HomeMy WebLinkAbout950095ASSIGNMENT AND BILL OF SALE
RECEIVED 10/19/2009 at 3:40 PM
RECEIVING # 950095
BOOK: 734 PAGE: 173
KNOW ALL MEN BY THESE PRESENTS: JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
That, this Assignment and Bill of Sale (the "Assignment ) aatea ettective as of 7:00 a.m.,
local time, July 1, 2009, hereinafter referred to as the "Effective Time", is from St. Mary Land &
Exploration Company, a Delaware corporation, whose address is 1776 Lincoln Street, Suite 700,
Denver, Colorado 80203 ("Assignor") to Beartooth Oil & Gas Company, a Montana corporation,
whose address is 2812 1 st Avenue North, Suite 525, Billings, Montana 59101 ("Assignee").
For and in consideration of the sum of One Hundred Dollars ($100.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor,
Assignor does hereby grant, bargain, sell, assign and convey unto Assignee, all of Assignor's right,
title, and interest in and to the following:
All rights, titles, and interests of Assignor, of whatever kind or character, whether legal or
equitable, and whether vested or contingent, in and to the oil and gas leases (the "Leases") described
on Exhibit A attached hereto and the lands described on such Exhibit A (the "Lands") together with
any overriding royalties, production payments, and net profits interests in such Lands or such
Leases.
All rights, titles, and interests of Assignor 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 and in and to the properties covered and the units created thereby,
including, without limitation, all units formed under orders, rules, regulations, or other official acts
of any federal, state, or other authority having jurisdiction, voluntary unitization agreements,
designations, and/or declarations, relating to the Lands.
All of Assignor's right, title, and interest in any and all wells located on or attributable to the
Leases and the production therefrom (the "Wells") including those listed on Exhibit B attached
hereto, and all the equipment, materials, fixtures, platforms, and facilities, pipelines and other
personal property used or useful in connection with the production, gathering, storing, measuring,
treating, operating, maintaining, marketing, or transportation of production from the Lands or
Leases or land pooled, communitized, or unitized therewith (the "Equipment").
All of Assignor's right, title, and interest in all contracts and contractual rights insofar and
only insofar as they relate to the Lands, Leases, Wells, and Equipment including without limitation,
unit agreements, surface leases, oil and gas leases and/or subleases and assignments, mineral deeds,
royalty deeds, operating agreements, easements, right-of-ways, farmout and farmin agreements, and
all similar rights leased or owned by Assignor, and oil and gas sales, purchase, exchange and
processing contracts and agreements, whether of record or not (the "Contracts").
Assignor's interest in the Lands, Leases, Wells, Equipment, Contracts, and the general
matters described in the preceding paragraph shall hereinafter together be called the "Interests".
L 0&1 4
TO HAVE AND TO HOLD the Interests unto Assignee, its successors and assigns, forever.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS ASSIGNMENT IS EXECUTED
WITHOUT ANY WARRANTY OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR
REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE EQUIPMENT OR
OTHER PERSONAL PROPERTY INCLUDED IN THE INTERESTS OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE, FREEDOM FROM REDHIBITORY VICES OR DEFECTS
AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR
REPRESENTATION WHATSOEVER. IT IS UNDERSTOOD AND AGREED THAT
ASSIGNEE SHALL HAVE INSPECTED THE INTERESTS FOR ALL PURPOSES,
INCLUDING WITHOUT LIMITATION FOR THE PURPOSE OF DETECTING THE
PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (HEREINAFTER
REFERRED TO AS "NORM") AND MAN MADE MATERIAL FIBERS (HEREINAFTER
REFERRED TO AS "MMMF") AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT
NOT LIMITED TO CONDITIONS RELATED TO THE PRESENCE, RELEASE, OR
DISPOSAL OF HAZARDOUS SUBSTANCES, AND THAT ASSIGNEE IS RELYING SOLELY
UPON THE RESULTS OF SUCH INSPECTION OF THE INTERESTS AND SHALL ACCEPT
ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION, ASSIGNOR
SHALL MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO
THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION, OR MATERIALS
HERETOFORE OR HEREAFTER FURNISHED ASSIGNEE IN CONNECTION WITH THE
INTERESTS, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES
(IF ANY) ATTRIBUTABLE TO THE INTERESTS OR THE ABILITY OF THE INTERESTS
TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, INFORMATION, AND
OTHER MATERIALS FURNISHED BY ASSIGNOR IS PROVIDED TO ASSIGNEE AS A
CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT
ASSIGNEE'S SOLE RISK.
This Assignment is made subject to the terms and provisions of the Leases and the
Contracts and from and after the Effective Time, Assignee agrees to be bound by the terms thereof.
This Assignment is made subject to all valid rules, orders, and regulations of governmental
agencies asserting jurisdiction over the Interests and Assignee shall promptly obtain and maintain
all permits required by public authorities in connection with the Interests.
After the Effective Time, Assignee agrees to accept full responsibility for Assignor's
proportionate costs for the maintenance, repair, removal, and/or plugging and abandonment, and
site restoration related to the Wells, Equipment, Leases, and Lands included in this transaction. All
plugging, abandonment, and reclamation activities conducted by Assignee shall be performed in
compliance with all applicable laws, orders, rules, and regulations.
