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HomeMy WebLinkAbout911342WEt~LBORE ASSIGNMENT, BILL OF SALE AND CONVEYANCE STATE OF COLORADO § COUNTY OF ARAPAHOE § RECEIVED 8/29/2005' at 3:34 PM RECEIVING # 911342 BOOK: 595 PAGE: 840 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, VVY THIS WELLBORE ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment") executed by and between CABOT OIL & GAS CORPORATION ("Assignor"), with a place of business at 7400 East Orchard Road, Suite 360, Englewood, Colorado, 80111, and CROWN OIL & GAS COMPANY, INC. ("Assignee"), with a place of business at 152 Calpet Road., P.O. Box 519, .Big Piney, Wyoming, 83113, is effective for the purposes of this transfer as of 7:00 a.m., Mountain Standard Time, on June 1, 1999 (the "Effective Time" hereunder). ARTICLE I Conveyance and Transfer of Oil & Gas Properties Assignor, intending to be bound hereby, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00) and other good and valuable considerations to it in hand paid by Assignee, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, has GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, and DELIVERED AND BY THESE PRESENTS DOES HEREBY GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER, unto Assignee, and the successors and assigns of Assignee, all of Assignors' right, title and interest in, to, and under (i) the oil and gas leases identified on Exhibit "A", insofar and only insofar as said Leases cover, include and relate to the wellbore(s) of the wells, identified on Exhibit "A" (the "Leases" hereunder) as each presently exists or as each may produce in the future to the extent permitted by applicabl..e rule or order of the Wyoming Oil & Gas ConServation Commission, from the surface to the total depth drilled in each wellbore(s) -(the "Wells" hereunder) and easements and rights of way under and created by the Leases and by the grants identified in Exhibit "A" (the "Easements" hereunder), which Leases, Wells and Easements are identified in Exhibit "A" attached hereto and by this reference made a part hereof, and (ii) the oil, gas and other gaseous substances that may be produced from the wellbore(s) only of said well(s) and all surface and underground equipment and other personalty and fixtures in or on the Leases used in connection with the said well(s), together with all rights of ingress or egress to the extent Assignor owns, possesses, and has the right to transfer same ("Facilities" hereunder), and (iii) all rights under joint operating agreements, division orders, sale, purchase or exchange contracts, and processing or other agreements for the disposition of gas or oil production to the extent of the rights of Assignor to transfer same without securing any required consent to transfer ("Operating Rights" hereunder). All oil and gas leasehold rights not specifically assigned herein are excepted from this Assignment and retained and reserved to Assignor, it's successors and assigns. All of the Leases, the wellbore(s) of the well(s), Easements, Facilities and Operating Rights as described above, and subject to the Permitted Encumbrances (hereafter identified), are herein collectively called "Subject Properties" under this Assignment. TO HAVE AND TO HOLD, the SubjeCt Properties unto Assignee, and the successors and assigns of Assignee, forever subject to and in accordance with all the provisions of this Assignment, including (without limitation) paragraphs I through 3 below; and Assignor hereby binds itself and its successors and assigns, to 00841 warrant and forever defend, all and singular the Subject Properties unto Assignee, and the successors and assigns of Assignee, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Assignor, But Not Otherwise. 1. This Assignment is made with full substitution and subrogation of Assignee, its successors and assigns, in and to all covenants and warranties by others heretofore given or made in respect of the Subject Properties conveyed and transferred under this Wellbore Assignment, whether recorded or unrecorded. 2. THE PARTIES AGREE THAT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF EVERY APPLICABLE LAW, RULE OR ORDER. THIS ASSIGNMENT IS MADE AND ACCEPTED UPON THE UNDERSTANDING AND AGREEMENT THAT ALL PERSONAL PROPERTY, MACHINERY, FIXTURES, EQUIPMENT AND MATERIALS CONVEYED HEREBY ARE SOLD AND ASSIGNED AND ACCEPTED BY ASSIGNEE, IN THEIR "WHERE IS", AND "AS IS" CONDITION WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ASSIGNMENT, ASSIGNOR MAKES NO REPRESENTATION OF WARRANTY WHATSOEVER AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE (INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION, OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY AFFILIATE, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ASSIGNOR OR ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, ASSIGNOR'S COUNSEL OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AS TO (A) THE TITLE TO ANY OF THE WELLS, THE LEASES OR OTHER SUBJECT PROPERTIES, (B) THE AMOUNTS OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE WELLS OR THE LEASES (IF ANY), (C) ANY GEOLOGICAL OR O'tHER INTERPRETATIONS OR ECONOMIC EVALUATIONS OR (D) ANY ENVIRONMENTAL CONDITION (HEREINAFTER DEFINED) ON, IN OR UNDER THE WELLS, THE LEASES OR OTHER SUBJECT PROPERTIES. FOR THE BENEFIT OF ASSIGNOR, ASSIGNEE STIPULATES FOR ALL PURPOSES THAT TO THE FULL EXTENT PERMITTED BY LAW, ASSIGNEE WAIVES AND RELEASES TO ASSIGNOR, ANY CLAIM UNDER THE MERCHANT OR CONSUMER PROTECTION ACTS WHICH APPLY OR MIGHT APPLY TO THIS TRANSACTION. FURTHER, ASSIGNEE ASSUMES ALL LIABILITIES FOR, AND SHALL INDEMNIFY AND HOLD ASSIGNOR HARMLESS OF AND FROM ALL SURFACE AND SUBSURFACE RESTORATION AND RECLAMATION, INCLUDING ANY OPEN SURFACE PITS, UNDERGROUND PITS, STORAGE OR REFUSE AREAS, UNDERGROUND FUEL TANKS, ROADS, SALT WATER (BRINE) DISPOSAL WELLS AND OTHER SIMILAR OBLIGATIONS. 