracts, agreements
(including without limitation all operating agreements,
transportation agreements, unit agreements, participation
agreements and processing agreements), instruments, licenses,
authorizations, permits, audits, claims, liens, suits, settlements
and demands, and other rights, privileges, benefits and powers
conferred upon Assignor, including, but not limited to those
listed on Exhibit 1 part (c).
TO HAVE AND TO HOLD unto Assignee, subject to the terms, conditions and
reservations hereinbelow recounted.
2. Title Warranty. Assignor warrants that:
a. Except as specifically set forth in the Purchase and Sale
Agreement described in Article 10. below or under the contracts
and agreements listed in Exhibit 1 to this Assignment, and further
except as a consequence of the formation of a unit, neither
Assignor nor any parent, subsidiary or affiliate of Assignor
during their respective periods of ownership has (A) executed any
deed, conveyance, assignment or other instrument as an assignor,
grantor, sublessor or in another capacity or (B) has breached any
obligation under any Lease that would (i) result in Assignee's
being entitled to receive less than the net revenue interest for
any Lease, well or unit set forth in Exhibit 1 of all oil and gas
in, under, and that may be produced, saved and marketed from or
attributable to such Lease, well or unit, or (ii) obligate
Assignee to bear the costs and expenses relating to the
maintenance, development and operation of such Lease, well or unit
in an amount greater than the working interest for such Lease,
well or unit set forth in Exhibit 1, unless the net revenue
interest attributable to said working interest is increased by a
proportionate or greater amount; and
b. Except as specifically set forth in the Purchase and Sale
Agreement described in Article 10. below or under the contracts
and agreements listed in Exhibit 1 to this Assignment, the Assets
are free of all liens, security interests and encumbrances;
(the limited warranty set forth in subparagraphs (a) and (b) above shall
hereinafter be referred to as the Special Limited Warranty ). Assignor
shall convey the Assets with no warranty whatsoever other than the Special
Limited Warranty, but with full substitution and subrogation to Assignee
in and to all covenants, agreements, representations and warranties made
by others heretofore given or made in connection with the Assets or any
part thereof.
3. Acceptance. Assignee accepts this Assignment and acknowledges
delivery of the Assets and accepts the obligations as provided in the
Purchase and Sale Agreement described in Article 10 below (including those
contracts and agreements listed on Exhibit 1 of this Assignment, insofar
and only insofar as such contracts and agreements cover, pertain or apply
to the Leasehold Interests), on or after the Effective Date, including,
but not limited to, any overriding royalty interests which may burden the
Assets and which were created by Assignor's predecessor(s) in title.
4. Other Warranty Provisions. Assignee acknowledges that (a) Assignor
has not made any warranty or representation, whether express, implied, at
common law, by statute or otherwise, relating to the fitness for an
intended purpose or condition of any movable property constituting a
portion of the Assets and (b) Assignee shall acquire such personal
property in WHERE IS, AS IS condition. Except as may be specifically
set forth to the contrary in the Purchase and Sale Agreement described in
10 below(the "Agreement"), Buyer acknowledges that Seller has made no
representations or warranties whatever, expressed or implied, (Seller
having hereby expressly disclaimed all such warranties) as to the
accuracy, completeness, or materiality of any data, information, record or
materials now, heretofore, or hereafter made available in connection with
this Agreement (including, without limitation, any descriptions of oil and
gas leases; quality or quantity or hydrocarbon reserves attributable to
the Assets, if any; production rates, exploratory or development drilling
opportunities, decline rates, potential for production of hydrocarbons
from the Assets; the environmental condition of said Assets; the legal,
tax or other consequences of owning Seller's interest in the Assets; or
any other information contained in any material furnished in connection
with this transaction). Any and all such data, information, records or
materials furnished by Seller to Buyer is provided as a convenience only
and any reliance on or use of same is at the Buyer's sole risk. WITHOUT
LIMITING THE GENERALITY OF THIS PARAGRAPH, SELLER DISCLAIMS AND NEGATES AS
TO ANY PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND APPURTENANCES SUBJECT
TO THIS AGREEMENT (INCLUDING ALL XXXXX): (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY
OF CONFORMITY TO MODELS OR SAMPLE OR MATERIALS. THE PURCHASER EXPRESSLY
AGREES THAT TITLE TO SUCH PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND
APPURTENANCES WILL BE ACCEPTED "AS IS", "WHERE IS", "WITH ALL FAULTS", AND
IN ITS PRESENT CONDITION AND STATE OF REPAIR.
5. Consideration. The consideration for this Assignment and the nine
other Assignments and Bills of Sale this day entered into by and between
Assignor and Assignee conveying certain interests in OCS-G 8504, 7049,
8010, 8012, 8876, 13171, 13696, 8000, 8006 and 8005, is the sum of
Eighteen Million Two Hundred Fifty Thousand and No/100 ($18,250,000.00)
Dollars ("Purchase Price"), in part payment thereof, Assignee has paid, in
ready and current funds, the sum of Six Million Two Hundred Fifty Thousand
and NO/100 ($6,250,000.00) Dollars to the Assignor, who hereby
acknowledges the receipt thereof and grants full acquittance and discharge
therefor.
