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Home My WebLink About919375 ~"=I'¡'''''"'' .f.~t;'t~f'j';';·jli \:!;!¡:*!;Hi~ililliIJ :,' ':':"'.'¡."""'"-",'_'.'."""',""'~¡:>:::..:t;..:...~~..].:.;-;.¡'t':. ,:1 ,':.c.:..::.:.:"------_ ,.,.,..............,...,'.. C00448 STATE OF WYOMING § § § § RECEIVED 6/16/2006 at 11:10 AM RECEIVING # 919375 BOOK: 623 PAGE: 448 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY COUNTŒS OF LINCOLN & SWEETWATER CONVEYANCE .--Journey Acquisition - I, L.P. and Journey 2000, L.P, (herein collectively called "Grantors") whose address is 1201 Louisiana Street, Suite 1040, Houston, Texas 77002, for Ten Dollars ($10,00) and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto Citation 2004 Investment Limited Partnership, a Texas limited partnership (herein caIled "Granteê"), whose address is 8223 Willow Place Drive South, Houston, Texas 77070-5623, the following described properties, rights and interests: (a) AIl right, title and interest of Grantors in and to the oil, gas and/or mineral leases described on Exhibit A hereto (the "Leases"); and 1/ i J (b) Without limitation of the foregoing, all other rights, titles and interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Grantors in and to the oil, gas and other minerals in and under or that may be produced from the lands described on Exhibit A hereto (including, without limitation, the Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests insofar as they cover such lands), even though Grantors' interest therein may be incorrectly described in, or omitted from, such Exhibit A; and ( c) All rights, titles and interests of Grantors in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations), and farmout agreements and other agreements granting to Grantors the right to earn or otherwise acquire an interest, to the extent that they relate to any of the properties described in subsection Wand Qù above; and (d) All rights, titles and interests of Grantors in and to all presently existing and valid production sales contracts, operating agreements, surface leases, permits, authorizations, rights- of-way, surface interests, easements, licenses, options, declarations, orders, and other agreements and contracts to the extent that they relate to any of the properties described in subsections W, Qù and (£} above; and (e) AIl rights, titles and interests of Grantors in and to all materials, suppl ies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all wells (whether producing, non-producing or plugged and whether fully described or not), all injection and disposal wells, wellhead equipment, pumping units, flowlines, pipelines, transmission lines, tanks, buildings, injection facilities, saltwater disposal facilities, water wells, compression facilities, gathering systems, tubing, casing, surface equipment, plants, rolling stock and other equipment) located on the properties described in subsections W, Qù, (£} and @ above and used in connection with the exploration, development, operation or maintenance thereof, ., .,'......,'.........~.,',' "",c. \ ,'·_';·".~i'.·~:'.~':,,¡.,. ., 091.Sa75 C()0449 The properties, rights and interests specified in the foregoing subsections @}, (Q) and (ç}, are herein sometimes collectively called the "Oil and Gas Properties", and the properties, rights and interests specified in the foregoing subsections @}, (Q), (ç}, @ and W, are herein sometimes collectively called the "Properties". (f) Excluded Properties, The Properties do not include, and there is hereby expressly excepted, excluded therefrom, and reserved to Grantors: (i) all rights and choses in action, arising, occurring or existing in favor of Grantors prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Grantors and relating and accruing to any time period prior to the Effective Date ). Date; (ii) any accounts received or accounts payable accruing before the Effective (iii) Grantors; all corporate, financial, tax and legal (other than title) records of (iv) all contracts of insurance or indemnity; (v) all hydrocarbon production from or attributable to the Oil and Gas Properties with respect to all periods prior to the Effective Date, as described in Section I2(a) of the Agreement, as defined below, and all proceeds attributable thereto; (vi) any refund of costs, taxes or expenses borne by Grantors attributable to the period prior to the Effective Date; (vii) all Properties excluded from the purchase and sale