said corporation and acknowledged
said instrument to the free act and deed of said corporation.
GIVEN UNDER MY HAND AND OFFICIAL SEAL this ________ day of ___________, 2005.
______________________________________
Notary Public in and for the State of Texas
5
EI XXX
OCS-G XXXX
EXHIBIT B-2
ATTACHED TO AND MADE A PART OF THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED
JULY 22, 2005, BY AND BETWEEN DEVON ENERGY PRODUCTION COMPANY, L.P. AND DEVON
LOUISIANA CORPORATION AND DEVON ENERGY PETROLEUM PIPELINE COMPANY AS SELLER, AND
MARITECH RESOURCES, INC., AS BUYER
ASSIGNMENT OF RECORD TITLE
UNITED STATES OF AMERICA §
OUTER CONTINENTAL SHELF §
THIS ASSIGNMENT is by and between ___________________, _______________, whose
address is 1200 Smith Street, Houston Texas 77002, (hereinafter called
"Assignor"), and ___________________________________________ a
____________________ corporation, whose address is
__________________________________________ (hereinafter called "Assignee"), and
is effective as of 7:00 A.M., Central Standard Time, on January 1, 2005 (the
"Effective Time").
Assignor, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the performance by Assignee of the covenants, agreements,
obligations and conditions hereinafter contained, to be kept and performed by
Assignee, does SELL, TRANSFER, ASSIGN, SET OVER AND CONVEY unto Assignee
_____________% Record Title interest in and to the following (hereinafter
referred to as the "Assigned Interests"):
OCS-G XXXX
(LEASE DESCRIPTION)
This Assignment is made by Assignor and accepted by Assignee subject to the
terms, provisions and conditions of the Lease and any limitation on or contained
in the Lease; and is expressly made subject to the terms of the Purchase and
Sale Agreement dated as of __________, 2005, among Devon Energy Production
Company, L.P., Devon Louisiana Corporation and Devon Energy Petroleum Pipeline
Company, as Seller, and ____________________________, as Buyer (the "PSA"). In
the event of a conflict between the terms of this Assignment and the PSA, the
terms of the PSA shall control. Capitalized terms used in this Assignment and
not otherwise defined shall have the meanings given to such terms in the PSA.
EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 12.1 OR ARTICLE IV
[AND SUBJECT TO THE LIMITATIONS ON ARTICLE IV SPECIFIED IN THE PURCHASE AND SALE
AGREEMENT] OF THE PURCHASE AND SALE AGREEMENT, (I) ASSIGNOR MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY
1
OR IMPLIED, AND (II) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND
RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE
OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES,
EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT
LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN
PROVIDED TO ASSIGNEE BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT,
REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES).
EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 12.1 OR ARTICLE IV [AND
SUBJECT TO THE LIMITATIONS ON ARTICLE IV SPECIFIED IN THE PURCHASE AND SALE
AGREEMENT] OF THE PURCHASE AND SALE AGREEMENT, AND WITHOUT LIMITING THE
GENERALITY OF THE