NOTICE OF EXCLUDED INTERESTS AND A TRANSITION AGREEMENT

Kanes Oil and Gas Forms available at www.Kanesforms.com includes forms of Purchase and Sale Agreements, Assignments, Conveyances, and Deeds, all of which can be used in or adapted to a Buyer’s or Seller’s particular needs in a producing and nonproducing property sale transaction.  However, there always seem to be situations that arise that may not be adequately addressed in the standard documents delivered at closing.

A recent transaction involved the sale of a substantial number of producing properties, in several states, including all of the Seller’s mineral interests, wherever located, except for interests in specific lands in several counties, and all of the Seller’s interest in entire counties in some states.  In the counties where the Seller was to assign other interests to the Buyer, these “excluded interests” were identified in an exhibit to the Assignment from the Seller to the Buyer, applicable to that county.  However, the schedule of excluded interests included mineral interests in counties in which no interests were being assigned or conveyed.  No counterpart of the assignment would be recorded in those counties which would identify the excluded interests reserved by the Seller.

Because the form of assignment being used in the transaction was very broad in scope, a need existed to place some notice in the records of the counties in which the Seller was retaining interests, and no assignment was being recorded, to serve as notice that Seller was retaining interests.

This situation gave rise to the preparation of a “Notice of Excluded Interests” to be filed in the county where all interests are excluded.

Another situation encountered in producing property sales transactions involves the need to maintain continuity in operations on the sold properties.  A Buyer may be acquiring a number of properties on which it will take over operations from the Seller, but at the time of the close of the transaction, the Buyer does not have in place the personnel and systems needed to enable it to immediately assume administrative operations on the effective date of the sale.  To facilitate an orderly change over in operations, the Seller and Buyer may enter into a “Transition Agreement” providing for the Seller to continue to provide services for the properties, for the Buyer, until the Buyer is physically able to take on those responsibilities.