HomeMy WebLinkAbout949204ASSIGNMENT AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
THAT, DAVIS PETROLEUM CORP., a Delaware corporation, whose address is
555 Seventeenth Street, Suite 1400, Denver, Colorado 80202, herein called "Assignor,"
in consideration of Ten Dollars ($10.00) and other good and valuable consideration to it
in hand paid, the receipt and sufficiency of which are hereby acknowledged, does hereby
grant, convey, sell, assign, and transfer unto Western American Resources, LLC whose
address is 555 17th Street, Suite 1400, Denver, Colorado 80202, herein called "Assignee,"
the following interests:
1. all of Assignor's working interest in and to the leases (whether one or
more) and lands described on Exhibit "A" attached hereto and made a part hereof (the
"Leases"); together with the rights incident thereto, the personal property thereon,
appurtenant thereto, or used or obtained in connection with said Leases; AND for the
same consideration stated hereinabove, Assignor does hereby grant, convey, sell, assign,
and transfer unto the said Assignee all of Assignor's working interest in and to the well
bore of the following wells together with all casing, leasehold equipment, and personal
property in or on or used in connection with said well or wells (hereinafter collectively
referred to as the "Property").
Delaware Deep Unit #4 (NE Sec. 36-T26N-R98W, Sweetwater Cty, Wy)
Osborne Spring Unit 32-14 (SESW Sec. 32-T26N-R97W, Sweetwater County, Wy
Wheatgrass Federal #1-25 (SWNE Sec. 25-T38N-R62W, Niobrara Cty, Wy)
Breckenridge Unit 32-18-35-67 (SWNE Sec. 18-T35N-R67W, Converse County, Wy)
Breckenridge Unit 43-18-35-67H (NESE Sec. 18-T35N-R67W, Converse County, Wy)
Hickory Federal #4-20 (NW Sec. 20-T15N-R112W, Uinta Cty, Wy)
2. identical interests in the production of oil, gas or other minerals, inclusive
of royalties, overriding royalties, production payments, rights to take royalties in kind, or
other interests in production of oil, gas or other minerals; rights and actions to enforce
such rights which Assignor now has, has ever had, or may have in the future against any
purchaser of production from Assignor's Property assigned herein, insofar as said rights
may relate to pricing, payment and take-or-pay provisions of gas purchase contracts
executed by said purchaser, regardless of when such claims may have arisen and insofar
as said rights relate to the Property; provided, however, Assignor excepts from this
Assignment and reserves unto itself any presently existing overriding royalty interests
shown of record that are owned by Assignor;
RECEIVED 9/1/2009 at 11:13 AM
RECEIVING # 949204
BOOK: 730 PAGE: 851
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
3. identical interests derived from unit agreements, orders and decisions of
state and federal regulatory authorities establishing units, joint operating agreements, gas
balancing agreements, gas purchase agreements, enhanced recovery and injection
agreements, farmout agreements and farmin agreements, options, drilling agreements,
exploration agreements, assignments of operating rights, working interests, subleases and
rights above or below certain footage depths or geological formations, and all rights
provided by statute or common law relating to participation in proceeds of production
sold, whether or not accruing prior to the effective date of this Assignment and Bill of
Sale, to the extent same is attributable to the Property; and
4. identical interests in all rights-of-way, easements, servitudes, and
franchises acquired or used in connection with operations for the exploration and
production of oil, gas or other minerals on or from the Property, including the rights to
permits and licenses of any nature owned, held or operated in connection with said
operations.