Taxes are to be allocated on the basis of the Effective Time. Assignor will pay those taxes
attributable to the Equipment and the production from the Wells accruing up to the Effective Time
and Assignee will pay those taxes attributable to the Equipment and the production from the Wells
accruing thereafter.
All revenues accrued and expenses incurred by Assignor subsequent to the Effective Time
of this Assignment including, but not limited to, operating expenses, lease maintenance expenses,
royalties, taxes, and the like, will be credited or charged, as applicable, to Assignee. The parties
agree to complete a final accounting and settlement of revenues and expenses regarding the
Interests within ninety (90) days of the date of this Assignment such that all revenues and expenses
accruing prior to the Effective Time will belong to or be the obligation of Assignor, and those
accruing on or after the Effective Time shall belong to or be the obligation of Assignee.
Provided Closing occurs and to the extent not otherwise addressed by the express
provisions of this Assignment, Assignee assumes full responsibility and liability for the
following occurrences, events, conditions, and activities on, or related to, or attributable to the
ownership or operation of the Interests (the "Environmental Obligations") regardless of whether
arising from the ownership or operation of, or relating to, the Interests before or after the
Effective Time, and regardless of whether resulting from any acts or omissions, of Assignor or its
Representatives (INCLUDING THOSE ARISING FROM THE SOLE, JOINT, OR
CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ASSIGNOR
OR ANY OF ASSIGNOR'S REPRESENTATIVES) or the condition, including the
environmental condition, of the Interests when acquired:
i. Environmental pollution or contamination, including pollution or contamination of the
soil, groundwater, or air by hydrocarbons, drilling fluid or other chemicals, brine,
produced water, NORM, asbestos containing materials, lead based paint, mercury, or any
other substance, and any other violation of environmental laws or laws now or hereafter
in effect relating to the protection of natural resources;
ii. Underground injection activities and waste disposal;
iii. Clean-up responses, and the cost of remediation, control, assessment, or compliance with
respect to surface and subsurface pollution caused by spills, pits, ponds, lagoons, or
storage tanks;
iv. Failure to comply with applicable land use, surface disturbance, licensing, or notification
requirements;
v. Disposal on the Interests of any hazardous substances, wastes, materials, or products
generated by or used in connection with the ownership, development, operation, or
abandonment of any part of the Interests; and
vi. Non-compliance with laws, including laws relating to the protection of natural resources,
environmental laws, or any other requirements (now or hereafter in effect) of applicable
governmental authorities.
Assignor and Assignee shall execute, acknowledge, and deliver or cause to be executed,
acknowledged, and delivered such instruments and take such other action as may be necessary or
advisable to carry out their obligations under this Assignment and under any document, certificate,
or other instrument delivered pursuant hereto.
C- 0 0" 17 6
Assignor warrants to Assignee and its successors and assigns title to the Interests against
claims and demands of all persons whomsoever claim the same or any part thereof by, through, or
under Assignor, but not otherwise.
Assignor also hereby grants and transfers to Assignee, its successors and assigns, to the
extent so transferrable, the benefit of and the right to enforce the covenants and warranties, if any,
which Assignor is entitled to enforce with respect to the Interests.
This Assignment may be executed in several counterparts, all of which are identical, except
that, to facilitate recordation, only that portion of Exhibits "A" and "B" which contains specific
descriptions of the Interests located in the recording jurisdiction in which the particular counterpart
is to be recorded are included, and other portions of Exhibits "A" and "B" are included by reference
only. All of such counterparts together shall constitute one and the same instrument. Complete
copies of this Assignment containing the entire Exhibits "A" and "B" have been retained by
Assignor and Assignee.
EXECUTED the date of acknowledgment for each of the undersigned, but effective as of
the above-stated Effective Time.
ASSIGNOR:
ST. MARY LAND & EXPLORATION
COMPANY
By:
Name: enneth J. ott
Title: Vice President, Business Development and Land
ASSIGNEE:
BEARTOOTH OI GAS COMPANY
By:
Name: Laura L. Roberts
Title: President
STATE OF TEXAS )
ss.
COUNTY OF HARRIS )
This instrument was acknowledged before me on Septembe& , 2009, by Kenneth J.
Knott, as Vice President, Business Development and Land of ST. MARY LAND &
EXPLORATION COMPANY, a Delaware corporation, on behalf of said corporation.
Witness my hand and official seal.
(SEAL) ~►r~ VICKI W. CARTLEDGE
NOTARY PUBLIC STATE OF TEXAS
cMoq ems:
OF Z~- O 1-09-201 3
My commission expires wrt i e
Notary Public
STATE OF ~I )
ss.
COUNTY OF
This instrument was acknowledged before me on 6e-1 e - I , 2009, by Laura
L. Roberts, as President of BEARTOOTH OIL & GAS COMPANY, a Montana corporation, on
behalf of said corporation.
Witness my hand and official seal.
(SEAL)
My commission expires:
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Notapf-Public
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