ASSIGNMENT AND CONVEYANCE
Exhibit 10.9
COMMONWEALTH OF PENNSYLVANIA
INTRODUCTION
THIS ASSIGNMENT AND CONVEYANCE (this “Conveyance”) from each person executing this
agreement on the signature pages hereto under the heading “Assignor” (collectively,
“Assignor”), to ENERGY CORPORATION OF AMERICA, a West Virginia corporation, with offices at
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000-0000 (“Assignee”), is delivered
to be effective as of [7:00 a.m., Eastern Time, April 1, 2010] (the “Effective Time”).
Assignor and Assignee are sometimes referred to herein individually as a “Party” and
collectively as “Parties.”
RECITALS
A. Assignor owns certain Working Interests (as defined below) in the wellbores described on
Exhibit A attached hereto (the “Xxxxx”).
B. Assignor desires to convey to Assignee, and Assignee desires to receive from Assignor, such
Working Interests.
AGREEMENT
Section 1. The Conveyance. For and in consideration of good and valuable consideration paid
by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor
has, subject to the terms of this Conveyance, BARGAINED, SOLD, GRANTED, CONVEYED, TRANSFERRED,
ASSIGNED, SET OVER, and DELIVERED, and by these presents does hereby BARGAIN, SELL, GRANT, CONVEY,
TRANSFER, ASSIGN, SET OVER and DELIVER unto Assignee, all of Assignor’s right, title and interest
in and to the working interest in and to the oil and gas which may be produced from the Xxxxx (the
“Working Interests”).
Each Assignor excepts and reserves from the Working Interests for itself and its successors
and assigns a perpetual net overriding royalty interest (the “Royalty Interests”), the
terms and conditions of which are set forth on Annex I attached hereto.
Section 2. Habendum Clause. TO HAVE AND TO HOLD the Working Interests, subject to the Royalty
Interests, together with all and singular the rights and appurtenances thereto in anywise
belonging, unto Assignee, its successors and assigns.
Section 3. Warranty. Assignor warrants to Assignee, its successors and assigns, that the
Working Interests are free of all encumbrances, liens or other burdens created by, through, or
under Assignor, but not otherwise, except for the Royalty Interests.
Section 4. Successors and Assigns. This Conveyance binds and inures to the benefit of
Assignor, Assignee and their respective successors, assigns, and legal representatives.
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Section 5. Governing Law. WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PRINCIPLES
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, THIS CONVEYANCE SHALL BE
CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA (EXCLUDING CHOICE OF
LAW AND CONFLICT OF LAW RULES).
Section 6. Further Assurances. Each Party shall execute, acknowledge, and deliver to the
other Party all additional instruments and other documents reasonably required to describe more
specifically any interests subject hereto, to vest more fully in Assignee the Working Interest
conveyed (or intended to be conveyed) by this Conveyance, or to evidence or effect any transaction
contemplated by this Conveyance
Section 7. Counterpart Execution. This Conveyance may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but
all of such counterparts shall constitute for all purposes one Conveyance.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, each Party has caused this Conveyance to be executed in its name and
behalf and delivered on the date or dates stated in the acknowledgment certificates appended to
this Conveyance, to be effective as of the Effective Time.
| ASSIGNOR | ||||||
| [ ] | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
Signature Page to Assignment and Conveyance
| ASSIGNEE | ||||||
| ENERGY CORPORATION OF AMERICA | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
Prepared by: |
||
Signature Page to Assignment and Conveyance
THE STATE OF
§
§
COUNTY OF §
§
COUNTY OF §
On this, the
day of
, 2010, before me
, a Notary public,
personally appeared
, who acknowledged himself to be the
of
, a
, and that he as such
, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing the name of the
by himself as .
In witness whereof, I hereunto set my hand and official seal.
| [SEAL] | ||
My Commission Expires:
Signature Page to Assignment and Conveyance
THE STATE OF
§
§
COUNTY OF §
§
COUNTY OF §
On this, the
day of
, 2010, before me , a Notary public,
personally appeared
, who acknowledged himself to be the
of
, a
, and that he as such
, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing the name of the
by himself as
.
In witness whereof, I hereunto set my hand and official seal.
| [SEAL] | ||
My Commission Expires:
Signature Page to Assignment and Conveyance
Exhibit A
(Attached hereto)
Exhibit A
Annex I
(Attached hereto.)
Annex I
