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LINO X1-14 COlJIM'Y CLERK
STATE OF WYOMING 8 7 2 4 3 6 Q 1 ri: f"R 2 A I 1 j: 2
COUNTY OF LINCOLN
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BOOK 461 PR PAGE ASSIGNMENT, CONVEYANCE AND BILL OF SALE
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE (this "Assignment"),
effective as of 12:01 a.m., local time where the Properties (as defined below) are located, on January
1, 2001 (the "Effective Time"), is made from OXY USA Inc., a Delaware corporation, whose address
is 5 Greenway Plaza, Suite 2400, Houston, Texas 77046-0504 ("Assignor") to OXY USA WTP LP,
a Delaware limited partnership, whose address is 6 Desta Drive, Suite 6000, Midland, Texas 79705-
5505 ("Assignee").
ARTICLE I
GRANTING AND HABENDUM CLAUSES
1.1 Assignor Grant. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor does hereby grant, bargain, sell, transfer, convey, assign
and deliver unto Assignee all of Assignor's right, title, and interest in and to the following property
(collectively, such interests shall be referred to as the "Property or Properties"):
(a) the oil and gas leases, fee land, royalty interests, overriding royalty interests,
mineral interests, production payments, net profits interests described in Exhibit A attached
hereto together with all rights that arise by operation of law or otherwise in all properties and
lands unitized, communitized or pooled with the properties described in Exhibit A
(collectively, the "Mineral Properties"), including all production attributable to the
foregoing;
(b) all unitization, communitization and pooling declarations, orders, and similar
agreements (including all units formed by voluntary agreement and those formed under the
rules, regulations, orders or other official acts of any Governmental Authority having
jurisdiction) to the extent they relate to any such Mineral Properties;
(c) all production sales contracts, processing contracts, gathering contracts,
transportation contracts, farm-in and farm-out contracts, areas of mutual interest, balancing
contracts, operating agreements, and other contracts to the extent they relate to any of the
Mineral Properties, or the production, handling or transportation of production attributable
to such Mineral Properties;
(d) all easements, rights-of-way, surface leases, sub-surface leases, licenses and
permits and other agreements, rights or interests relating to the use or ownership of surface
or subsurface property and structures that are used in connection with ownership or operation
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OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
088 434 8 6 '1
of the Mineral Properties or the production, handling or transportation of production
attributable to such Mineral Properties;
(e) all personal property, improvements, fixtures, wells (whether producing, shut-
in, injection, disposal, water supply or plugged and abandoned), tanks, boilers, buildings,
machinery, equipment, pipelines, utility lines, imbalances (production, gathering,
transportation, processing or otherwise), suspense funds, water rights, roads, permits,
licenses and other appurtenances, to the extent the same are situated upon, and used or held
for use by Assignor in connection with the ownership, operation, maintenance or repair of,
the Mineral Properties or the production, handling or transportation of production attributable
to such Mineral Properties;
(f) all original files, records, and data regarding the Mineral Properties, including
without limitation, title records, geological and geophysical information that can be
transferred without the consent of or payment to any third party, leases, assignments,
contracts, correspondence, production records, logs, core data, pressure data, decline curves,
production curves and accounting records (the "Files"); and
(g) all oil, distillate, condensate, casinghead gas or other liquid or vaporous
hydrocarbons, carbon dioxide or other minerals (collectively the "Hydrocarbons") produced
from or attributable the Mineral Properties from or after the Effective Time;
LESS AND EXCEPT, and Assignor hereby retains all of Assignor's right, title and interest
in and to the following (collectively the "Excluded Assets"):
(a) all corporate, financial, tax and legal (other than title) records of Assignor;
(b) all geologic and geophysical data that cannot be transferred without the
consent of or payment to any third party and interpretations thereof,
(c) any refund of costs, taxes or expenses borne by Assignor or assignor's
predecessors in title attributable to the period prior to the Effective Time;
(d) any and all proceeds from the settlements of contract disputes with purchasers
of Hydrocarbons from the Mineral Properties, including without limitation settlement of
take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the
Effective Time; and
(e) all accounts receivable with respect to the Mineral Properties or
Hydrocarbons attributable to periods of time prior to the Effective Time;
TO HAVE AND TO HOLD the Properties unto Assignee and its successors and assigns,
forever, subject to the terms and conditions set forth herein.
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OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
ARTICLE II
SPECIAL WARRANTY AND DISCLAIMERS
2.1 No Warranty. This Assignment is made without warranty of title of any kind or
character, express, implied or statutory.
