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HomeMy WebLinkAbout960941THE STATE OF WYOMING COUNTY OF LINCOLN ASSIGNMENT, BILL OF SALE AND CONVEYANCE 000641 KNOW ALL MEN BY THESE PRESENTS that GREENBRIAR ENERGY LP IV, whose address is 3000 Richmond Avenue Ste 550, Houston, Texas 77098, (hereinafter referred to as "Assignor for and in consideration of ten dollars ($10.00) and other valuable considerations paid, the receipt and sufficiency of which are hereby acknowledged, for the mutual covenants herein contained, and subject to the exceptions, reservations, conditions and covenants hereafter provided, does hereby, grant, convey, sell, assign, and transfer unto: COROMANDEL ENERGY, LLC 11700 PRESTON ROAD, SUITE 660 -505 DALLAS, TX 75230 RECEIVED 9/12/2011 at 3:09 PM RECEIVING 960941 BOOK: 772 PAGE: 641 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY (hereinafter referred to as "Assignee all of Assignor's right, title, and interest in and to the following described properties and assets: (a) The working interest of Assignor in the oil and gas leases described in Exhibit "A" attached hereto and incorporated by reference, the leasehold estates or other interests in oil and gas created thereby including operating rights, and all rights and privileges appurtenant thereto INSOFAR AND ONLY INSOFAR AS such leases cover and include the lands, depths and rights described on Exhibit A, (such leases, limited as shown on Exhibit A, shall hereinafter be referred to as the "Leases (b) Any of Assignor's overriding royalty interests in and under the Leases insofar and only insofar as such overriding royalty interests are specifically described in Exhibit "A it being the intent of the parties hereto that Assignor retain any and all such overriding royalty interests covering the Leases and lands and formations covered thereby unless such overriding royalty interests are specifically described in Exhibit "A (c) All of Assignor's right, title and interest in and under, or derived from all presently existing contracts, agreements and instruments to the extent they relate to the interests described in Exhibit "A including, but not limited to, farmout agreements, farmin agreements, operating agreements, unitization agreements, secondary unitization agreements, communitization and pooling agreements, agreements for the sale or purchase of oil, gas, casinghead gas and processing agreements (all of which are hereinafter collectively referred to as "Existing Contracts (d) All of Assignor's right, title and interest in and to all real and personal property, fixtures, appurtenances, easements, rights -of -way, licenses, approvals or authorizations, permits and surface rights to the extent they directly relate to the interests described in Exhibit "A including all oil, condensate or gas wells, water source, and water and other injection or disposal wells located on the Leases or lands unitized or pooled therewith; and lease and unit owned facilities and all fixtures, equipment and other personal property used in connection with the production, gathering, storing, measuring, treating, operation, or maintenance of the properties described herein, whether or not located on the Leases; (e) Subject to Paragraph 7, and to the extent of the interests sold, all of Assignor's right, title and interest in and to the oil, gas of any kind and nature, other hydrocarbons and other minerals in, on and produced from or allocated to the leasehold interests sold to the Assignee from before and after the Effective Date hereof. All of the property and contract rights, titles and interests described above are hereinafter collectively called the "Purchased Properties TO HAVE AND TO HOLD the Purchased Properties unto the Assignee, its successors and assigns, forever subject to the terms, reservations and conditions contained herein. 1. This Assignment, Bill Of Sale And Conveyance is subject to the following: (a) All rights, duties, and obligation arising from or pursuant to the terms, conditions, provisions, covenants and royalties set forth in the Leases and in and to any and all agreements to which the Leases and or the Purchased Properties are subject, including but not limited to assignments, farmin ASSIGNME v 24253 Docx 7/21/20111:5, 000642 agreements, farmout agreements, letter agreements, pooling agreements, communitization agreements, unitization agreements, joint operating agreements, unit and unit operating agreements, or any other contract or other agreement; (b) The terms and conditions of all existing valid orders, rules and regulations and ordinances of Federal, State and other governmental agencies; (c) Any and all valid and subsisting oil, casinghead gas and gas sales, purchase, exchange and processing contracts and agreements, insofar and only insofar as the same are appurtenant to or relate to the Leases; (d) All overriding royalty interests, restrictions, exceptions, reservations, burdens, encumbrances, conditions, limitations, interests, instruments, agreements and other matters, if any, which are of record in the state and county which burden