EXHIBIT 10.1
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
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THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment"), dated
effective January 1, 2006 (the "Effective Date"), is from ALTEX OIL CORPORATION,
a Utah corporation whose address is PO Box 1057, Breckenridge, Colorado
80424-1057 ("Assignor") to Wellstar Corporation, 11990 Grant St. Ste 500,
Northglenn, CO 80226. ("Assignee").
For $10.00 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns,
transfers, grants, bargains, conveys to Assignee all of Assignor's right, title
and interest, in and to the following (all of which are called the "Assets"):
1. The oil and gas leases and other interests described in Exhibit A (the
"Leases"), all right, title and interest in and to the oil, gas and all
other hydrocarbons, whether liquid or gaseous (the "Hydrocarbons"), in, on
or under or that may be produced from the lands covered by the Leases (the
"Lands") after the Effective Date.
2. The oil and gas wells located on the Leases and Lands and described in
Exhibit A (the "Wells"), and all personal property and equipment associated
with the Wells as of the Effective Date.
3. The rights, to the extent transferable, in and to all existing and
effective unitization, pooling and communitization agreements, declarations
and orders, to the extent that they relate to or affect any of the
interests described in Paragraphs 1 and 2 or the production of Hydrocarbons
from the Leases, the Lands and the Wells.
4. The rights, to the extent transferable, in and to Hydrocarbon sales,
purchase, gathering, transportation and processing contracts, operating
agreements, partnership agreements, farmout agreements and other contracts,
agreements and instruments relating to the interests described in
Paragraphs 1, 2 and 3.
5. All of the personal property, fixtures, improvements, permits, licenses,
approvals, servitudes, rights-of-way, easements and other surface rights
located on or used in connection with the properties and interests
described in Paragraphs 1 through 4, to the extent that they are located on
the Leases or Lands and are used in connection with the Wells.
6. The files, records, data and information relating to the items described in
Paragraphs 1 through 5, maintained by Assignor.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever.
This Assignment is made and accepted expressly subject to the following
terms and conditions:
A. THIS ASSIGNMENT IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND
OR CHARACTER, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ASSIGNOR HEREBY
DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY.
B. This assignment is subject to all reservations and conveyances of record
including, but not limited to, the interests previously conveyed from the
surface of the earth down to 3,000' or the bottom of the Fort Union
Formation (whichever is deeper) in that certain Assignment, Conveyance and
Bill of Sale dated May 29, 2001 from DNR Oil & Gas, Inc., et al. to
Independent Production Company, Inc. recorded in Book 1680 of Photos at
page 512 of the records of Campbell County, Wyoming.
C. To the extent permitted by law, Assignee shall be subrogated to Assignor's
rights in and to representations, warranties and covenants given with
respect to the Assets. Assignor hereby grants and transfers to Assignee,
its successors and assigns, to the extent so transferable and permitted by
law, the benefit of and the right to enforce the covenants, representations
and warranties, if any, which Assignor is entitled to enforce with respect
to the Assets.
D. Assignee assumes and agrees to pay, perform, fulfill and discharge all
claims, costs, expenses, liabilities and obligations accruing or relating
to the owning, developing, exploring, operating or maintaining of the
Assets or the producing, transporting and marketing of Hydrocarbons from
the Assets, relating to periods before, on and after the Effective Date,
including, without limitation, all obligations arising under the agreements
covering or relating to the Assets.
E. This Assignment binds and inures to the benefit of Assignor and Assignee
and their respective successors and assigns.
F. This Assignment may be executed in any number of counterparts, each of
which shall be deemed to be an original instrument, and all of which
together shall constitute but one instrument.
EXECUTED on the date contained in the acknowledgment of this instrument, to
be effective for all purposes as of the Effective Date.
ASSIGNOR:
ALTEX OIL CORPORATION
By: /s/ Steven H. Cardin
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Steven H. Cardin, President
ACKNOWLEDGMENT
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STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 9th day of
December 2005 by Steven H. Cardin, President of ALTEX OIL CORPORATION, a Utah
corporation, on behalf of such corporation.
Witness my hand and official seal.
My commission expires 6/23/07.
/s/ Elizabeth L. Rutherford
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Notary Public
EXECUTED on the date contained in the acknowledgment of this instrument, to
be effective for all purposes as of the Effective Date.
ASSIGNEE:
Wellstar Corporation
By: /s/ Dale Mayer
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Dale Mayer, President
ACKNOWLEDGMENT
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STATE OF COLORADO )
) ss.
COUNTY OF ADAMS )
The foregoing instrument was acknowledged before me this 27th day of
December 2005 by Dale Mayer as President of Wellstar Corporation, a Colorado
corporation, on behalf of said corporation.
Witness my hand and official seal.
My commission expires 11/2/08
/s/ Julie N. Harding
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Notary Public