ASSIGNMENT AND BILL OF SALE
Exhibit
10.16
ASSIGNMENT
AND XXXX OF SALE
This
Assignment and Xxxx of Sale, effective as of 7:00 a.m., Central Standard Time
the 1st
day of
June, 2005 (the "Effective Date"), is by and between Jordan
Oil Company, Inc.,
P. O.
Xxx 0000, Xxxx Xxxxxxx, XX 00000 (herein called "Assignor") and Affiliated
Holdings, Inc.,
0000
Xxxxxxxx Xx., Xxxxx 000, Xxxxxxx, Xxxxx 00000 (herein called
"Assignee").
W
I T N E
S S E T H:
WHEREAS,
Assignor is the present owner of an interest in certain Oil, Gas and Mineral
leases in Xxxxxxxxxx Parish, Louisiana, as more particularly identified on
Exhibit "A" which is attached hereto and made a part hereof; and
WHEREAS,
Assignor has agreed to assign, sell and transfer to Assignee all of its right,
title and interest in and to the leases, xxxxx and personal property attached
thereto as described in Exhibit "A" attached hereto and made a part hereof,
all
for the consideration and on the terms and conditions as expressed
herein.
NOW,
THEREFORE,
for and
in consideration of the sum of Ten Dollars and other good and valuable
consideration paid by Assignee to Assignor, the receipt and sufficiency of
which
are hereby acknowledged, Assignor, subject to the terms hereof, does hereby
GRANT, BARGAIN, SELL, TRANSFER, CONVEY and ASSIGN unto Assignee, it successors
and assigns, effective as of the above stated date, the following:
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A.
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All
of Assignor's interest in and to the Oil, Gas and Mineral leases,
properties, interests and rights, recorded or unrecorded, appertaining
thereto which are described on Exhibit "A" (all of which are collectively
referred to as "Lease Interests"), subject, however, to the reservations,
provisions and conditions of record affecting said Lease Interests,
including any reservations set forth in said Exhibit
"A".
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B.
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Any
unitization, pooling, communitization agreements, declarations and
orders
relating to the Lease Interests and the units created thereby (including,
without limitation, all units formed under orders, regulations, rules
and
other official acts of any federal, state or other governmental agency
having jurisdiction), but only insofar as the same cover the Lease
Interests, and subject additionally to the terms and provisions of
said
agreements, declarations and
orders;
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C.
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Rights
and obligations of Assignor accruing after the Effective Date under
all
presently existing oil and gas sales, purchase, exchange, transportation
and processing agreements, casinghead gas contracts, operating agreements,
farmouts and other contracts or agreements relating to the Lease
Interests, as well as all gas balancing rights and obligations of
Assignor
respecting production prior to the Effective
Date.
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D.
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All
interests of Assignor in personal property, easements, permits, licenses,
rights-of-way, gathering facilities, lease and well equipment, casing,
tubing, and any and all other subsurface and surface equipment described
on Exhibit B (hereinafter collectively called "Personal Property")
situated upon or used in connection with the Lease
Interests.
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Provided
further, however, the Personal Property herein described is assigned,
transferred and accepted by Assignee WITHOUT WARRANTY, EITHER EXPRESSED,
STATUTORY OR IMPLIED, WHETHER AS TO DESCRIPTION, CONDITION, QUALITY, FITNESS
FOR
ANY PURPOSE, MERCHANTABILITY, COMPLETENESS, CONFORMITY TO ANY MODEL, SAMPLE
OR
DESCRIPTION OR OTHERWISE. Assignee has had an opportunity to inspect said
Personal Property and accepts same on an AS-IS, WHERE-IS BASIS, subject to
all
obvious and latent defects and all risks inherent in using and operating
same.
The
interests and rights specified in the foregoing subparagraphs A, B, C and D
shall be collectively referred to herein as the "Properties."
TO
HAVE AND TO HOLD
the
Properties, together with any and singular, the rights and privileges
appertaining thereto, unto Assignee and its successors and assigns
forever. Assignor
warrants title to the Properties by, through or under Assignor, but not
otherwise, effective from the date first above written and with full
substitution and subrogation to all rights and actions of warranty against
prior
owners. Assignor further warrants that to the best of its knowledge, the Lease
Interests assigned hereunder are in full force and effect as of the date hereof
and that there is no existing, or to the best of your knowledge threatened,
litigation affecting the Properties.
