Exhibit 10.1
ASSIGNMENT OF OIL, GAS AND MINERAL LEASES
State
of Montana
County
of Fergus
THIS ASSIGNMENT (hereinafter referred
to as “Assignment”), is dated and effective as of the
1st day of May, 2008 (hereinafter “Effective Date”), by
and between HEMUS, LTD., a Texas limited liability company, whose
address is its principal place of business located at 6565 West
Loop South, Suite 555, Bellaire, Texas, 77401 (hereinafter
referred to as “Assignor”), and KYKUIT RESOURCES, LLC,
an Ohio limited liability company whose address is 8500 Station
Street, Suite 345, Mentor, Ohio, 44060 (hereinafter referred
to as “Assignee”).
WITNESSETH:
WHEREAS, on or about August 3,
2007, Assignor and Assignee entered into a Partial Assignment of
Oil, Gas and Mineral Leases whereby Assignor assigned to Assignee
seventy-five percent (75%) of its rights, title and interest in and
to those certain oil, gas and mineral leases (the “Subject
Leases”) set forth on Exhibit “A” attached hereto
and made a part hereof. That Partial Assignment of Oil, Gas and
Mineral Leases was filed with the Fergus County Clerk and
Recorder’s Office on August 6, 2007 as Document Number
089463; and
WHEREAS, on or about August 3,
2007, Assignor and Assignee entered into a Joint Venture
Development Agreement, the terms of which are summarized in the
Memorandum of Joint Venture Agreement of the same date, which was
filed with the Fergus County Clerk and Recorder’s Office on
the 6 th day of August,
2007 as Document Number 089462; and
WHEREAS, on or about March 18,
2008, Assignor and Assignee entered into an Assignment of
Overriding Royalty Interest whereby Assignee assigned, transferred
and conveyed unto Assignor, an overriding royalty in the amount of
6% of 8/8 of all oil, gas and other minerals produced, saved and
marketed from the land covered by the Subject Leases on
Assignee’s seventy-five percent (75%) interest in the oil,
gas and other minerals produced, saved and marketed from the land
described in the Subject Leases; and
WHEREAS, Assignor now wishes to
assign to Assignee its remaining twenty-five percent (25%) interest
in the Subject Leases to Assignee without reserving an overriding
royalty interest thereon and the parties wish to memorialize said
assignment in writing.
NOW THEREFORE, in consideration of
One Hundred Dollars ($100.00) and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor does, by these
presents, bargain, sell, convey, assign, grant, transfer, set over
and deliver unto Assignee its remaining twenty-five percent (25%)
interest, right and title in and to the Subject Leases described on
Exhibit “A” attached hereto and made a part
hereof.
2. And for the same
consideration the Assignor covenants with the Assignee, its or
their heirs, successors or assigns:
That the Assignor is the lawful owner
of and has good title to the interest above assigned in and to said
Subject Leases, estate rights and property, free and clear from all
liens, encumbrances or adverse claims; except the following:
(i) liens for current taxes or assessments not yet due or
delinquent on the Effective Date or, if delinquent, that are being
contested in the ordinary course of business;
(ii) materialmen’s, mechanic’s, repairman’s,
employee’s, contractor’s, operator’s and other
similar liens or charges arising in the ordinary course of
business, for amounts not yet delinquent; and (iii) all rights
to consent by, required notices to, filings with or other actions
by governmental authorities in connection with the sale or
conveyance of oil and gas leases or interests therein or sale of
production therefrom if the same are customarily obtained
subsequent to such sale or conveyance. That said Subject Leases are
valid and subsisting leases on the land described above, and all
rentals and royalties have been paid and all conditions necessary
to keep the same in full force have been duly performed; and that
the Assignor will warrant and forever defend the same against all
persons whomsoever, lawfully claiming or to claim the same.
To have and to hold the Subject
Leases unto Assignee and its successors and assigns forever.