Assignor and Assignee, in consideration of the mutual benefits to be derived
hereunder, understand and agree to the following terms and conditions:
a. Assignee hereby agrees that as to those matters attributable to the period
of time from and after the effective date of this instrument, as hereinafter set forth, to
assume its proportionate part of any and all terms and provisions of the Leases and any
and all existing royalties, excess royalties, overriding royalty interests or other burdens
out of production with which said Leases may be burdened. Assignor hereby retains
responsibility for the performance and payment of, as to those matters attributable to the
period of time prior to the effective date, its proportionate part of any and all terms and
provisions of the Leases and any and all existing royalties, excess royalties, overriding
royalties or other burdens out of production with which said Leases may be burdened.
b. Assignee hereby agrees to assume Assignor's proportionate share of all
responsibility for said well, the casing, leasehold equipment, plugging requirements or
exceptions thereto, including bonding requirements, in and on said well or wells, and all
other personal property used or obtained in connection therewith, as to matters
attributable to the period of time from and after the effective date of this Assignment and
Bill of Sale, and Assignee agrees to protect, defend, indemnify and hold Assignor and its
employees free and harmless from and against any and all costs, expenses, claims,
demands and causes of action of every kind and character attributable to the period of
time on or after the effective date of this Assignment and Bill of Sale arising out of,
incident to, or in connection with the above-described Leases, lands, wells, casing,
leasehold equipment and other personal property.
C, Assignor agrees to protect, defend, indemnify and hold Assignee and its
employees free and harmless from and against any and all costs, expenses, claims,
demands and causes of action of every kind and character attributable to the period of
time prior to the effective date of this Assignment and Bill of Sale arising out of, incident
2
to or in connection with the interests assigned herein in the above-described Leases,
lands, wells, casing, leasehold equipment and other personal property. CJMV6853
d. Notwithstanding anything to the contrary herein, Assignee assumes all
rights or obligations associated with gas imbalances attributable to the Property,
regardless of when such imbalances occurred or accrued.
This Assignment is made subject to the terms and provisions of that certain
unrecorded Purchase and Sale Agreement by and between Assignor and Assignee dated
May 12, 2009.
Assignor does hereby agree to warrant and defend title to the interest conveyed
herein against the claims and demands of all persons whomsoever claiming or attempting
to claim the same by, through or under Assignor, but not otherwise. Notwithstanding the
limited nature of this warranty, Assignee is hereby granted the right to full subrogation
and substitution of warranties heretofore made or given, and all such covenants of
warranty are hereby transferred and assigned to Assignee.
Upon request by Assignee hereafter, Assignor agrees to execute, acknowledge,
and deliver to Assignee any additional instruments, notices, division orders, transfer
orders, authorizations, consents, documents requested by purchasers of production,
agencies of the government or other parties and to do any other acts and things which in
Assignee's opinion may be necessary to effectuate the purposes of this instrument.
TO HAVE AND TO HOLD the same unto the said Assignee forever. The
provisions hereof shall be covenants running with the land and shall inure to the benefit
of and be binding upon Assignor and Assignee, their personal representatives, successors
and assigns.
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IN WITNESS WHEREOF, the undersigned have executed this instrument on the
date of acknowledgements annexed hereto, but to be effective for all purposes from and
after 12:01 a.m., M.S.T., the I" day of July, 2009.
ASSIGNOR:
DAVIS PETROLEUM CORP.,
a Delaware corporation
By:
Russell A. Spencer
Vice President
ASSIGNEE:
Western American urLC
By:
Edward Neibauer
Managing Member
4
(Corporate Acknowledgment)
State of Colorado )
)ss
County of Denver )
0016+855
On this 3rd day of August, 2009, before me personally appeared Russell A. Spencer, to me
personally known, who, being by me duly sworn, did say that he is the Vice President for Davis
Petroleum Corp. and that the foregoing instrument was signed in behalf of said Delaware
corporation by authority of its Board of Directors, and Russell A. Spencer acknowledged said
instrument to be the free act and deed of said Delaware corporation.
Witness my hand and seal this 3rd day of August, 2009.
My commission expires: 10'02.
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Notary Public
(LLC Acknowledgment)
State of ~0)
)ss
County ou
On this 3rd day of August, 2009, before me personally appeared Edward Neibauer, to me
personally known, who, being by me duly sworn, did say that he is Managing Member for
Western American Resources, LLC, and Edward Neibauer acknowledged said instrument to
be the free act and deed of said Limited Liability Company.
Witness my hand and seal this 3rd day of August, 2009.
My commission expires: In-I ro - 014
Notary Public
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