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Home My WebLink About876294 i"' .... ....... '- ~' ASSIGNMENT BILL OF SALE AND CONVEY "_ -~-:,,-~, i.,:',,,l-!5~ ~,. THIS ASSIG~ENT, B~L OF SALE AND CO~EYANCE ("Assi~ment"), dated effective as of June 1, 2001, at 7:00 a.m., local time ("Effective Date"), is ~om LABARGE MINE~LS, INC., P.O. Box 209, La Barge, Wyoming, 83123 ("Assi~or") to TOM BROWN, INC., 555 17tn S~eet, Suite 1850, Denver, Colorado, 80202 ("Assignee"). For $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby ac~owledged by Assignor, Assi~or does hereby ~ansfer, ~ant, bargain, sell, convey and assi~ to Assi~ee, and Assi~ee hereby accepts and assumes the obligations with respect thereto, the following (collectively, the "Subject Properties"): A. All of Assignor's right, title and interest in and to the oil and gas leases ("Leases") and wells ("Wells") described on Exhibit "A, aaached hereto (including ove~iding royalty interest, if any) together with all the proper~ and rights appurtenant or incidentt thereto, including, without limitation, (a) the rights of Assignor in oil, gas and a~sociated substances ~ and other minerals .produced or producible kom or atkibutable to the Leases and Wells, and (b) the con'esponding rights of Assi~or in, to and under'all operating a~eements, exploration a~eements, pooling or unitization a~eements, fa~out a~eements, product purchase and sale conkacts, pipeline and kansportation a~eements, processing and ~eatment a~eements, leases, pe~its, rights-of_Way, easements, licenses, ./ options, orders, conkacts and ins~ments relating to the Leases and Wells. B. All of Assi~or's right, title and interest in and to all of the personal properW, fixtures, improvements and other prope~ associated with the Leases and Wells, ~appurtenant to, or used or obtained by Assi~or exclusively in connection with the Leases and Wells or with the production, injection, ~eatment, sale or disposal of hydrocarbons and all/other substances produced therefrom or at~ibutable thereto, including, without limitation, well equipment, casing, ~bing, tanks, rods and tank batteries. TO HAVE ~ TOHOLD the Subject Propeaies unto Assi~ee, and the successors and assi~s of Ass~ee,' forever subject to and in accordance with all the provisions of this Assi~ment, including (without limitation) para~aphs 1 t~ough 3 below; and Assi~or hereby binds itself and its successors and assi~s, to wa=ant and forever defend, all and singular the Subject Prope~ies unto Assi~ee, 'and the successors and assi~s of ASsi~ee, against evew person whomsoever lawfully claiming or to claim the same or any part thereof by; t~ough or under Assi~or,'but not othe~ise. This Assi~ment is made with full substitution and subrogation of Assi~ee, its successors and assi~s~ in and to all covenants and wa~anties by others heretofore given or made in respect of the S ' ubject Prope~ies conveyed and kansfe~ed under this Assi~ment, whether recorded or unrecorded. THE P~T~S HE,TO AGUE THAT TO T~ EXTENT REQU~D TO BE OPE~T~E, THE DISCLA~ERS OF CERTA~ W~NTIES CONTA~D ~ THIS SECTION A~ "CONSPICUOUS" DISCLA~ERS FOR T~ PU~OSES OF EVERY APPLICABLE LAW, RULE OR O~ER. THIS ASSIG~ENT IS M~E A~ 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 OR 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 ASSIGI~OR OR ANY PETROLEUM ENGINEER OR ENGINEERJNG FIRM, ASSIGNOR'S COUNSEL OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO TIlE EXTENT EXPRESSLY SET FORTH IN THIS ASSIGNMENT, ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AS TO (A) THE TITLE TO 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 OTHER INTERPRETATIONS OR ECONOMIC EVALUATIONS; OR (D) ANY ENVIRONMENTAL CONDITION ON, IN, OR UNT)ER 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. Assignee shall assume full responsibility for the Subject Properties and shall protect, defend, indemnify and hold Assignor, its officers, directors, employees and