HomeMy WebLinkAbout948800RECEIVED 8/6/2009 at 10:26 AM
RECEIVING # 948800
BOOK: 729 PAGE: 355
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assi meeaY), a d
effective July 1, 2009 at 7:00 a.m., local time where the Assets (defined below) are located (the
"Effective Time"), is from CIMAREX ENERGY CO., a Delaware corporation, KEY
PRODUCTION COMPANY, INC., a Delaware corporation, and PRIZE ENERGY
RESOURCES, L.P., a Delaware limited partnership (each an "Assignor" and collectively,
"Assignors"), 1700 Lincoln Street, Suite 1800, Denver, Colorado 80203, to CIM ENERGY
PROPERTIES, LLC, a Nevada limited liability company ("Assignee"), 1333 North Buffalo Dr.,
Suite 140, Las Vegas, Nevada 89128.
For $100.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Assignor hereby sells, assigns, transfers, grants, bargains,
and conveys to Assignee all of such Assignor's right, title and interest, in and to the following
(all of which are collectively called the ".Asset-."),-
I . The leasehold estates created by the oil and gas leases described in Exhibit A
whether or not correctly described in Exhibit A (collectively, the "Leases"), and the oil, gas and
all other hydrocarbons ("Hydrocarbons") attributable to the lands covered by the Leases (the
"Lands"), including all working interests, royalty interests, overriding royalty interests, net
profits interests and all other leasehold interests related to the Lands and Leases.
2. All wells located on the Leases and Lands, including the oil and gas wells
described in Exhibit B, whether or not correctly described in Exhibit B, together with all
injection and disposal wells on the Leases or Lands or on lands pooled or unitized therewith, and
all personal property, equipment, fixtures, improvements, permits, rights-of-way and easements
used in connection with the production, gathering, treatment, processing, storing, sale or disposal
of Hydrocarbons or water produced from the properties and interests described in Section 1.
3. The unitization, pooling and communitization agreements, declarations and
orders, and the units created thereby (the "Units") related to the properties and interests
described in Sections 1 and 2 and all other such agreements relating to the production of
Hydrocarbons, if any, attributable to said properties and interests.
4. All existing and effective sales, purchase, exchange, gathering, transportation and
processing contracts, operating agreements, balancing agreements, farmout agreements, service
agreements and other contracts, agreements and instruments, insofar as they relate to the
properties and interests described in Sections 1 through 3.
5. Geologic, geophysical and internal interpretive data and analyses, including
without limitation, seismic data and licenses, to the extent transferable and insofar as they relate
to the properties and interests described in Sections 1 through 3.
6. All of Assignors' right, title and interest in and to the files and records relating
directly to the items described in Sections 1 through 5 maintained by Assignors, to the extent
disclosure of the same to Assignee is not restricted by confidentiality, licensing or other
agreements with third parties.
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TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever.
This Assignment is made and accepted expressly subject to the following terms and
conditions:
A. This Assignment is executed without warranty of any kind, either express or
implied, except each Assignor specially warrants and agrees to defend such Assignor's title to
the Assets, including to the extent of the working interests and net revenue interests in the
currently producing formations included in the Assets described in Exhibit B, against the lawful
claims and demands of all persons claiming or to claim the same or any part thereof by, through
or under such Assignor, but not otherwise.
B. EXCEPT AS SET FORTH IN PARAGRAPH A ABOVE, THIS
ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY HIND, EITHER
EXPRESS, IMPLIED OR STATUTORY. EACH ASSIGNOR EXPRESSLY DISCLAIMS
AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL
PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVEABLE PROPERTY
COMPRISING ANY PART OF THE ASSETS, INCLUDING (a) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR
EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS, (d) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUES TO
CLAIM DIMINUTION OF CONSIDERATION, AND (e) ANY CLAIM BY ASSIGNEE
FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT
BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL
PROPERTY, FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO
ASSIGNEE "AS IS", "WHERE IS", WITH ALL FAULTS, AND IN THEIR PRESENT
CONDITION AND STATE OF REPAIR.
C. Assignee shall, to the extent permitted by law, be subrogated" to each Assignor's
rights in and to warranties given with respect to the Assets. Each Assignor hereby grants and
transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by
law, the benefit of and the right to enforce the covenants and warranties, if any, which such
Assignor is entitled to enforce with respect to the Assets, but only to the extent not enforced by
such Assignor.
