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HomeMy WebLinkAbout962461ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT "Agreement is dated as of the 21st day of December, 2011 at 7:00 a.m. "Effective Date between Chevron U.S.A. Inc. "Assignor a Pennsylvania corporation, and Chevron Mining Inc., a Missouri corporation "Assignee RECITALS A. Assignor is the lessee by assignment of a Coal Mining Lease Agreement dated effective May 6, 1976, recorded on March 24, 1997 in Book 395 PR at page 171 of the records of Lincoln County, Wyoming (the "Coal Lease leasing the following lands (the "Assigned Property for coal development: Township 20 North, Range 117 West, 6th P.M. Section 27: All Township 19 North, Range 117 West, 6th P.M. Section 3: Lots 5, 6, 7, 8, S/2 N /2, S/2 [All] Section 15: All Section 27: All AGREEMENT 41.0246 B. Assignee desires the Coal Lease and its rights, title and interest for its coal mining activities. NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1. Assignor assigns to Assignee, and Assignee accepts from Assignor, without warranty of any kind, either express or implied, all of Assignor's rights, title and interest in the Assigned Property, subject to all of the provisions of this Agreement. 2. This Agreement and the agreements, terms, covenants, limitations and restrictions contained herein shall be effective as of the Effective Date. 3. Assignee will observe and comply with all covenants, terms, and provisions, express or implied, contained in the agreements, leases, easements, permits and all other contracts pertaining to Assignor's interest in the Assigned Property. This Agreement is made expressly subject to all such contracts, whether or not the same are specifically identified in this Agreement. Assignee will assume and be responsible for all obligations of Assignor, on and after the Effective Date. Assignee, by its execution of this RECEIVED 12/22/2011 at 3:13 PM 1 RECEIVING 962461 BOOK: 778 PAGE: 246 JEANNE WAGNER LINCOLN COUNTY CLERK KFMMFRFR �Aiv Agreement, adopts, ratifies and confirms all such agreements, and from the Effective Date, agrees to be substituted for the Assignor as a party to such agreements and agrees to assume Assignor's liability and responsibility under same. Assignee shall hold harmless Assignor from and against any and all claims, damages and losses resulting from or arising out of Assignee's ownership of the Coal Lease or resulting from or arising out of Assignee's mining operations on the lands covered by the Coal Lease. 4. Assignee agrees that it will not commit any act of default under the Coal Lease, and further agrees that in the event that Rock Springs Royalty Company, or its successors or assigns, shall notify either Assignor or Assignee that a default exists under the Coal Lease, Assignee agrees to remedy or rectify or alleviate said default within 30 days after receipt of notice of said default. 5. This Agreement is made on an "AS IS, WHERE IS" basis, "WITH ALL FAULTS," and WITHOUT WARRANTIES WHATSOEVER WITH RESPECT TO ANY INTEREST TRANSFERRED, EITHER EXPRESS OR IMPLIED, it being expressly agreed by Assignor and Assignee that ASSIGNOR MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ORIGIN, QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPLIANCE WITH GOVERNMENTAL REGULATIONS, TITLE TO REAL PROPERTY, TITLE TO PERSONAL PROPERTY, THE QUANTITY OR EXISTENCE OF RESERVES OF COAL OR OTHER MINERALS RECOVERABLE FROM THE ASSIGNED PROPERTY, OR OF TITLE TO OR CONDITION OF THE ASSIGNED PROPERTY. 6. Assignee shall be solely responsible for all sales and ad valorem taxes, which may be assessed by any taxing authority as a result of this Assignment. Assignee shall hold Assignor harmless from all such taxes and any interest and penalties thereon. 7. The parties hereby terminate that certain Sublease Agreement between Assignor and Assignee's predecessor -in- interest, The Pittsburg Midway Coal Mining Co., dated March 20, 1997, recorded on April 3, 1997 in Book 395 PR at page 584 of the records of Lincoln County, covering the Assigned Property. 8. The agreements, covenants, limitations and restrictions contained in this Agreement shall run with the land and shall be binding upon and inure to the benefit of Assignor and Assignee, their successors and assigns. Upon execution of this Agreement, it shall be recorded in the records of Lincoln County, Wyoming by Assignor. 00247 2 State of California County of Contra Costa CHEVRON U.S.A. INC. By: Frank G. Soler, Assistant Secretary CHEVRON MINING INC. Michael Woody, A /`istant Secretary On December 21, 2011 before me, K. Henry, Notary Public, personally appeared Frank G. Soler and Michael W. Woody, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 00248 K. HENRY Commission 1960461 Notary Public California Contra Costa County My Comm. Expires Dec 13, 2015 P 3