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HomeMy WebLinkAbout873538873538 0i P Y 2 9 Pith 10:lt9 J EApgN N IE- '~'.y' cN E i Y\ 1'~li~lEl~l»f, V{iY0%IING ASSIGNMENT OF RIGHTS OF WAY STATE OF WYOMING § (BOOK ~r~pRpaGE' ~ 8 COUNTY OF LINCOLN § This ASSIGNMENT AND BILL OF SALE ("Assignment") dated the 4th day of May 2001, but effective as of 7:00 a.m., Mountain Time, on the 1 st day of March, 2001 ("Effective Time"), is from RIS RESOURCES (USA) INC., (hereinafter referred to as "Assignor") to MOUNTAIN GAS RESOURCES, INC., 12200 N. Pecos Street, Denver, Colorado 80234 (hereinafter referred to as "Assignee"). FOR Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby GRANTS, CONVEYS, SELLS and ASSIGNS to Assignee, the following properties (real, personal or mixed) and rights (contractual or otherwise): a. All of Assignor's undivided 50% interest in and to the rights of way, easements, servitudes, licenses, leaseholds and other rights and interest in land created by conveyances, grants, deeds, leases and other instruments described in Exhibit I, and all other rights of way, easements, servitudes, licenses, leaseholds and other rights and interest in land held by Assignor and used for or relating to the construction, ownership or operation of the Pipeline, as defined below; and, b. All of Assignor's rights, titles, interests and claims of any nature whatsoever in any of the foregoing, whether legal, beneficial, equitable or otherwise, and whether or not of record in the records of the county clerks and recorders for the counties in which any of the foregoing are located, and including, without limitation, all claims of title or ownership of any nature arising out of or related to the following: i. The C&O Agreement, as defined in the Purchase and Sale Agreement (which Purchase and Sale Agreement is defined in Section 4, below); and iii. The Asset Purchase Agreement, as defined in the Purchase and Sale Agreement; Whether or not those claims of ownership are matured or unmatured, or accrued or unaccrued. It is the express intention of the parties that the Properties include any and all right, title, interest and claim of ownership that Assignor has acquired or could have acquired under the C&O Agreement and the Asset Purchase Agreement, including under any instruments, assignments, bills of sale, stipulations or other indicia of ownership executed pursuant to or in connection with the C&O Agreement or the Asset Purchase Agreement. As used herein, the "Pipeline" means that certain gas gathering pipeline, known as the Bird Canyon Line, extending from the point known as Bird Canyon located in Section 34, Township 27 North, Range 111 1 tb 0873'1',S .j West, Sublette County, Wyoming, to a point near the Sherlock 15-8 well located in Section 8, Township 33 North, Range 109 West, Sublette County, Wyoming, together with all extensions thereto installed prior to, at or after Closing, and including all pipelines, valves, metering equipment, meter runs, fittings, flow lines, gathering lines, and together with all other equipment and facilities used in connection therewith or appurtenant thereto. All of the properties (real, personal and mixed) and rights (contractual or otherwise) described hereinabove are referred to as "Properties". TO HAVE AND TO HOLD the Properties, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Assignee, its successors and assigns, forever, subject to the following terms and conditions: 1. Special Warranty Of Title. Assignor represents and warrants that the Properties are free and clear of all liens, encumbrances, security interests or other adverse claims (excluding those asserted by a party under the C&O Agreement) arising by, through or under Assignor. Assignor shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claims the Properties or any part thereof by, through, or under Assignor, but not otherwise. 2. Compliance With Laws: This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations which are promulgated, issued or enacted by a governmental entity having appropriate jurisdiction. 3. Successors and Assigns. The terms, covenants and conditions contained in this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and such terms, covenants and conditions shall be covenants running with the land and with each subsequent transfer or assignment of the Properties, or any part thereof. 4. Purchase and Sale Agreement. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in that certain PURCHASE AND SALE AGREEMENT dated April 30, 2001, by and between Assignor and Assignee ("Purchase and Sale Agreement"), and the terms, covenants, representations, warranties, and conditions contained in the Purchase and Sale Agreement are incorporated herein by reference as though said terms, covenants and conditions were fully set forth verbatim herein and all of which terms, covenants, representations, warranties, and conditions shall survive the execution and delivery of this Assignment. If there is a conflict between the provisions of the Purchase and Sale Agreement and this Assignment, the provisions of the Purchase and Sale Agreement shall control the rights and obligations of the parties. 15. Further Assurances. Assignor and Assignee agree to take all such further actions and to execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purpose of this Assignment. So long as authorized by applicable law so to do, Assignor agrees to execute, acknowledge and deliver to Assignee all such other additional instruments, notices, affidavits, deeds, conveyances, assignments, and other documents and to do all such other and further acts and things as may be necessary or useful to more fully and effectively grant, bargain, assign, convey, and deliver to Assignee the Properties conveyed hereby or intended so to be conveyed. In particular, without limitation, in the event that any Exhibit to this Assignment 2 `'gym `1 2'/0 omits to describe or inadequately describes any lands or interests in lands intended by Assignor to be conveyed to Assignee, Assignor shall execute such additional instruments as may be necessary or appropriate to supply or correct such descriptions and to effect such additional conveyance. 6. Counterparts. This Assignment is being executed in multiple counterparts each of which shall for all purposes be deemed to be an original and all of which are identical except that to facilitate recordation, in any particular counterpart portions of Exhibits which describe (i) the Properties or the interests described above situated in counties other than the county in which such counterpart is to be recorded and (ii) personal property and other improvements may have been omitted. In making proof of this Assignment, it shall only be necessary to produce but one counterpart of such instrument, executed by all parties thereto, and it shall not be necessary to produce or to account for any other counterparts. EXECUTED 6,4 the day and year first referenced above, but effective as of the Effective Time. Assignor: RIS RESOURCES (USA) INC. By: L. Title: / Assignee: MOUNTAIN GAS RESOURCES, INC. By: \~~j VA&-OV Name: V,p1"j -,.~i, 301A S Title: -W CA to `~t sicltwu~" W -AIN PROVINCE OF Wr,(Sj~ § CITY OF WP § off- The foregoing instrument was acknowledged before me this,4t5day of May 2001, by ,41g4AIgg the ` qn-'S ~►~~iJ'~, of, and on behalf of, RIS Resources USA) Inc. 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