agents, harmless from and against any and all losses, claims, and demands caused by or arising out of the ownership of or operations conducted on, the Subject Properties after the Effective Date. Subsequent to the Effective Date, Assignee agrees to assume any and all obligations of Assignor to plug and abandon and/or pay for the plugging and abandoning of the Wells pursuant to the applicable roles, laws, and/or regulati'~ns of the state regulatory agency, and Assignee agrees to indemnify and hold Assignor harmless from any obligation arising or resulting from the plugging and abandoning of the Wells.,, Assignee agrees to promptly file for and become successor Operator of the Wells in the records of the state regulatory agency having jurisdiction over the Wells. Assignor also hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable or permitted by law, the benefit of and the right to enforce the representations, warranties and covenants, if any, which Assignor is entitled to enforce with respect to the Subject Properties against Assignor's predecessors in title to the Subject Properties, but only to the extent not enforced by Assignor. This Assignment is binding on and shall inure to the benefit of Assignor and Assignee and their respective successors and assigns. ASSIGNOR: ATTEST: LABARGE MINERALs, INC. ,i ) ;., ..... ASSIGNEE: r~ ~T, TE~: :., TOM BROWN, INC. ~ & - - By: ~ creta~ ~ Rodne~el~ott, STATE OF COLO~DO ..) CITY AND CO~TY OF DE~ER ) Before me, on this ~-~x day of June, 2001, personally appeared R0~ey G. Mellott, Vice President- Land, for TOM BRO~, INC., ~own to me to be the person whose name is subscribed to the foregoing ins~ment, and ac~owledged to me that he executed the same for the p~oses and co~ideration therein expressed, in the capaciW therein stated, and as the act and deed of such co¢oration. Given under my hand and seal of office as of the day and year above ~itten. My co~ssion expires: ~ Nota~ Public - }~ e me, o~ t~s. day of 001, personally appeared ~~ as ..v ~/~~ of LAB~GE M~E~LS, INC., the person whoSe ~ is subscribed to the foregoing ins~ument, and ac~8wledged to me that he executed the same for the pu~oses and consideration therein expressed, in the capaciW therein stated, and as the act and deed of such co¢oration. Given under my hand and seal of office as of the day and year above ~i~en. My co~ssion expires: ~~ . ~' ~-' ~ ~ Nota~ Public EXHIBIT "A" 7 Attached to and made apart of that certain Assignment, Bill Of Sale And Conveyance by and between LaBarge Minerals, Inc., Assignor, and Tom Brown, Inc., Assignee dated'effective June 1, 2001. ,WELLS_ Well Name: Hanson Federal #10-17 (TBI #270546) Located: Township 26 North, Ranee 111 West Section 17:NW/4 County, State Lincoln County, Wyoming TBI Prospect WY-558 (Sublette Cutoff) Well Name: Haun Federal #10-9 (TBI #270269) Located: Township 26 North, Range 111 Wes~tt Section 9:NW/4 County, State Sweetwater County, Wyoming TBI Prospect WY-540 (Tri-County) Well Name: Haun Federal #40-5 (TBI #270538) Located: ~Nort_h, Range 111 West Section 5:SE/4 County, State Lincoln County, Wyoming TBI Prospect WY-540 (Tri-County) Well Name: Lodgepole #10-21 (TBI #270009) Located: Township_224 North, Range' 110 West Section 21: NW/4 . County, State Sweetwater County, Wyoming '~ TBI Prospect WY-555 (Juniper) LEASES Lessor: USA WYW-72845 (TBI #801342) Lease Date: October 1, 1981 Description: Town_ship 26 North~ Range ~ 11 West Section 17:W/2 Lincoln County, Wyoming Lessor: USA WYW-57837 (TBI #801438) Lease Date: March 1, 1973 Description: Township 26 North, Range 111 West Section 9: All .' Sweetwater County, Wyoming Lessor: USA WYW-38503 (TBI #801437) Lease Date: March 1, 1973 Description: .To~.wn. ship 26 North, Ranae 111 West Section 5:SE/4 Sweetwater County, Wyoming Lessor: : USA WYW-52065 (TBI #801499) Lease Date: October 1, 1975 Description: Township 24 North, Range 110 Wes1 Section 21:NW/4 Sweetwater County, Wyoming