This
Assignment and Xxxx of Sale and the rights transferred hereunder are subject
to
the terms and conditions of all unit agreements, as well as all operating
agreements, pooling designations, unit orders, gas sales contracts and the
production status of the Properties under all of same, as well as all other
agreements and commitments presently in force, and any and all other matters,
encumbrances and ownership interests as any of the foregoing may appear of
record which may in anywise affect the Properties, the leases described in
Exhibit "A" or the lands covered hereby, to all of which and the record thereof
reference is made for all purposes. Assignor specifically assigns and transfers
to Assignee all of its rights under that certain Escrow Agreement dated November
15, 2000 between Jordan Oil Company, Inc. and Xxxx Petroleum
Corporation.
Assignee
agrees to assume its share of all obligations, expressed and implied, contained
in the leases described on Exhibit "A", applicable operating and unit
agreements, gas sales contracts and related agreements. Assignee specifically
agrees to be responsible for its share of the proper plugging and abandoning
of
the xxxxx presently located on the lands conveyed hereunder and the restoration
of the surface in accordance with the terms of the applicable lease, as well
as
any xxxxx subsequently drilled on such land, all as may be required by the
applicable governmental authority having jurisdiction.
Assignor
shall indemnify and save Assignee harmless from and against all claims,
obligations, liabilities, losses or damages, costs or expenses (including,
without limitation, all attorney fees, including trial and appeal) incurred
or
suffered by Assignee with respect to Assignor's ownership of the Properties
and
which accrue or relate to the time prior to the Effective Date, except with
respect to plugging liability and Environmental Claims as provided below.
Assignee shall indemnify and save Assignor harmless from all claims,
obligations, liabilities, losses, damages, costs or expenses (including, without
limitation, all attorney fees, including trial and appeal) incurred or suffered
by Assignor with respect to Assignee's ownership of the Properties and which
accrue or relate to the time after the Effective Date, except that Assignor
accepts all liability, including indemnifying and holding Assignor harmless,
in
respect of (a) the cost of proper plugging and abandoning of the xxxxx presently
located on the Properties and the restoration of the surface in accordance
with
the terms of the applicable leases, as well as any xxxxx subsequently drilled
on
such land, all as may be required by the applicable governmental authority
having jurisdiction, and (b) Environmental Claims, whether accruing or relating
to the time before or after the Effective Date, and whether relating to the
subsurface or subsurface, or to groundwater in or under the Properties.
“Environmental Claims” means claims, obligations, liabilities, losses, damages,
costs or expenses of any kind or nature including but not limited to demands,
fines, remediations, or penalties asserted by any governmental entity
(including, without limitation, all attorney fees, including trial and appeal)
asserted against, incurred or suffered by Assignor, which arise out of or are
related to the environmental condition of the Properties, or under any
Environmental Law. “Environmental Law” means any federal or state law, statute,
rule or regulation, or municipal ordinance, rule or regulation, relating to
(1)
any chemical, substance, material, mixture, contaminant or pollutant, now or
hereafter defined as a "hazardous substance" under the Comprehensive
Environmental Response, Compensation and Liability Act, as amended from time
to
time, and all regulations thereunder, as amended from time to time; (2)
petroleum, crude oil, or any fraction thereof; (3) any pollutant, contaminant,
special waste or toxic substance or naturally occurring radioactive materials
(“NORM”) now or hereinafter listed, defined by or subject to regulation under
any federal, state or local statute, ordinance, rule, regulation, standard,
policy, guidance, permit, order, administrative or judicial decision or
pronouncement, previously, currently or hereafter in effect, as amended from
time to time, pertaining to health, safety, or the environment, including
without limitation, natural resources, environmental regulation, contamination,
pollution, cleanup, or disclosure. Assignee has inspected or has had adequate
opportunity to inspect the Properties with regard to Environmental Claims and
does not rely on information provided by Assignor as to such matters. Neither
party shall indemnify the other against gross negligence or intentional wrongful
acts of the party seeking the indemnity.
