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HomeMy WebLinkAbout958500STATES OF NORTH DAKOTA, MONTANA, WYOMING, SOUTH DAKOTA, UTAH AND COLORADO, MISSISSIPPI AND LOUISIANA VARIOUS COUNTIES ASSIGNMENT, CONVEYANCE AND BILL OF SALE Recitals B. Denbury Resources Inc. "DRI") desires to including Assignor and Denbury Onshore, (the "Restructuring to obtain synergies purposes. RECEIVED 3/16/2011 at 10:26 AM RECEIVING 958500 BOOK: 763 PAGE: 809 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY OO•809 A. Encore Operating, L.P., a Texas limited partnership, whose address is 5320 Legacy Drive, Plano, Texas 75024 -3121 "Assignor is the owner of oil and gas properties and assets which are located in North Dakota, Montana, Wyoming, South Dakota, Utah and Colorado, including but not limited to those oil and gas properties and assets described in the Exhibits to this Assignment, Conveyance and Bill of Sale (this "Assignment integrate and consolidate its various subsidiaries, LLC "Assignee into DRI's existing structure and efficiencies for tax, legal and operational C. As part of the Restructuring, (i) Assignor has become a subsidiary of Assignee, (ii) Assignor is being wound up and terminated, and (iii) and effective at 11 :37 p.m. Eastern Time on December 31, 2010 (the "Effective Time all of Assignor's oil and gas properties and assets are being assigned to Assignee. D. Assignor and Assignee are executing this Assignment to effectuate the transfer and assignment of all of Assignor's oil and gas properties and assets to Assignee in connection with such Reorganization. Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does by these presents at the Effective Time GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee, with offices at 5320 Legacy Drive, Plano, Texas 75204-3121, all of Assignor's right, title and interest in and to the following (collectively, the "Properties 000810 A. All oil, gas and mineral interests and rights of any nature owned or claimed by Assignor, wherever located, whether such oil, gas and mineral interests and rights are in the nature of fee interests, leasehold interests, licenses, concessions, working interests, farmout rights, royalty, overriding royalty or other non working or carried interests, operating rights or other mineral rights of any nature and any rights that arise by operation of law or otherwise in all properties and lands pooled, unitized, communitized or consolidated with such properties (the "Oil and Gas Properties including but not limited to those Oil and Gas Properties described in Exhibit "A" attached hereto. B. All oil, condensate or natural gas wells, water source wells, and water and other types of injection wells either located on the Oil and Gas Properties or held for use in connection with the Oil and Gas Properties under a Surface Contract, whether producing, operating, shut -in or temporarily abandoned, including, but not limited to those wells described on Exhibit "B" attached hereto (the "Wells C. All severed crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Oil and Gas Properties and either (a) in storage tanks on the Effective Date or (b) sold on or after the Effective Date (the "Substances D. All leases, easements, privileges, right -of -way agreements, licenses or other agreements relating to the use or ownership of surface and subsurface properties and structures that are used or held for use in connection with the exploration and production of Substances from the Oil and Gas Properties (the "Surface Contracts including, but not limited to, those Surface Contracts described in Exhibit "A" attached hereto. E. All physical facilities or interests therein, equipment and fixtures of every type and description that are used or held for use in connection with or relating to the ownership or operation of the properties, rights or interests described in Paragraphs A, B, C and D above. F. All title information, engineering reports and other technical data, lease and land files, surveys, regulatory filings, magnetic tapes, interpretations and other analyses, books, records and files that relate to the properties, rights or interests described in Paragraphs A through J, inclusive (the "Data G. All contracts, commitments, agreements and arrangements that in any way relate to the properties, rights or interests described in Paragraphs A through J, and any and all amendments, ratifications or extensions of the foregoing (the "Contracts H. All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities and all certificates of convenience or necessity, immunities, privileges, grants and other rights, that relate to the properties, rights and interests described in Paragraphs A through J, inclusive, or the ownership or operation of any thereof. I. All (a) accounts, instruments and general intangibles attributable to the properties, rights and interests described in Paragraphs A through J, inclusive, and (b) liens and security interests in favor of Assignor whether choate or inchoate, under any law, rule or regulation or under the Contracts (i) arising from the ownership and operation, or sale or other disposition on or 14925302\V -1 -2- 000811 after the Effective Date of any of the properties, rights and interests described in Paragraphs A through I, inclusive, or (ii) arising in favor of Assignor as the