D. The references herein to liens, encumbrances, burdens, defects and other matters
are for the purpose of defining the nature and extent of each Assignor's special limited warranty
given in paragraph A above, and such references shall not be deemed to ratify or create any
rights in third parties or merge with, modify or limit the rights of Assignors or Assignee, as
between themselves, as set forth in the Purchase Agreement (defined below) or other documents
executed in connection therewith.
E. Unless provided otherwise, all recording references in the Exhibits hereto are to
the official real property records of the county or counties in which the Assets are located.
2
N1418329 vl den
7 ' P r
F. Separate assignments of the Assets maybe executed on officially appro e~l''~s
by Assignors to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory
requirements. Those assignments shall be deemed to contain all of the exceptions, reservations,
warranties, rights, titles, power and privileges set forth herein as fully as though they were set
forth in each such assignment. The interests conveyed by such separate assignments are the
same, and not in addition to, the Assets conveyed herein.
G. This Assignment binds and inures to the benefit of Assignors and Assignee and
their respective successors and assigns.
H. This Assignment may be executed in any number of counterparts, and by different
parties in separate counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute but one instrument.
1. To facilitate recordation, there are omitted from Exhibit A in certain counterparts
descriptions of property located in recording jurisdictions other than the jurisdiction in which the
particular counterpart is to be filed or recorded.
J. This Assignment is made and accepted expressly subject to the terms and
conditions of that certain unrecorded Purchase and Sale Agreement, dated June 12, 2009
between Cimarex Energy Co., Key Production Company, Inc., and Prize Energy Resources, L.P.
and Black Bear Oil Corporation, an affiliate of Assignee (the "Purchase Agreement"), the teens
and provisions of which shall survive the execution and delivery of this Assignment in
accordance with the terms of the Purchase Agreement, and said terms and provisions shall not be
merged into the terms of this Assignment.
[Signature Page Follows]
#1418329 vl den
EXECUTED on the dates contained in the acknowledgments of this Assignment, to be
effective for all purposes as of the Effective Time.
ASSIGNORS:
CIMAREX ENERGY CO.,
a Delaware corporation
41
By:
Name: Stephen P. BE
Title: Senior Vice President
KEY PRODUCTION COMPANY, INC.,
a Delaware corporation
By:
Name: Stephen P. ell
Title: Senior Vice President
PRIZE ENERGY RESOURCES, L.P.,
a Delaware limited partnership
By: Prize Operating Company, its General Partner
By:
Name: Stephen P. B
Title: Senior Vice President
ASSIGNEE:
CIM ENERGY PROPERTIES, LLC,
a Nevada limited liability company
By:
Name: A-) A w1A
Title: CFV
[SIGNATURE PAGE FOR ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
#1418329 vl den
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
This instrument was acknowledged before me this if"day of July, 2009 by Stephen P.
Bell, Senior Vice President of Cimarex Energy Co., a Delaware corporation, on behalf of said
corporation.
Witness my hand and official seal.
My commission expires:
(SEAL)
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Notary Public
R f T` y
OT A
clA 'A~/ \G c•Q
OF CO-0,;
My Commission Expires 1011312009
This instrument was acknowledged before me this lk~ day of July, 2009 by Stephen P.
Bell, Senior Vice President of Key Production Company, Inc., a Delaware corporation, on behalf
of said corporation.
(SEAL)
Witness my hand and official seal.
Notary Public '
My Commission Expires 1011312009
[ACKNOWLEDGEMENT PAGE FOR ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
#1418329 v1 den
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
to C' 0 V- sad 0
This instrument was acknowledged before me this Iq - day of July, 2009 by Stephen P.
Bell, Senior Vice President of Prize Operating Company, General Partner on behalf of Prize
Energy Resources, L.P., a Delaware limited partnership.
Witness my hand and official seal.
v.
Not ry Public
9~~• FCC
My commission expires:
My Commission Expires 1011312009
(SEAL)
[ACKNOWLEDGEMENT PAGE FOR ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
#1418329 vl den
STATE OF IV Q Jo. ss.
COUNTY OF 0 16 irk- )
Ll G7 .
This instrument was acknowledged before me this u3 day of 2009 by
P6yL- 4,oftuS as Gf--) of CIM Energy Properties, LLC, a Nevada limited
liability company, on behalf of said limited liability company.
Witness my hand and official seal.
Notary Public
My commission expires:
y r FLaINE CASILE
NOTARY PULUO
W.&2
(SEAL) SPATE of ENEVADA
pmt d' Dat>lO a No. 07-41614
[ACKNOWLEDGEMENT PAGE FOR ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
#1415329 vI den
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