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HomeMy WebLinkAbout957568STATE OF WYOMING COUNTY OF LINCOLN RC-..�,JED 1/12/2011 at 9:37 AM RECEIVING 957568 BOOK: 760 PAGE: 445 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 000445 ASSIGNMENT, CONVEYANCE AND BILL OF SALE al THIS Assignment, Conveyance and Bill of Sale (the "Assignment is made this 30 of November, 2010, and is effective the 1st day of October, 2010 at 7:00 a.m., where the Interests are located (the "Effective Date by and between Donald B. Anderson Family LP, a limited partnership formed under the laws of the state of Colorado and Donald B. Anderson Ltd., a general partnership formed under the laws of the state of New Mexico located at 1225 1 Street, Suite 1750, Denver, Colorado 80202 (hereinafter called "Assignor and Wamsutter Gas Partners LLC, a limited liability company formed under the laws of the state of Colorado located at 410 17 Street, Suite 1150, Denver, Colorado 80202 (hereinafter called "Assignee WHEREAS, Assignor is now the owner of certain undivided interests "Assignor's Interests in, to and under the following (the "Interests (a) Leaseholds: Oil and gas leaseholds, oil, gas and other minerals, including working interests, carried working interests, rights of assignment and reassignment, net revenue interests, record title interests, reversionary interests, backin interests, overriding royalties, production payments, net profits interests, undeveloped locations and all other interests under or in oil, gas or mineral leases, and interests in rights to explore for and produce oil, gas or other minerals which are described in Exhibit "A" (the "Lease(s) (b) Wells: All producing, non producing and shut -in oil and gas wells, and saltwater disposal or injection wells located on the Leases or lands that are pooled or communitized or unitized with the Leases, including those that are described on Exhibit `B" (hereinafter, the "Wells (c) Contract Rights: Unit agreements, communitization agreements, orders and decisions of regulatory authorities establishing or relating to units, unit operating agreements, operating agreements, gas purchase agreements, oil purchase agreements, gathering agreements, transportation agreements, marketing agreements, processing or treating agreements, farmout agreements and farmin agreements subleases, and any other agreements to the extent assignable, including without limit, those which relate to any of the Leases including those described in Exhibit "A" or Wells described in Exhibit `B" (hereinafter, the "Contracts (d) Easements: Rights -of -way, easements, and servitudes appurtenant to or used in connection with the property, including those described in Exhibit "A" or the Wells described in Exhibit `B" (hereinafter, the "Easements (e) Permits: Permits and licenses of any nature owned, held or operated in connection with operations for the exploration and production of oil, gas or other minerals to the extent the same are used or obtained in connection with any of the Leases, Contracts, Easements or Wells (hereinafter, the "Permits and (f) Equipment: Personal property, surface equipment, down -hole equipment and pipelines, buildings and inventory (including, but not way of limitation, all wellhead equipment, 000446 pumping units, flowlines, tanks, and gathering systems) used or obtained in connection with the Leases, Easements, Wells or Permits. WHEREAS, as consideration for this Assignment, Assignee has paid Assignor the sum of $100.00 plus other valuable and sufficient benefits, the receipt of which is acknowledged by Assignor. NOW, THEREFORE, Assignor hereby grants, bargains, sells, transfers, assigns and conveys to Assignee all of Assignor's right, title and interest in, to and under the Interests, subject to the exceptions and reservations described below. TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever. This Assignment is expressly made subject to the following terms and conditions: A. This Assignment is being made pursuant to the terms of the Purchase and Sale Agreement dated October 26, 2010, between Assignor and Assignee (the "PSA B. ASSIGNOR WARRANTS TITLE TO THE INTERESTS FROM AND AGAINST ALL PERSONS CLAIMING BY, THROUGH AND UNDER ASSIGNOR, BUT NOT OTHERWISE, AND EXCEPT FOR THAT WARRANTY, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. C. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE INTERESTS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT AND ITEMS ARE BEING CONVEYED TO ASSIGNEE "AS IS, WHERE IS," WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. D. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given with respect to the Interests. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Interests, but only to the extent not enforced by Assignor. E. Assignee assumes and agrees to pay, perform, fulfill and discharge its proportionate share of all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Interests after the Effective Date, and all obligations arising under agreements covering or relating to the Interests, all as more particularly set forth in the PSA. Assignee specifically assumes Assignor's proportionate part of the expenses and costs of plugging and abandoning the Wells and restoration of the operation sites and shall indemnify 2 of 5 000447 and hold Assignor harmless from any and all such costs and obligations. Assignor and Assignee have apportioned other liabilities and obligations in the PSA. F. The references herein to liens, encumbrances, burdens, defects and other matters shall not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves, as set forth in the PSA or other documents executed in connection therewith. G. Assignor or Assignee may execute separate governmental form assignments of the Interests on officially approved forms, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the Interests conveyed herein. H. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. EXECUTED on the dates contained in the acknowledgments of this Assignment, to be effective for all purposes as of the Effective Date. [SIGNATURES ON THE FOLLOWING PAGE] 3 of 5 STATE OF COLORADO CITY AND COUNTY OF DENVER My Commission Expires: 0 3 oi.„)._ ss STATE OF COLORADO ss: CITY AND COUNTY OF DENVER My Commission Expires: 10'H 0 01d- ASSIGNOR Donald B. Anderson Family LP By 4 of 5 Donald B. Anderson, General Partner Donald B. Anderson Ltd. By Livt_ Donald B. Anderson, General Partner The foregoing instrument was acknowledged before me this day of November, 2010, by Donald B. Anderson as General Partner of Donald B. Anderson Family LP on behalf of said partnership. Notary Public The foregoing instrument was acknowledged before me this (L day of November, 2010, by Donald B. Anderson as General Partner of Donald B. Anderson Ltd. on behalf of said partnership. 000448 STATE OF COLORADO ss: CITY AND COUNTY OF DENVER My Commission Expires: 5 of 5 ASSIGNEE Wamsutter Gas Partners LLC By: Morse Energy Partners II LLC Managing Member By: Morse Energy Management II LLC Managing er By: Title: Brent J. Morse, Manager Notary Public The foregoing instrument was acknowledged before me this day of November, 2010, by Brent J. Morse, as Manager of Wamsutter Gas Partners LLC on behalf of said limited liability company. 000449 COUNTY LEGAL DESCRIPTION SECTION 6 7: RESURVEY TRACT 39 THIS LEASE IS LOCATED IN LINCOLN AND SWEETWATER COUNTIES THE ABOVE DESCRIBED LANDS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL RIPARIAN OR ACCRETION RIGHTS NOW OWNED OR HEREAFTER OWNED BY LESSOR ADJACENT TO OR UNDERLYING THE RIVER BED TO THE CENTER OF THE GREEN RIVER. TOWNSHIP 23 24 NORTH, RANGE 111 WEST, 6TH P.M. GROSS ACRES ad 0 ad co co ed q 5 0Z Gf CO m e n o n CO CO _1 a) gk Z 0p W Z 0N W 0N CO 7J Ico co C e c LEASE DATE co co co t ORIGINAL LESSEE a. 0 0 0 o 0 0 w z w -J o j kE r 2/ a j a LI LL 6 o L.L. o ƒ i IX 0 AOC REF NUMBER tZi CO oc co I T o o F 0 5$ %o /4 z 0 S\ Z ez x 02 2 0 z 0< <0 zk I j f 1 0 3 0 0 0 0 0 0 0 4 5 0 CO CO CO CO 0 CC o Q W U' LL W H W m 2 Q E Q Q LLQ O m c J O o m Z X c Z Qtn U W c U or J Z Q J Z Q 0 LL U �0 Z w uj 2 p Z Z 0 Q 00 Q 0 Z Q Z cc p U Z aQ 2 F LL O cc a W Z 0 H W U 1- Cn HEREAFTER OWNED BY LESSOR ADJACENT TO OR UNDERLYING THE RIVER BED TO THE CENTER OF THE GREEN RIVER. TOWNSHIP 23 24 NORTH. RANGE 111 WEST. 6TH P.M. GROSS CV co c) m m co W C r o E- CO W ;3 i J c 2 a Z w m J Z w C v Z 2 W a Z C W r- a cp LEASE el rn o el V el rn M 7 CC o CC Z O CC 0 w w 0 f1RIGINAL LESSOR w EE Q M LIJ Z w U W Lu z I-- <n z w co a U a a o J U Z j aa a J 0 w CC Z a O J 7 000 w U U a j Z W CO _4 CC Q E, j LL N s 0 a O LI' N s 0 CO CO CO CO 0 CC o Q W U' LL W H W m 2 Q E Q Q LLQ O m c J O o m Z X c Z Qtn U W c U or J Z Q J Z Q 0 LL U �0 Z w uj 2 p Z Z 0 Q 00 Q 0 Z Q Z cc p U Z aQ 2 F LL O cc a W Z 0 H W U 1- AOC REF PROPERTY DESCRIPTION COUNTY STATE (NONE) LINCOLN WY 11/19/2010 EXHIBIT "B" WELLS 000452 ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT, CONVEYANCE AND BILL OF SALE DATED EFFECTIVE OCTOBER 1, 2010, BY AND BETWEEN DONALD B. ANDERSON LTD. AND DONALD B. ANDERSON FAMILY LP, ASSIGNOR, AND WAMSUTTER GAS PARTNERS LLC, ASSIGNEE.