3. Should any prior consent be required to this Assignment by a state or federal agency, or other person or corporation, then the special warranty of title provided above shall not apply to such interest until the consent is obtained, and from the time of such consent it shall be deemed such interest was transferred to Assignee as of the Effective Time. 2 00842 ARTICLE II Permitted Encumbrances The Subject Properties are Granted, Bargained, Sold, Assigned, Transferred, Conveyed, and Delivered by Assignor and accepted by Assignee subject to the following, to the extent such encumbrances are valid and enforceable and not included as Subject Properties (the "Permitted Encumbrances" under this Assignment): (a) all royalty interests, overriding royalty interests, and other burdens on or payable out of the production of oil and gas that are presently existing and outstanding, of record in the official records of the county in which the properties are situated. (b) all division orders, unitization, communitization and pooling designations, declarations, orders and agreements, contracts for the sale, purchase, exchange, refining, gathering or processing of oil, or of gas or of other mineral production from the Leases and the well(s), and those operating agreements, farmin and farmout agreements, and area of mutual interest agreements or any other oil and gas contracts affecting the leases and the well(s) and mesne assignments thereof, and all agreements requiring the consent of a third party to transfer hereunder; (c) any lien, security interests, or mortgages, that arise to secure payment of amounts not yet delinquent, which are of a type and nature customary in the oil and gas industry, and which have been disclosed to Assignee, but Assignor shall acquire release of the Leases, the well(s), or Easements from any such lien, security interest, or mortgage in order to make this Assignment or promptly pay or discharge same; (d) liens, securing payment of taxes or assessments that are, in either case, not yet delinquent or, if delinquent, are being contested in good faith in the normal course of business, and Assignor agrees to pay or discharge same in a timehy manner; and (e) rights reserved to or vested in the state, municipality or other governmental, statutory or public authority to control or regulate any of the Subject Properties and all applicable laws, rules and order of the state, municipality or other governmental authority. ARTICLE III Allocation of Risks; Indemnification By execution of this agreement, Assignee understands and agrees that Assignor makes no representation or warranty whatsoever pertaining to the Subject Properties except as expressly set forth in this Assignment and Assignor disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to Assignee. Assignee acknowledges and affirms, that it has had full access to the books and records of Assignor pertaining to the Subject Properties and the information therein, and Assignee has made its own independent investigation, analysis L:00843 and evaluation if (i) the Leases (including Assignee's own estimate and appraisal and value of the extent and value of the hydrocarbon reserves of the Leases), (ii) the Wells, (iii) the operation of the Leases and (iv) any Environmental Condition on, in or under the Leases. The term "Environmental Condition" shall mean and include any existing condition to the soil, subsurface, surface waters, groundwaters, atmosphere or other environmental medium, whether or not yet discovered, which could result in any damage, loss, cost, expense, claim, demand, investigation, lien or liability relating to the Subject Properties under the Resources Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42. U.S.C. § 9601 et seq, the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq.; the Clean Air Act 42 U.S.C. §7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§2601-2629; the Oil Pollution Act, 33 U.S.C. §2701 et seq..; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §1101 et seq.; and the Safe Drinking Water Act, 42 U.S.C. §§300(0 through 300(j) and all regulations issued thereunder and any other law, statute, ordinance, decree, requirement, order, judgment, rule or regulation of, including the terms of any license, permit, certificate, or abandonment approved by any governmental authority relating to air or water quality, hazardous or solid wastes, hazardous substances or any other environmental matters. The term "Assumed Obligations" under this Assignment shall mean and include all claims, losses, damages, costs, expenses, causes of action or judgments arising out of the ownership or operation of the Subject Properties or under any statutes or from the documents and agreements creating such ownership or operations. Assignee agrees to assume, pay, perform and discharge, and to indemnify and hold Assignor harmless of, from, and against any and all of the Assumed Obligations (including reasonable attorneys' fees, court costs, and expenses) arising from claims asserted after the Effective Time of this Assignment. Assignee also agrees to assume, pay, perform and discharge, and to indemnify and hold Assignor harmless of, from, and