It is agreed by Assignor and Assignee
(sometimes collectively referred to as “Parties” or
singularly as “Party”) that this Assignment is subject
to the following terms and conditions:
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Assignee hereby assumes its proportionate share of all duties,
liabilities, and obligations, express or implied, imposed upon
Assignor under the provisions of the Subject Leases. |
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This Assignment shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, assigns,
successors and transferees. |
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It is the intent of the parties that Assignor’s
overriding royalty interest which was conveyed via the Assignment
of Overriding Royalty Interest filed with the Fergus County Clerk
and Recorder’s office on March 26, |
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2008 and identified as Document Number 092613, pertains solely
to the seventy-five percent (75%) interest of the Subject Leases
conveyed by Assignor to Assignee via the Partial Assignment of Oil,
Gas and Mineral Leases that was recorded with the Fergus County
Clerk and Recorder’s Office on the 6 th day of August,
2007 as Document Number 089463. Assignor has no overriding royalty
interest in the twenty-five percent (25%) interest of the Subject
Leases that is being assigned to Assignee pursuant to this
document. |
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It is expressly agreed between the parties hereto that as of
the Effective Date Assignor is released from all further
liabilities under, and is no longer a party to, the Joint Venture
Development Agreement referenced above. |
IN WITNESS WHEREOF, Assignor and
Assignee have executed this Assignment in the presence of the
undersigned competent witnesses as of the dates set forth below,
but effective for all purposes as of the Effective Date.
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ASSIGNOR: |
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HEMUS, LTD. |
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a Texas limited liability
company. |
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By: |
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/s/ Solly Hemus |
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Solly Hemus, President of RISA, Inc.,
General |
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Partner of Hemus, Ltd. |
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ASSIGNEE: |
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KUYKUIT RESOURCES, LLC |
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an Ohio limited liability
company |
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By |
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John D. Oil and Gas, Inc., |
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Its: |
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Managing Member |
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By: |
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/s/ Gregory J. Osborne |
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Gregory J. Osborne |
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President of John D. Oil and Gas,
Inc. |
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STATE OF TEXAS
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COUNTY OF
HARRIS
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BEFORE ME, a Notary Public in and for
said County and State, did personally appear the above-named HEMUS,
LTD., by Solly Hemus, President of RISA, Inc., General Partner of
Hemus, Ltd., who acknowledged to me that he did sign the foregoing
instrument and that the same is his free act and deed on behalf of
the company.
IN WITNESS WHEREOF, I have hereunto
set my hand and official seal at
, Ohio, this ___ day of
, 2008.
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STATE OF OHIO
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COUNTY OF LAKE
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BEFORE ME, a Notary Public in and for
said County and State, did personally appear the above-named KYKUIT
RESOURCES, LLC, by Gregory J. Osborne as President of John D. Oil
and Gas, Inc. its Managing Member, who acknowledged to me that he
did sign the foregoing instrument and that the same is his/her free
act and deed on behalf of the company.
IN WITNESS WHEREOF, I have hereunto
set my hand and official seal at
, Ohio, this ___ day of
, 2008.
4
Exhibit “A”
1. The Leases and real property
described in pages 5 through 18 of this Exhibit “A”,
save and except the real property described on page 19 of this
Exhibit “A”.
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| LEASE |
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LESSOR |
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LESSEE |
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DATE |
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DOCUMENT NO. |
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DESCRIPTION |
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10644
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Lawrence J. Tuss, aka Larry
J. Tuss, Et Ux |
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Hemus, Ltd. |
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09/28/05 |
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084262 |
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1,959.00 acres , T21N-R18E,
Secs. 10, 11 12,& 14; T21N-R19E, Secs. 27,28, 34 & 35 |
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10645
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Helen M. Popnoe |
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Hemus, Ltd. |
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09/26/05 |
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084260 |
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4,639.04 acres , T21N-R18E,
Secs. 15, 21 22, 27, 28; T21N-R20E, Secs. 10, 11, 12, 13, 14, 17,
18, 19, 20, 21, & 27 |
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10646
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James Popnoe, Tre. |
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Hemus, Ltd. |
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09/26/05 |
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084261 |