2.2 Disclaimer - Representations and Warranties. ASSIGNEE ACKNOWLEDGES
AND AGREES THAT (A) THE PROPERTIES ARE ASSIGNED AND CONVEYED FROM
ASSIGNOR TO ASSIGNEE WITHOUT WARRANTY, EXPRESS, STATUTORY, IMPLIED
OR OTHERWISE, AND (B) ASSIGNOR MAKES NO WARRANTY, EXPRESS,
STATUTORY, IMPLIED OR OTHERWISE, WITH RESPECT TO THE PROPERTIES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ASSIGNMENT,
ASSIGNOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS
AND WARRANTIES ASSOCIATED WITH THE PROPERTIES, EXPRESS, STATUTORY,
IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (I) WARRANTY
OF TITLE, (II) EXISTENCE OF ANY AND ALL PROSPECTS, (III) GEOGRAPHIC,
GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY AND
ALL PROSPECTS, (IV) EXISTENCE, QUALITY, QUANTITY OR RECOVERABILITY
OF HYDROCARBONS ASSOCIATED WITH SUCH PROPERTIES, (V) COSTS,
EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE, ACCOUNTS
PAYABLE, SUSPENSE FUND OR PRODUCT IMBALANCES ASSOCIATED WITH SUCH
PROPERTIES, (VI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION
AND DATA ASSOCIATED WITH SUCH PROPERTIES, (VII) CONTINUED FINANCIAL
VIABILITY OR PRODUCTIVITY OF SUCH PROPERTIES, (VIII) ENVIRONMENTAL
OR PHYSICAL CONDITION OF SUCH PROPERTIES, (IX) FEDERAL, STATE, LOCAL
OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH SUCH
PROPERTIES, (X) ABSENCE OF PATENT OR LATENT DEFECTS, (XI) SAFETY,
(XII) STATE OF REPAIR, (XIII) MERCHANTABILITY, (XIV) CONFORMITY TO
MODELS, (XV) ANY RIGHTS OF ASSIGNEE UNDER APPROPRIATE STATUTES TO
CLAIM DIMINUTION OF CONSIDERATION, (XVI) WARRANTY OF FREEDOM FROM
PATENTS OR TRADEMARK INFRINGEMENT, (XVII) WARRANTIES EXISTING
UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND (XVIII) FITNESS
FOR A PARTICULAR PURPOSE. ASSIGNEE AGREES THAT, TO THE EXTENT
REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF
CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE CONSPICUOUS
DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.
ARTICLE III
MISCELLANEOUS
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OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
U8 2436 869
3.1 Further Assurances. Assignor, without further consideration, covenants and agrees
to execute and deliver to Assignee all such other and additional assignments, instruments and other
documents and to do all such other acts and things as may be reasonably necessary to effectively vest
in Assignee beneficial and record title to all of the Properties and the respective rights and interests
herein granted or intended to be granted, and, if applicable, to put Assignee in actual possession of
the Properties.
3.2 Assumption. Assignee expressly assumes and shall timely perform and discharge all
duties and obligations of the owner of the Properties that are attributable to the period of time on and
after the Effective Time, including without limitation obligations with respect to the terms of the
leases and contracts affecting the Mineral Properties, imbalances and suspense funds, payment of
and liability for the proportionate share of costs and expenses attributable to such Properties
associated with the plugging and abandonment of all wells, equipment and facilities, the remediation
and restoration of all wells, equipment and facilities, and compliance with all environmental laws
(including any remediation activities attributable to the ownership and operation of such Properties).
3.3 Counterparts. This Assignment may be executed in any number of counterparts, and
each counterpart hereof shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one Assignment.
3.4 Successors and Assigns. This Assignment shall bind and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.
3.5 Government Assignment. Separate assignments may be executed on officially
approved forms by Assignor in favor of Assignee in sufficient counterparts to satisfy applicable
statutory and regulatory requirements. Those assignments shall be deemed to contain all of the
exceptions, reservations, rights, titles, powers and privileges set forth herein as fully as though they
were set forth in each such assignment. In the event of any conflict between the terms of this
Assignment and such other assignments, the terms of this Assignment shall govern and control.
3.6 Headings. The titles and headings set forth in this Assignment have been included
solely for ease of reference and may not be considered in the interpretation or construction of this
Assignment.
3.7 Governing Law. This Agreement shall be governed by and construed in accordance
with and enforced under the Laws of the State of Texas and the United States of America, except to
the extent the Laws of another jurisdiction are mandatorily applicable.
3.8 Recording. To facilitate recording or filing of this Assignment, the counterpart to be
recorded in a given county may contain only that portion of the exhibits that describe Property
located in that county. Assignor and Assignee have each retained a counterpart of this Assignment
with complete exhibits.
[signature pages follow]
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OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
870
Executed this 3rd day of January 2001, but effective for all purposes as of the Effective
Time.
ASSIGNOR:
OXY USA Inc.
ASSIGNEE:
OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
Terr S. LI dq'tltst;-Atto ey-In-Fact
OXY USA WTP LP
BY: OXY USA Inc., Ge4eral Partner
Terry S.
-5-
-In-Fact
M
os'?;44 6
STATE OF TEXAS
COUNTY OF MIDLAND
871
The foregoing instrument was acknowledged before me on this the 3rd day of January 2001,
by Terry S. Lindquist, Attorney-In-Fact on behalf of OXY USA Inc., a Delaware corporation.
My Commission Expires:
February 10, 2003
STATE OF TEXAS
COUNTY OF MIDLAND
ward N. Adcock, Notary Public in and for
the State of Texas
ytq ~."k
sh.1"i 01
} Core . * 1 ti
The foregoing instrument was acknowledged before me on this the 3rd day of January 2001,
by Terry S. Lindquist, Attorney-In-Fact on behalf of OXY USA Inc., a Delaware corporation acting
as General Partner for OXY USA WTP LP, a Delaware limited partnership.
My Commission Expires: G 111/~'
dward N. Adcock, Notary Public in and for
February 10, 2003 the State of Texas
NM A , d r l .t
swei 01
OXY USA WTP LP Assignment
LINCOLN COUNTY, WYOMING
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