contemplated by the Agreement under Section 8(a)(ii) of the Agreement; (viii) copies (but not the originals) of all Files (described in Section Il(b)(i) of the Agreement); (ix) except to the extent constituting the suspended funds on royalty, all deposits, cash, checks, funds and accounts receivable attributable to Grantors' interests in the Properties with respect to any period of time prior to the Effective Date; (x) all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Grantors; and (xi) any logo, service mark, copyright, trade name or trademark of or associated with Grantors or any affiliate of Grantors or any business of Grantors or of any affil ¡ate of Grantors, (xii) the Echo CO2 Fluid Level Machine Serial Number 0-88280, 2 ¡jmm@r~~;~~i~;: ~miillm [;"~:~m :, ,.,;~.',\', \T, 1~1 .1, .;!; ~.' ..' .",i-t!~,,¡. d.·' '0 ,C.",""""",",,,,,,,"".',',, , .,........"".......,.. - . "l> ""J - 091.9.--~ Ii ~ f/1!"'450 'J .) U These excluded properties are collectively referred to as the "Excluded Properties." Grantee shall not be responsible for, and Grantors expressly retain, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date, It is understood that certain of the Excluded Properties may not be embraced by the term "Properties", and therefore the fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall be not used to interpret the meaning of any word or phrase used in describing the Properties, TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns, forever. SUBJECT TO THE PERMITTED ENCUMBRANCES (AS HEREINAFTER DEFINED), GRANTORS AGREE TO WARRANT AND FOREVER DEFEND TITLE TO THE SUBJECT PROPERTIES UNTO GRANTEE AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING, OR TO CLAIM THE SAME, OR ANY PART THEREOF, BY, THROUGH OR UNDER GRANTORS, BUT NOT OTHERWISE. "Permitted Encumbrances" shall mean: (i) liens for taxes which are not yet delinquent, (ii) a mechanic's or materialmen's lien (or similar lien) or a lien under an operating agreement or similar agreement to the extent the same relates to expenses which are not yet delinquent, (iii) a lien or other encumbrance set forth in any (x) instrument or agreement provided to Grantee at Grantors' offices in Houston for Grantee's review, or (y) instrument or agreement that appears of record as of the Effective date, in the real property records of the respective counties in which the Properties are located, (iv) lessor's royalties, overriding royalties, reversionary interests, and similar burdens that do not operate to reduce the "Net Revenue Interest" of Grantee, as successors to Grantors, in any of the Oil and Gas Properties to less than the amount set forth on Schedule I to the Agreement, (v) the consents and preferential rights identified by Grantors and Grantee in the Agreement, (vi) the Basic Documents, as such term is defined in the Agreement, and (vii) any other instrument, contract or agreement insofar as they do not operate to (x) increase the "Working Interest" of Grantee, as successors to Grantors, set forth on Schedule I to the Agreement for any of the Oil and Gas Properties without a corresponding increase in the "Net Revenue Interest" to be received by Grantee; and (y) decrease the "Net Revenue Interest" of Grantee, as successor to Grantors, set forth on Schedule I to the Agreement for any of the Oil and Gas Properties, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH ABOVE, THIS CONVEYANCE IS MADE WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND GRANTORS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH ABOVE, THE SUBJECT PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO TITLE TO THE PROPERTIES OR RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE DOCTRINE OF AFTER ACQUIRED TITLE SHALL NOT APPLY TO THIS CONVEYANCE AND THAT THE GRANTORS SHALL NOT BE 3 .l:1;r.'~n;·:;",J~:¡:,,,· , :. " ,; j ; r , ' ~ ' " , ' " ;' : ' i' ,', ... ;""';';"",;;;':'" . <6 "'\, !r""'.'