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4,639.04 acres , T21N-R18E,
Secs. 15, 21 22, 27, 28; T21N-R20E, Secs. 10, 11, 12, 13, 14, 17,
18, 19, 20, 21, & 27 |
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10647
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David B. Udelhoven, Et Ux |
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Hemus, Ltd. |
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09/28/05 |
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084263 |
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2,524.79 acres, T21N-R18E,
Secs. 2, 3, 4 9, 10, 11, & 12; T21N-R19E, Secs. 4 & 5;
T22N-R19E, Secs. 2, 3, 4, 11, 32, & 33 |
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10648
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Thomas E. Walling, Et Ux |
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Hemus, Ltd. |
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09/30/05 |
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084264 |
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1,195.27 acres, T21N-R17E,
Secs. 1, 2 & 12; T21N-R18E, Sec. 7 |
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10649
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Darlene P. Butcher, Tre. |
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Hemus, Ltd. |
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10/11/05 |
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084265 |
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8,437.48 acres, T20N-R19E,
Secs. 1, 2, 11 12; T20N-R20E, Secs. 1, 4, 5, 6, 7, 8, 9 & 10;
T21N-R20E, Secs. 28, 29, 30, 31, 32 & 33 |
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10650
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Lester Slivka, Et Ux |
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Hemus, Ltd. |
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10/04/05 |
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084266 |
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1,661.24 acres, T21N-R17E
Secs. 13 & 14; T21N-R18E, Sec. 18; T21N-R19E, Secs. 4, 5, 8
& 9 |
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10651
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Rose Spraggins |
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Hemus, Ltd. |
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10/13/05 |
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084267 |
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1,320.00 acres, T21N-R18E,
Secs. 15, 21 22, & 27 |
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10653
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Robert R. Bold , Et Al, Tres. |
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Hemus, Ltd. |
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10/14/05 |
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084268 |
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5,541.54 acres, T20N-R19E,
Secs. 1, 2, 8, 11, 12, 17, 19, & 20; T 20N-R20E, Secs. 1, 2, 3,
4, 5, 6, 7, 8, 9, 10, & 11; T21N-R20E, Secs. 28, 29, 30, 31, 32
& 33; T21N-R19E, Secs. 25 & 35 |
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| LEASE |
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LESSOR |
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DATE |
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DOCUMENT NO. |
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DESCRIPTION |
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10654
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Ronald A. Heggem, Et Ux |
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Hemus, Ltd. |
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10/26/05 |
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084269 |
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12,396.87 acres, T20N-R19E,
Secs. 8, 13 14, 15, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29,
32, 33, 34 & 35; T21N-R20E, Secs. 14, 15, 22, 23, 24, & 25;
T20N-R20E, Secs. 29, 30, 31, & 32; T19N-R20E, Secs. 6 & 7;
T19N-R19E, Secs. 1, 2, & 3; T21N- R18E, Secs. 14, 15, 23, 24,
26, & 27 |
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10655
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Marjorie K. Boyce |
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Hemus, Ltd. |
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10/26/05 |
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084270 |
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11,135.05 acres , T20N-R19E,
Secs. 8, 13, 14, 15, 17, 19, 21, 22, 23, 24, 25, 26, 27, 28, 29,
33, 34, & 35; T21N-R20E, Secs. 14 15, 22, 23, 24, 25, & 26;
T20N-R20E, Secs. 29, 30, 31, & 32; T19N-R20E, Secs. 6 & 7;
T19N-R19E, Secs. 1, 2, & 3; T21N-R18E, Secs. 14, 15, 23, 24
& 27 |
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10656
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Dennis Wherley, Et Ux |
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Hemus, Ltd. |
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10/26/05 |
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084271 |
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11,695.05 acres, T20N-R19E,
Secs. 8, 13 14, 15, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29,
33, 34, & 35; T21N-R20E, Secs. 14, 15, 22, 23, 24, 25 & 26;
T20N-R20E, Secs. 29, 30, 31, & 32; T19N-R20E, Secs. 6 & 7;
T19N-R19E, Secs. 1, 2, & 3; T21N- R18E, Secs. 14, 15, 23, 24,
& 27 |
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10658
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Sarah L. Leonard |
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Hemus, Ltd. |
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11/08/05 |
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084272 |
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1,790.51 acres, T20N-R19E,
Secs.26, 27, 28, 29, 30, 31; T20N-R18E, Secs. 24, 25, & 35 |
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10659
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Cleo Boyce, Et Ux |
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Hemus, Ltd. |
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11/08/05 |
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084284 |
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800.00 acres, T20N-R19E, Secs.