or affect the Purchased Properties; (e) All taxes affecting or related to the Purchased Properties, including but not limited to, any windfall profit taxes, excise taxes, production taxes and severance taxes (exclusive of Federal and State income taxes and franchise or other taxes imposed upon Assignor) incurred after the Effective Date. 2. The Assignee represents that it has inspected, or has had sufficient opportunity to inspect, the Purchased Properties and the premises and has satisfied itself as to the physical and environmental condition, both surface and subsurface, and the Assignee has satisfied itself as to the risks and obligations assumed hereunder, and that the Assignee hereby accepts the same in their "AS IS, WHERE IS" condition. IN ADDITION, ALL OF THE PURCHASED PROPERTIES, WHETHER REAL OR PERSONAL, ARE CONVEYED WITHOUT WARRANTIES OF TITLE OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND WITHOUT WARRANTIES AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 3. Prior to the execution of this Assignment, the Assignee has been afforded the opportunity to inspect the Purchased Properties and to examine the records of Assignor at Assignor's office with respect to the Purchased Properties and has been afforded access to all information in Assignor's possession with respect to the Purchased Properties. ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS MADE NO REPRESENTATIONS, VERBAL OR OTHERWISE, OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, OR AS TO THE ASSIGNOR'S TITLE TO THE PURCHASED PROPERTIES, AND IN ENTERING INTO AND PERFORMING THIS AGREEMENT, ASSIGNEE HAS RELIED AND WILL RELY SOLELY UPON ITS INDEPENDENT INVESTIGATION OF, AND JUDGEMENT WITH RESPECT TO, THE PURCHASED PROPERTIES, THEIR VALUE AND ASSIGNOR'S TITLE THERETO. 4. Assignor also hereby grants and transfers to the Assignee, its successors and assigns, the benefit of and the right to enforce the covenants and warranties, if any, which Assignor is entitled to enforce with respect to the Purchased Properties against Assignor's predecessors in title. 5. Only to the extent payments for oil, gas and other production from or attributable to the Purchased Properties, which was produced prior to the Effective Date, is made on or before one hundred twenty days after the Effective Date, such payment shall belong to Assignor. Assignee will assume all responsibility for notifying the purchasers of such production of the change of ownership. The parties shall execute such letters in -lieu of transfer orders or such other documents as may be reasonably required by any purchaser of production. 6. Only to the extent costs and expenses for operations incurred prior to the Effective Date attributable to the Purchased Properties are charged, billed or asserted on or before one hundred twenty days after the Effective Date, such costs and expenses shall be paid by Assignor. 7. Only to the extent they are determined and asserted on or before one hundred twenty days after the Effective Date, Assignor shall be responsible for (A) ad valorem taxes assessed against production occurring prior to the Effective Date and (B) a pro rata share of personal property taxes, severance taxes, conservation taxes and similar obligations. 8. Within one hundred twenty days after closing, Assignee and Assignor will effect a cash adjustment to account for (A) any payments received by Assignee for production from or attributable to the Purchased Properties which was produced prior to the Effective Date; (B) any payments received by Assignor for production from or attributable to the Purchased Properties which was produced after the Effective Date; (C) any costs, expenses, charges, and credits relating to operations of the Purchased Properties which were incurred after the Effective Date and paid by Assignor; (D) any costs and expenses for operations of the Purchased Properties which were incurred prior to the Effective Date which have not been paid by Assignor; (E) any ad valorem taxes and personal property taxes, severance Page 2 000643 taxes, conservation taxes and similar obligations; and (F) such other adjustments (including prepayments) as may be agreed upon by the parties hereto 9. Ad valorem taxes based upon production after the Effective Date, and personal property taxes, severance taxes, conservation taxes and similar obligations after the Effective Date will be the responsibility of Assignee. Assignee will bear all applicable sales taxes or similar taxes imposed by any state, county, municipal or other governmental entity as a result of the sale. 10. By acceptance of the Assignment, on and after the Effective Date the Assignee assumes and agrees to pay, perform and discharge all of Assignor's responsibilities, liabilities and obligations related to the environmental condition of the Purchased Properties. 11. The Assignee hereby assumes and agrees to perform all duties and obligations of the Assignor, present, past and future, applicable to the operations or prescribed in the Leases and Existing Contracts covered hereby. 