against any Environmental Condition (including reasonable attorneys' fees, court costs, and expenses) arising from claims asserted after the effective time of this Assignment. Assignor shall retain and agree to assume, pay, perform and discharge, and to indemnify and hold Assignee harmless of, from, and against any and all of the Assumed Obligations (including reasonable attorney's fees, court costs and expenses) arising from claims asserted prior to the Effective time of this Assignment, except, however, Assignee shall be solely responsible for balancing of gas payments for any gas imbalances which may exist as of the Effective Time. Assignee agrees to assume any and all obligations of Assignor to plug and pay for plugging of the well(s) pursuant to the applicable rules, laws, or regulations of the State regulatory agency, and Assignee agrees to indemnify and hold Assignor harmless from any obligations arising or resulting from the plugging and abandoning of said wells(s). Assignee agrees to promptly file for and become successor operator before and in the records of each state regulatory agency having jurisdiction over the Subject Properties. Assignor agrees to execute and deliver transfer orders, division orders, notices, releases and acquittances and such other instruments as may be necessary or appropriate to further assure to Assignee all of the properties, rights, titles, interests, estates, remedies, powers and privileges by this instrument granted, bargained, sold, conveyed, assigned, transferred and delivered, or otherwise vested in Assignee or intended so to be hereunder. Without limiting the foregoing, Assignor agrees to execute any and all form assignments for individual state or federal oil and gas leases comprising any portion of the Subject Properties as may be required by state law or regulation, or by federal law or regulation, any and all of such individual assignments to constitute, as to such individual leases, one and the same assignment as is made herein. Assignor believes (but does not represent or warrant) that it has observed, performed and complied with the terms, provisions, covenants and conditions of said Leases and with all laws, rules, regulations and orders, both State and Federal, applicable to ownership and enjoyment of the Subject Propedies herein transferred through the effective time, but Assignee assumes all risks of non-compliance by Assignor at tile Effective Time, and agrees to file a well permit application for and secure same in the name of Assignee for the well(s) and Assignee shall perform and comply with the terms, covenants and conditions of said Leases from the Effective Time. Assignee assumes and accepts responsibility for proper payment of royalty on and for the well(s) and for the severance taxes as of the Effective Time, and agrees to comply with the terms and provisions of the Leases, with applicable statutes and with applicable rules and regulations. Oil remaining in the tanks above the pipeline connection at the Effective Time shall be the property of Assignor. All gas produced and saved up to such Effective Time shall belong to Assignor. All gas produced and saved after such Effective Time belong to Assignee. For the year 1999 and all subsequent years, Assignee agrees to timely render and pay ad valorem taxes on the Subject Propedies. ARTICLE IV Other Conditions,, There are no "Other Conditions" to be included in this Assignment. ARTICLE V Counterparts This Assignment may be executed in any number of counterparts, each of which shall be of equal dignity and all of which shall constitute but one and the same instrument. In order to facilitate recordation, signature pages from each original counterpa_d may be removed therefrom, and attached to a single instrument and recorded, which recorded instrument shall be effective for all purposes hereunder and under the recording statutes. This Assignment shall bind and inure to the benefit of Assignor and Assignee and their respective affiliates, successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the date of their respective acknowledgments set fodh below, to be effective, however, for all purposes as of the Effective Time. 5 ,:-:00845 ASSIGNOR: CABOT OIL & GAS CORPORATION Name: ~// John S. Muire Title:~ Attorney-In-Fact ATTEST: ASSIGNEE: CRO~ & GAS COMPANY, INC. /' / Name: ~'~U t.~ ~../, ,,"~'~ Title: ~..E"$~¢'~ ~ Cdenike~snelson\C rownAssign B 0 Sale&Conv.doc STATE OF COLORADO ) ) COUNTY OF ARAPAHOE ) Acknowledged on this ,¢~ ~ day of (~¢'--~'-k-~~ , in the year 1999, before me personally came John S. Muire, to me known, who being by me duly sworn, did depose and say that he is the Attorney-In-Fact of CABOT OIL & GAS CORPORATION, a Delaware Corporation, and that he as such Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of the corporation. Witness the hand and official seal of the undersigned this the day and year first in this certificate written. ... ~.~.~,,,,. ,. -,,..,,,~, · ' .~ ' % ~., P u ', ~: ~'- .......... ..,- ,, My Com~l~Q,~Z~es. Ju y 13, 2000 Marsha M. Emerson, Notary Public STATE OF W~0J~i~ ) , .J ) COUNTY OF J.. ~.r~ IJf~ ) Acknowledged on l~his '~ personally came that he is the , to me known, who by me duly sworn, did depose and say of CROWN OIL & GAS COMPANY, INC., a Corporation, and that he as such Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of the corporation. _ Witness the hand and official seal of the undersigned this the day and year first in this certificate written. 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