Assignor
agrees to execute, acknowledge and deliver to Assignee any other additional
instruments, notices, division orders, transfer orders, assurances to third
parties and other documents and to do such further acts as may be reasonably
necessary to fully and effectively acknowledge and confirm the transfer of
the
Properties to Assignee.
This
Assignment and Xxxx of Sale may be executed in any number of counterparts and
each such counterpart shall be deemed an original agreement for all purposes;
provided that no party shall be bound to this agreement unless and until all
parties have executed a counterpart. For purposes of assembling all counterparts
into one document, the signature page may be detached from one or more
counterparts and, after signature thereof by the respective party, attach each
signed signature page to a counterpart. For the purposes of this agreement,
execution of the agreement by facsimile shall be considered as an original
signature.
EXECUTED
this ____ day of ___________, 2005 but effective as of the Effective
Date.
JORDAN
OIL COMPANY
By:
_________________________
Xxxxx
Xxxxxx
Its
__________________________
AFFILIATED
HOLDINGS, INC.
By:
_____________________
Its
______________________
Execution
Version
STATE
OF
TEXAS
COUNTY
OF
XXXXXX
The
foregoing instrument was acknowledged by me on the _____ day of _______________,
2005, by Xxxxx Xxxxx, President of Affiliated Holdings, Inc., on behalf of
said
corporation.
(S
E A
L) _____________________________
Notary
Public
STATE
OF
TEXAS
COUNTY
OF
XXXXXX
The
foregoing instrument was acknowledged by me on the _____ day of _______, 2005,
by Xxxxx Xxxxxx, President of Jordan Oil Company, Inc., on behalf of said
corporation.
(S
E A
L) _____________________________
Notary
Public
EXHIBIT
A
Leases
To
that certain Assignment and Xxxx of Sale dated 1 June 2005 between
Jordan
Oil Company, Inc. and Affiliated Holdings, Inc.
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Lessor
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Lessee
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Recordation
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Xxxxxxxxx
Xxxxxxxx Xxxxx, et xx
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Xxxxxx
Oil Company, Inc.
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20100871
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Xxxxxxxxx
Xxxxxxxx Motty, et xx
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Xxxxxx
Oil Company, Inc.
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20101948
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Xxxxxxx
Xxxxx Xxxxxx, et xx
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Xxxxxx
Oil Company, Inc.
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20100872
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Xxxxx
Xxxxxxx, et xx
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Xxxxxx
Oil Company, Inc.
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20100873
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Execution
Version
EXHIBIT
B
Equipment
To
that certain Assignment and Xxxx of Sale dated 1 June 2005 between
Jordan
Oil Company, Inc. and Affiliated Holdings, Inc.
X.
X. XXXXX SWD #l
SN
970797
| 1. |
Xxxxxxxx
Saltwater
Pump SN 160018502071- Triplex with M
C
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Electric
Motor HP 25 SN 9-390028.61
2. One
500 bbl Bolted Tank 8' x 21.6'
3. Two
300 bbl Welded Steel Tanks 15' x 16'
X.X.
XXXXX #0
XX
000000
1. One
PMSE 30" x 15' 0000 XXX XX Xxx Xxxxx Xxxxxxxxx XX 00000
2. One
Kenwind 4' x 20' 00 XXX XX Xxxxxx Xxxxxxx XX X00000
3. Two
400 bbl Welded Steel O l Storage Teaks
4. Pumping
Tee, Anchors & Others Assembly Valves & Fittings
X.X.
XXXXX #0
XX
0000
1. One
4' x 20'
Vertical Beater Treater
SN 1335
2. One
Permian 36" x 10' 000 XXX XX Xxxxx Xxxxx Xxxxxxxxx XX
00000
3. Two
400 bbl Welded Steel Oil Storage Tanks
4. Dehy
Unit and Separator
Sm
12" x 10' 1440 PSI Packed Contact Tower SNI4001
Xxxxx
125M BTU Glycol Regenerator 8N31051
2"
Meter Run
5. Back
Pressure valves
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One
2
1/16" WKM
5M X-MAS TREE consisting of two mater valves, one swab
valve, one manual wing, one actuated wing, and an adjustable
choke
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