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HomeMy WebLinkAbout955558RECEIVED 9/17/2010 at 10:20 AM RECEIVING 955558 BOOK: 753 PAGE: 789 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY Lot #68 County Line Federal #22 -6 County Line Federal #24 -6 Stead Canyon Federal #41 -1 E EASER JRNTQ' TOGAC ASSIGNMENT, BILL OF SALE AND CONVEYANCE P o Box 671787 HOUSTON, TX 77267 -4787 This Assignment, Bill of Sale and Conveyance (the "Assignment dated August 11, 2010, but effective from and after 7 a.m. September 1, 2010 (said date and time hereinafter referred to as the "Effective Date by and between YATES PETROELUM CORPORATION, with a mailing address of 105 South 4 Street, Artesia, New Mexico 88210, hereinafter sometimes referred to as "Assignor," and with a mailing address of Pride Energy Co. P 0 Box 701602 Tulsa, OK 74170 hereinafter sometimes referred to as "Assignee." WITNESSETH: 1. Conveyance. For and in consideration of the sum of One Hundred and No /100 Dollars ($100.00), cash in hand paid, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby sell, transfer, assign, convey, set over and deliver unto Assignee, subject to the terms hereof, all of its right, title and interest in and to the following (collectively the "Assets (a) the oil and gas leases listed in and /or covering the properties described in Exhibit "A" (collectively the "Leases (b) all oil and gas wells, salt water disposal wells, injection wells and other wells (collectively the "Wells located on the Leases; (c) all equipment, machinery, fixtures, flowlines, platforms, materials, improvements and other real, personal and mixed property located on, used in the operation of, or relating to the production, treatment, sale or disposal of hydrocarbons, water and associated substances produced from the Leases; (d) all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Assets after the Effective Date (the "Hydrocarbons (e) all contracts, permits, rights -of -way, easements, licenses, servitudes, and agreements relating to the Leases and Wells, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of hydrocarbons, water or substances associated therewith (the "Applicable Contracts and TO HAVE AND TO HOLD unto Assignee, its successors, sublessees and assigns forever, subject to the terms, conditions and reservations set forth herein, contained in the Leases, and contracts affecting said properties whether of record or not. 2. Limitation and Disclaimer of Representations and Warranties. (a) THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNOR CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ANY ASSIGNMENT AND BILL OF SALE OR OTHER CONVEYANCE EXECUTED AND DELIVERED PURSUANT HERETO SHALL BE: (A) WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION AS TO THE TITLE, CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, OR MERCHANTABILITY OF ANY OF THE ASSETS, OR THEIR FITNESS FOR ANY PURPOSE; AND (B) WITHOUT ANY OTHER EXPRESS, Pane 1 of 5 0x5,7 /39 000790 IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. AT OR PRIOR TO CLOSING, ASSIGNOR SHALL HAVE CONDUCTED SUCH INSPECTIONS OF THE RECORDS AND THE ASSETS AS ASSIGNEE DEEMS NECESSARY AND SHALL HAVE SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ASSETS, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES. ASSIGNEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE ASSETS AND ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION, ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE ASSETS, PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE ASSETS TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE ASSETS OR ANY OTHER MATTERS CONTAINED IN CONFIDENTIAL INFORMATION OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES; ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY ASSIGNOR OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES OR OTHERWISE MADE AVAILABLE TO ASSIGNEE OR ASSIGNEE' S REPRESENTATIVES ARE PROVIDED TO OR FOR THE BENEFIT OF ASSIGNEE AS A CONVENIENCE, AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR OR ASSIGNOR'S AGENTS OR REPRESENTATIVES AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE RISK. (b) All descriptions set forth herein and all information heretofore or hereafter furnished Assignee by Assignor concerning the Assets, and the operation thereof, have been and shall be furnished solely for Assignee's convenience, and have not constituted and shall not constitute a representation or warranty of any kind by Assignor and any reliance thereupon by Assignee shall be at Assignee's sole risk and liability. (c) Notwithstanding the foregoing, this assignment is made with full substitution and subrogation in and to all rights and actions of warranty with respect to the Assets which Assignor or its affiliates may have against former owners thereof. 