12. Notwithstanding any other provisions contained herein to the contrary, the Assignee agrees to assume any and all responsibility which the Assignor may have under applicable governmental laws, rules and regulations concerning the plugging and abandonment of wells which are part of, or located on the Purchased Properties prior to the Effective Date, together with any cleanup and restoration of the surface or subsurface as may be required under the terms of any lease or applicable governmental laws, rules and regulations, and the Assignee agrees to defend, indemnify and hold Assignor its agents, employees and affiliated companies, harmless from any and all liabilities arising from the Assignee's failure, or alleged failure, to properly plug and abandon such wells and /or complete such cleanup or restoration of the surface as may be required as set forth above. 13. Notwithstanding any other provision contained herein to the contrary, the Assignee acknowledges that the Purchased Properties have been utilized for the purpose of exploration, production and development of oil and gas, and that the Assignee has been informed and is aware that oil and gas producing formations can contain naturally occurring radioactive material (NORM) and that some oil field production equipment and /or facilities may contain asbestos and /or NORM. The Assignee has inspected the property and premises and satisfied itself as to their physical and environmental condition, both surface and subsurface. On and after the Effective Date, the Assignee agrees to assume all responsibility and liability related to the environmental condition of the Purchased Properties and agrees to defend, indemnify and hold Assignor, its agents, employees and affiliated companies, harmless from any and all claims arising from the presence of NORM, asbestos, and any other environmental contaminants which may be on the premises or personal property as the result of oil and gas operations related to the Purchased Properties without regard to when such condition or contamination occurred, or whether based on any theory of negligence of the Assignor. 14. In addition to the two provisions immediately above, the Assignee agrees to defend, indemnify and hold harmless Assignor and its agent, employees and affiliated companies from and against all losses, costs, claims, demands, suits, liability and expense with respect to the Purchased Properties which arise out of or relate to Assignee's ownership and /or operation of such properties, or which in any manner relates to the condition of the premises and equipment without regard to when such condition arose. 15. The Assignee agrees to comply with all laws and with all rules, regulations and orders of all municipal, state and federal agencies and regulatory bodies in the conduct of all operations by Assignee in and on the lands covered hereby, including, but not by way of limitation, the proper plugging of all wells on the said lands, the proper disposal or treatment of wastes and the transfer or assumption of applicable permits, bonds, approvals and licenses. 16. As to any of the interests sold and identified on Exhibit "A" attached hereto, it is the intention of Assignor by this instrument to convey all of Assignor's working interest and net revenue interest in the said Purchased Properties, whether the interest is correctly described or incorrectly described in Exhibit "A To the extent that any of the lands or leases as described in Exhibit "A" lie outside of the sales area, the same is a scriveners error, and such lands and leases are hereby excluded from this Assignment. 17. The provisions of this instrument shall attach to and run with the leases and lands herein described and shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective (as applicable) heirs, executors, administrators, successors and assigns. 18. This instrument may be executed by Assignee and Assignor in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument. Page 3 THIS ASSIGNMENT, day of AUGUST located, STATE OF TEXAS COUNTY OF HARRIS My commission expires: BILL OF SALE AND CONVEYANCE is made and entered into this 1ST 11, but effective as of 7 a.m., local time where the Purchased Properties are 2011 (the "Effective Date STATE OF /QX�.I COUNTY OF ILI My commission expires: J i/L /i4 ASSIGNOR GREE RIAR ENERGY LP IV B I Cl 'Dodd Manager of GreenBriar Partners L.L.C. the general partner of Assignor ASSIGNEE COROMANDEL ENERGY, LLC By. Name �44/�p1� Title I ACKNOWLEDGEMENT The fore oing instrument was acknowledged before me on the day of 2011 by Cletus P. Dodd, manager of Green partner otreenBriar Energy LP IV a Texas limited pa r ship. The foregoing instrument was acknowledged before me this by o GWA�e, as f iestA7 i 7 r 'tc 4<S; /P �y ACKNOWLEDGEMENT Page 4 Briar Partners L.L.C e g- eral k&2 Notary 'rs W I Notary Public RIKKI RILEY POPKIN COMMISSION SIRES 1 APRIL 24, YD12 I /Sf day of Iv Wt 2011 4 KATHY J. SITZ 1 Notary Public, State of Texas y a My Commission Expires *We November 14, 2014 000644 of G M0,A0/e/ �i LLG, an r r A 2 O O -Z{ Z Z cn 3 K -D a 6)) m N m r m N y m m o r D y m m m 000645