operator of certain of the Oil and Gas Properties. J. Without limiting the generality of the foregoing, all oil, gas and mineral interests, lands, leases and assets of any kind whatsoever, whether tangible or intangible, real, personal or mixed, owned or claimed by Assignor, wherever located (whether in the States enumerated above or otherwise), whether now owned by Assignor or hereafter acquired by operation of law or otherwise and without regard to whether said oil, gas and mineral interests, lands, leases and assets set out and described in Exhibits "A" or "B"hereto. TO HAVE AND TO HOLD, all and singular the Properties, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee and its successors and assigns forever. This Assignment is made without warranty of title, express or implied, but is made with full substitution and subrogation of Assignee in and to all covenants and warranties by others heretofore given or made in respect of the Properties or any part thereof. Additionally, to the extent that this Assignment constitutes an assignment of personal property or fixtures, Assignor expressly disclaims and negates (a) ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, and (c) ANY IMPLIED OR EXPRESSED WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIAL. This Assignment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Assignment. There may be omitted from each copy of this Assignment which is to be recorded in the office of conveyance records of a county or parish, those portions of the Exhibits hereto relating to portions of the Properties described in the Exhibits located outside of such county or parish. A fully executed copy of this Assignment, including complete Exhibits, shall be maintained at the offices of Assignee. Assignor agrees to execute and deliver such other and further instruments and will do such other and further acts as in the reasonable opinion of Assignee may be necessary or desirable to carry out more effectively the intents and purposes of this Assignment, including, without limiting the generality of the foregoing, (a) prompt correction of any defect which may be hereafter discovered in the exhibits to this Assignment, (b) prompt execution and delivery of all division or transfer orders that may be required to transfer effectively the proceeds attributable to the Properties, and (c) prompt execution and delivery of such instruments as may be required from time to time in order to properly reflect record title in Assignee of the Properties in the public records. Furthermore, in the event that, under applicable federal or state statutes or regulations or by virtue of contractual obligations, a separate assignment of any of the Properties is required to be executed by Assignor on an approved form or on a separately executed instrument, such separate assignment shall be so executed on such approved forms or on such separate assignment in sufficient counterparts to satisfy any such statutory, regulatory, or contractual requirements. 14925302 \V -1 -3- 000812 This Assignment shall be effective at the Effective Time and shall cover and include all Properties owned or claimed by Assignor at the Effective Time, regardless of the time this Assignment is actually executed. Witnesses: Name: Franci M. Munchinski Witnesses: 14925302\V -1 Name: Francis M. Munchinski Return acknowledgment to: Capitol Services, Inc. P.O. Box 1831 Austin, TX 78767 800/345 ASSIGNOR: ENCORE OPERATING, L.P. By: Denbury Air, LLC (formerly EAP Operating, LLC) its general partner By: ASSIGNEE: H. Raymond Dubuisson Vice President Legal and Secretary DENBURY ONSHORE, LLC By: 6 H. Raymond Dubuisson Vice President Legal and Secretary -4- STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned authority, on this day personally appeared H. Raymond Dubuisson, known to me to be the person whose name is subscribed to the foregoing instrument as the Vice President Legal and Secretary of Denbury Air, LLC (formerly EAP Operating, LLC), general partner of Encore Operating, L.P., a Delaware limited partnership, and acknowledged to me that he executed the foregoing instrument in the capacity stated, and as the act and deed of said partnership. Given under my hand and seal of office, this 31st day o December, 2010. ,Y;°t JORI S. ANDRADE Notary Publics 3�... y. i State of Texas 5 Comm. Exp. 07 -18 -12 My Commission Expires: July 18, 2012 STATE OF TEXAS COUNTY OF COLLIN My Commission Expires: July 18, 2012 14925302\V -1 ACKNOWLEDGMENT 000813 ti Jo Andrade N. tary Public State of Texas ACKNOWLEDGMENT Before me, the undersigned authority, on this day personally appeared H. Raymond Dubuisson, known to me to be the person whose name is subscribed to the foregoing instrument as the Vice President Legal and Secretary of Denbury Onshore, LLC, a Delaware limited liability company and acknowledged to me that he executed the foregoing instrument in the capacity stated as the act and deed of said limited liability company. Given under my hand and seal of office, this 31 day of ecember, 2010. DRADE �y tz o_ Notary Public, State of Texas FOF1 Comm. ExF. 07.18 -12 Jo Andrade Ne ary Public State of Texas -5- 14925302 \V -1 EXHIBIT A Description of Oil and Gas Properties and Surface Contracts 000814 Ot l5 5 5 5 5 w2 5 s s a E t 2 7 7 tsi Ul V. 14925302 \V -1 EXHIBIT B Description of Wells 000816