3. Further Assurances. Assignor shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments, including letters in lieu of transfer orders and assignments as may be required by governmental authorities having jurisdiction and shall take such other action as may be reasonably necessary or desirable to effectively consummate the conveyance to Assignee of the Assets intended to be conveyed hereby, provided nothing in this Section 3 shall be interpreted so as to modify the disclaimer by Assignor in Section 2(a). 4. Indemnification. (a) As additional consideration for the sale of the Assets, Assignee agrees to plug and abandon all wells located on the lands and leases described in Exhibit "A" and perform all necessary surface remediation and cleanup in accordance with all applicable governmental regulations and hereby agrees to release, protect, indemnify and hold Assignor harmless from any and all damage, loss, injury, liabilities or expenses (including but not limited to reasonable attorneys' fees and costs of court, reasonable costs of investigating any claim, site assessments, testing and remedial actions) (collectively Damages) arising from Assignees failure to plug and abandon such wells or perform such surface remediation and cleanup. (b) Assignee shall observe and comply with all covenants, terms and provisions, express or implied, contained in the agreements, leases, easements and all other contracts appertaining to Assignors interest in the Assets as of the time of execution hereof; and this assignment is made expressly subject to all such agreements, Page 2 of 5 000791 leases, easements and other contracts, whether or not the same are herein specifically identified. (c) ASSIGNEE SHALL ASSUME, BE RESPONSIBLE FOR, COMPLY WITH AND PAY ALL DUTIES, LIABILITIES, CLAIMS AND OBLIGATIONS ATTRIBUTABLE TO THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DUTIES, LIABILITIES, CLAIMS AND OBLIGATIONS ARISING UNDER OR BY VIRTUE OF (i) ANY LEASE CONTRACT, AGREEMENT OR DOCUMENT BURDENING THE ASSETS; (ii) ANY PERMIT, LAW, STATUTE, RULE, REGULATION OR ORDER OF ANY GOVERNMENTAL AUTHORITY (SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY REQUEST OR OTHER REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY OR CONTRACTUAL OBLIGATION TO PLUG, RE -PLUG OR ABANDON ANY WELL OF WHATSOEVER TYPE, STATUS OR CLASSIFICATION, OR TAKE ANY CLEAN -UP, REMEDIAL OR OTHER ACTION WITH RESPECT TO THE ASSETS; (iii) FROM THE OWNERSHIP AND OPERATION OF EQUIPMENT AND FACILITIES FORMING A PART OF THE ASSETS; AND (iv) FROM THE PHYSICAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURY, DEATH OR DAMAGE TO PROPERTY OR ENVIRONMENT, OR FOR ENVIRONMENTAL CLEANUP, REMEDIATION OR COMPLIANCE, OR FOR ANY OTHER RELIEF, ARISING FROM OR INCIDENT TO, THE OWNERSHIP, USE, OCCUPATION, OPERATIONS, MAINTENANCE OR ABANDONMENT OF OR PRODUCTION FROM THE ASSETS, OR CONDITION OF THE ASSETS. (d) ASSIGNEE SHALL ASSUME, BE RESPONSIBLE FOR, COMPLY WITH AND PAY ALL LIABILITIES, CLAIMS, DUTIES AND OBLIGATIONS ATTRIBUTABLE TO THE ASSETS AND ARISING DIRECTLY FROM THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE ASSETS, WHETHER KNOWN OR UNKNOWN, WHETHER THE BASIS FOR SUCH CLAIMS AROSE BEFORE OR AFTER THE EFFECTIVE TIME, AND REGARDLESS OF WHETHER OR NOT SUCH CLAIMS ARE BASED UPON ANY NEGLIGENCE OR STRICT LIABILITY OF SELLER, EXPRESSLY INCLUDING ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY OR CONTRACTUAL OBLIGATION TO PLUG, REPLUG OR ABANDON ANY WELL OR TO TAKE ANY CLEANUP, REMEDIAL OR OTHER ACTION WITH RESPECT TO THE ASSETS. (e) ASSIGNEE SHALL ASSUME, BE RESPONSIBLE FOR, COMPLY WITH AND PAY ANY AND ALL OTHER LIABILITIES, CLAIMS, DUTIES AND OBLIGATIONS RESPECTING THE OWNERSHIP, USE, OCCUPATION, OPERATION, MAINTENANCE OR ABANDONMENT OF OR PRODUCTION FROM THE ASSETS, OR THE CONDITION OF THE ASSETS, WHETHER KNOWN OR UNKNOWN, WHETHER THE BASIS THEREFORE ARISE BEFORE OR AFTER THE EFFECTIVE TIME, AND REGARDLESS OF WHETHER OR NOT THE SAME ARE BASED UPON ANY NEGLIGENCE OR STRICT LIABILITY OF ASSIGNOR. (f) ASSIGNEE SHALL DEFEND, INDEMNIFY AND HOLD ASSIGNOR HARMLESS FROM ANY AND ALL CLAIMS ARISING FROM, ASSERTED OR DUE IN CONNECTION WITH ALL OF THE LIABILITIES, CLAIMS, DUTIES AND OBLIGATIONS ASSUMED BY ASSIGNEE PURSUANT TO THE FOREGOING PROVISIONS. 