~ ;:-.... Q91.9.j l':::~ ESTOPPED FROM ASSERTING ANY AFTER ACQUIRED RIGHT, TITLE OR INTEREST. GRANTEE HAS INSPECTED, OR WAIVED ITS RIGHT TO INSPECT, THE SUBJECT PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM"). GRANTEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTIES, AND GRANTEE ACCEPTS ALL OF THE SAME IN THEIR "AS IS", "WHERE IS" CONDITION. ALSO WITHOUT LIMITATION OF THE FOREGOING, GRANTORS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO GRANTEE IN CONNECTION WITH THIS CONVEYANCE OR ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO GRANTEE BY GRANTORS OR BY GRANTORS' AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORM A TION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY GRANTORS OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO GRANTEE ARE PROVIDED GRANTEE AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST GRANTORS AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT GRANTEE'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW. ·:10451 This Conveyance is made subject to that certain Agreement of Sale and Purchase (the "Agreement") between Grantors and Grantee dated April 18, 2006, Such Agreement contains certain representations, warranties and agreements between the parties, some of which may survive the delivery of this Conveyance, as provided for therein, The warranties, representations, covenants and indemnities contained in the Agreement that survive the delivery of this Conveyance shall not be merged into this Conveyance or be otherwise negated by the execution or delivery of this Conveyance, and this Conveyance shall not be construed to amend the Agreement or vary the rights or obligations of either Grantors or Grantee from those set forth in the Agreement. Copies of the Agreement are available at the offices of Grantors and Grantee at the above addresses, Grantors agree to execute and deliver to Grantee, from time to time, such other and additional instruments, notices, division orders, transfer orders and other documents, and to do all such other and further acts and things as may be necessary to more fully and effectively grant, convey and assign to Grantee the Properties, This Conveyance is being executed in several counterparts all of which are identical except that, to facilitate recordation, certain counterparts hereof may contain only that portion of Exhibit A which contains specific descriptions of properties located in the recording jurisdiction in which the particular counterpart is to be recorded, with other portions of Exhibit A being included in such counterparts by reference only, All of such counterparts together shall constitute one and the same instrument. 4 ~:If~~mf:ilimf~,~;_! f:;:!:¡:::~rom::~ b~':'~i:¡~,!d!~ 8" . " ]I ::"1;i~j¡*r¡~;r~:;::i:i¡ ""'.'·I!'.Ln:;:~·£:,._" 1~.' , "·""-'"".-0"'0:" " 1°"'}~)!:.- o~:r· ...J"'~ i '<.,j (1''')(',452 \..i,) t,.," . IN WITNESS WHEREOF, this Conveyance has been executed by Grantors on the date of its acknowledgment effective as to runs of oil and deliveries of gas, and for all other purposes, as of 7 :00 a,m. local time at the locations of the Properties, on March 1, 2006 (the "Effective Date"), JOURNEY ACQUISITION - I, L.P. By: Journey Oil & Gas, L.L.c. Its: Gene~Partner By: /~ ð.A- Brian A, Baer President JOURNEY 2000, L.P, By: Journey Oil & Gas, L.L.c. Its: General Partner By:~a~ Brian A. Baer President 5 _' """C~'. .,..~_'" :.' '....' , . ".'_.._"C·~·""""i.","",,,,__ .',' .'Î{'.'453 .J v O\Lh';¡ O")~J""'" J A;;f.:1I ,~..~ rl". ,:"1 [WYOMING] ACKNOWLEDGMENTS STATE OF TEXAS § § § COUNTY OF HARRIS This instrument was acknowledged before me on June C\ , 2006 by Brian A, Baer, President of Journey Oil & Gas, L.L.c., a Texas limited liability company as general partner of Journey Acquisition-I, L.P., a Texas limited partnership on behalf of said limited partnership, IN WITNESS WHEREOF, given under my hand and official seal as of the first day written above, œ NMIÐA DICIŒS Mv CommIIIIon ExøireI L] July 2', 2Q09 \~ ~ .Jf2,(c. k?vo Notary Public in the State of Te~t\,<;' STATE OF TEXAS § § § COUNTY OF HARRIS This instrume~t was acknowledged before me on June ..::L, 2006, by Brian A, Baer, President of Journey Oil & Gas, L.L.c., a Texas limited liability company as general partner of Journey 2000, L.P" a Texas limited partnership on behalf of said limited partnership, IN WITNESS WHEREOF, given under my hand and official seal as of the first day written above, @ AMAHDA DICKES Mv Cornmllllon Expires It EAL] July 21, 2009 ~~Dt..-.-d.CÄ-oLÞ~ Notary Public in the State of \' -tX.CÃ ~ 6 d¡m¡m!i¡~~¡,:~:· f:¡¡::::¡m~;¡;:~~.::~ Ii:.i~~:t;,;,~~ 09j~9375 r,r,,'''454 ,,/ .Jt: .....' co IX) cu 0) ... .-- ra "- Q .-- "- .-- .-- ~ =i~ t: a..W 0 .cZ +: -"<t C- co__ ';: -w u sz I/) cu N Ö Q ...... ...... ..- a:: c: , .Q z 0 1:5 N () I-C/) c: .Q ro L- 0 C- L- 0 () >- c:( QJ E? ~ QJ () I/) c: .c I/) W QJ .s:: ...J u )( :;:; W c: ~ ::{ ro L- () c: () (9 ro u ï:: () E .... « 0 ...... 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