And, for the balance of the Purchase Price, the sum of Twelve Million
and No/100 ($12,000,000.00) Dollars, the Assignee has furnished one (1)
certain Promissory Note in the amount of Twelve Million and No/100 Dollars
($12,000,000.00), drawn by the Assignee to the order of Assignor, dated
the 18th day of October, 1995, and payable in two installments of Six
Million and No/100 ($6,000,000.00) Dollars each, the first due on March
31, 1996 and the second due on September 30, 1996, which note bears
interest at the rate of 8.56% per annum from date thereof until paid.
6. Liability of Successors. The terms, conditions, rights and
obligations of this Assignment shall run with the land and extend to and
be binding upon the parties hereto and their respective successors, heirs
and/or assigns.
7. Counterparts. This Assignment may be executed in several original
counterparts, all of which are identical. Each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument. The signature
pages of the counterparts may be amalgamated to form complete documents
for the purpose of recording complete documents in the public registries.
8. Severability. If any provision of this Assignment is invalid or
unenforceable in part or in whole in any jurisdiction applicable to this
Assignment, then, to the extent permitted by applicable law, (i) the other
provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible, and (ii)
the invalidity or unenforceability of such provision in any jurisdiction
shall not affect the validity or enforceability thereof in any other
jurisdiction.
9. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF LOUISIANA, WITHOUT
REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.
10. Purchase and Sale Agreement. Notwithstanding anything to the
contrary provided herein, this Assignment shall at all times be subject to
the terms, conditions and exceptions contained in that certain unrecorded
Purchase and Sale Agreement dated the same date as this Assignment by and
between Assignor and Assignee. The unrecorded Purchase and Sale Agreement
shall at all times govern the rights of the parties in and to the Assets.
All interested parties are hereby given notice of the existence of the
unrecorded Purchase and Sale Agreement.
11. MMS Approval. This Assignment is expressly made subject to the
approval of the Minerals Management Service, United States Department of
the Interior.
IN WITNESS WHEREFORE, this Assignment is executed in multiple
originals and in the presence of the undersigned witnesses on this 18th
day of October, 1995, but to be effective as of the Effective Date.
WITNESSES: ASSIGNOR:
ENSERCH EXPLORATION, INC.
___________________________________ Tax ID # 00-0000000
Name: Xxxxx X. Xxxxxxx, Xx.
By:________________________
X. X. Xxxxxxxxx
Name: Senior Vice President,
Offshore and International
ASSIGNEE:
WITNESSES:
READING & XXXXX DEVELOPMENT CO.
Tax ID# 00-0000000
______________________________________
Name:_________________________________ By:_________________________
X. X. Xxxxxxx
President
Name:__________________________________
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and qualified
within and for the State and County aforesaid, personally came and
appeared:
X. X. XXXXXXXXX, to me personally known to be the person whose name is
subscribed to the foregoing instrument, who declared and acknowledged to
me, notary, in the presence of the undersigned competent witnesses, that
he executed the above and foregoing instrument in his capacity as Senior
Vice President, Offshore and International of Enserch Exploration, Inc., a
Texas corporation, on behalf of said corporation with full authority, and
that the said instrument is the free act and deed of the said corporation,
and was executed for the uses, purposes and benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County aforesaid, in the
presence of Xxxxx X. Xxxxxxx, Xx. and ________________________, competent
witnesses, on the 18th day of October, 1995.
WITNESSES:
______________________________ ____________________________________
Xxxxx X. Xxxxxxx, Xx. X. X. XXXXXXXXX
______________________________
_____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
____________________________
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and qualified
within and for the State and County aforesaid, personally came and
appeared:
X. X. XXXXXXX, to me personally known to be the person whose name is
subscribed to the foregoing instrument, who declared and acknowledged to
me, notary, in the presence of the undersigned competent witnesses, that
he executed the above and foregoing instrument in his capacity as
President of Reading & Xxxxx Development Co., a Delaware corporation, on
behalf of the said corporation with full authority, and that the said
instrument is the free act and deed of the said corporation, and was
executed for the uses, purposes and benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County aforesaid, in the
presence of _________________________________ and
_________________________________, competent witnesses, on the 18th day of
October, 1995.
WITNESSES:
___________________________________ ____________________________________
X. X. XXXXXXX
___________________________________
____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
__________________________________
EXHIBIT 1
Part (a)
LEASE OCS-G 13171. That certain Oil and Gas Lease of Submerged Lands
under the Outer Continental Shelf Lands Act made and effective as of May
1, 1991, by and between the United States of America, as Lessor, to
Exxon Corporation, as Lessee, bearing Serial No. OCS-G 13171 covering
all of Block 341, Green Canyon, OCS Official Protraction Diagram, NG 15-
3.
Working Interest 20.000000%
Net Revenue Interest 17.500000%
Part (b)
Together with a like interest in and to:
NONE
Part (c)
Together with a like interest in and to:
1. Offer Letter dated April 17, 1995, executed by and between Enserch
Exploration, Inc. and Reading & Xxxxx Development Co., as such may
have been amended.
2. Purchase and Sale Agreement dated March 28, 1995, executed by and
between Exxon Corporation, as Seller and Enserch Exploration, Inc.,
as Buyer.
NOTE: ALL REFERENCES IN THIS EXHIBIT 1 MADE TO "WORKING INTEREST" AND
"NET REVENUE INTEREST", AND TO THE NUMBERS SET FORTH IN CONNECTION
THEREWITH, ARE FOR TITLE WARRANTY PURPOSES ONLY.