5. Costs and Liabilities, Indemnities. As used in this Agreement, "Claims" shall include costs, expenses, obligations, claims, demands, causes of action, liabilities, damages, fines, penalties and judgments of any kind or character, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown, and all costs and fees (including, without limitation, interest, attorneys' fees, costs of experts, court costs and costs of investigation) incurred in connection therewith. 6. Conspicuousness /Express Negligence: THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES, LIABILITIES OR DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. ASSIGNOR AND ASSIGNEE ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 7. Brokers' Fees. Assignor and Assignee warrant that neither has incurred any liability, contingent or otherwise, for brokers' or finders fees relating to this agreement for which the other shall have responsibility. All fees, costs and expenses incurred by Assignor or Assignee relating to this agreement shall be paid by the party incurring same. All recording and transfer fees shall be paid by Assignee. Page 3of5 8. Commissions or Fees. Each of Assignee and Assignor, for itself and for its respective directors, partners, employers and agents warrants, covenants and represents to the other that except as otherwise expressly provided in this assignment, neither it nor any of its directors, employees, partners or agents has given to or received from the other party, for any such partys directors, employees, partners or agents any commission, fee, rebate, gift or other thing or service in connection with this assignment and Assignee and Assignor each agree that its books and records shall be subject to reasonable audit by the other as may be required to substantiate compliance with this provision. 9. Topical Headings. The topical headings used herein are for convenience only and shall not be construed as having any substantive significance or as indicating that all of the provisions of this agreement relating to any topic are to be found in any particular section. 10. Entire Agreement. This assignment constitutes the entire understanding between Assignor and Assignee with regard to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings. 11. Successors and Assigns. The terms hereof shall inure to and be binding upon the respective heirs, successors and assigns of Assignor and Assignee. 12. Lack of Warranty. This Assignment is made without warranty of title, either express or implied. Executed the day and year first above written, but effective as of the Effective Date. "Assignor" YATES PETROLEUM CORPORATION By: Name: J n A. Yates, Title: orney- in -Fac "Assignee" Pride Energy Co. By: Name: Timothy P. P insky Title: Attorney In Fart STATE OF NEW MEXICO COUNTY OF EDDY The foregoing instrument was acknowledged before me this 3 day of August, 2010, by John A. Yates, Jr., Attorney -in -Fact for Yates Petroleum Corporation, a New Mexico corporation, on behalf of said corporations. My Commission Expires: 8 Zo12 Acknowledgements Page 4 of 5 000792 Notary Public ®PPICML SZAL ihuilers Nebo NOTARY Vrc rrairx 07PSW11121C0 My ou e 2,0/2 000793 STATE COUNTY OF (=Is The foregoing instrument was acknowledged before me this V day of August, 2010, byy Pr.�,��., ��z� for AN-C. a off My Commission E TERRELLT,©ERARD MY COMMIS ION EXPIRES May 23, 2011 Notary Pu51ic Page 5 of 5 Wells County Line Federal #22 -6 County Line Federal #24 -6 Stead Canyon Federal #41 -1 Leases Exhibit "A" ,Assi ent by Yates Petroleum Dated g 0204 but effective September 1, 2010 WYW -10611 Township 26 North, Range 112 West, 6th P.M. Lincoln WY Section 1: Lots 1, 2, 3, 4, 5, 6, 7, SWNE, SW, Co. W2SE (ALL) containing 650.19 acres more or less WYW -67176 Township 26 North, Range 111 West, 6th P.M. Lincoln WY Section 6: Lots 3 &4 (N2NW), 5 (SWNW), SENW Co. (Surface to 9,384') containing 144.67 acres more or less Section 6: Lots 6 &7 (W2SW) (Surface to 9,300') containing 66.42 acres more or less WYW -59774 Township 26 North, Range 111 West, 6th P.M. Lincoln WY Section 6: E2SW (Surface to 9,300') Co. containing 80.00 acres more or less e00794