15, 22, 23, 24, & 25 |
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LESSOR |
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LESSEE
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DOCUMENT NO. |
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DESCRIPTION |
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10660
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Vernon E. Smith |
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Hemus, Ltd. |
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11/01/05 |
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084285 |
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9,326.19 acres, T20N-R19E,
Secs. 13, 14, 15, 20, 21, 23, 24, 25, 26, 27, 28, 29, 33, 34, &
35; T21N-R20E, Secs. 14, 15, 22, 23 24, 25, & 26; T20N-R20E,
Secs. 29, 30, 31 & 32; T19N-R20E, Secs. 6 & 7; T19N-R19E
Secs. 1, 2, & 3; T21N-R18E, Secs. 14, 15, 23, 24, & 27 |
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10661
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Edith D. Brooks |
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Hemus, Ltd. |
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11/01/05 |
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084259 |
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1,240.00 acres, T20N-R18E,
Secs. 9, 10, 15, 21, 22, & 23 |
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10662
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Robert K. Simac, Et Ux |
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Hemus, Ltd. |
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11/04/05 |
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084286 |
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2,046.75 acres, T21N-R19E,
Secs. 1, 2, 3 10, 11, 33 & 34 |
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10663
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Albert Joseph DeMars, Et Ux |
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Hemus, Ltd. |
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11/01/05 |
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084287 |
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1,240.00 acres, T20N-R18E,
Secs. 9, 10 15, 21, 22, & 23 |
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10664
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Thomas J. DeMars, Et Ux |
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Hemus, Ltd. |
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11/01/05 |
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084289 |
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240.00 acres, T20N-R19E, Secs.
5 & 6 |
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10665
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Robert E. Sawyer |
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Hemus, Ltd. |
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11/16/05 |
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084288 |
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7,647.97 acres, T19N-R19E,
Secs. 4, 5, 6 7, 8, 9, 10, 15, 17, 18 & 19; T19N-R18E,
Secs. 6, 10, 11, 13, 14, 15, 22, 23, 24, 25 & 26 |
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10689
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Benjamin D. Smith, Et Ux |
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Hemus, Ltd. |
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12/05/05 |
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084290 |
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1,465.04 acres, T19N-R19E,
Secs. 4, 5, 8, & 9; T19N-R18E, Sec. 6 |
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10690
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William H. Foreman, Et Ux |
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Hemus, Ltd. |
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12/07/05 |
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084291 |
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2, 162.62 acres, T21N-R18E,
Secs. 7, 8, 17, 18, 19, 20, 29, & 30; T21N-R19R, Secs. 1,
& 23 |
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10691
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William L. Mendel |
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Hemus, Ltd. |
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12/07/05 |
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084292 |
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2,326.85 acres, T21N-R18E,
Secs. 25, & 35; T20N-R18E, Sec. 1; T20N-R19E, Secs. 5, & 6;
T21N-R19E, Secs. 21, 30, 31, & 32 |
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10692
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Dolly Smith |
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Hemus, Ltd. |
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11/01/05 |
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084293 |
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120.00 acres, T20N-R19E Sec.
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| LEASE |
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| NO. |
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LESSOR |
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LESSEE
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DATE |
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DOCUMENT NO. |
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DESCRIPTION |
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10693
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Katzman Cattle Company |
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Hemus, Ltd. |
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12/08/05 |
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084294 |
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4,384.57 acres, T20N-R17E,
Secs. 1, 2, & 11; T21N-R17E, Secs. 32 & 33; T21N-R19E 5, 7,
8, 17, 21, 22, & 23; T22N-R19E, Secs 13, 14, 22, 27, 34, &
35; T22N-R18E, Secs. 14 & 23 |
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10694
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Richard F. Doughten, Et Ux |
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Hemus, Ltd. |
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11/17/05 |
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084295 |
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2,398.14 acres, T19N-R19E,
Secs. 1, 2, 4 5; T19N-R20E, Sec. 7 |
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10696
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Douglas A. Arntzen, Et Ux |
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Hemus, Ltd. |
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12/12/05 |
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084296 |
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6,554.92 acres, T19N-R19E,
Secs. 15, 17, 20, 21, 22, 27, & 28; T18N-R18E, Secs. 1 2, 11,
12, 13, & 14; T18N-R19E, Secs. 5, 6, 7, 8, & 18; T21N-R20E,
Secs. 10, 11, 12 13, & 14 |
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10697
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Sherry N. Arntzen, a/k/a Sherry
Arntzen |
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Hemus, Ltd. |
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12/12/05 |
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084297 |
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1,845.85 acres, T19N-R19E,
Secs. 15, 21 22, 27, 28, 32, & |
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