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HomeMy WebLinkAbout870718STATE OF WYOMING COUNTY OF LINCOLN 01 JAN 11 t'' 11: 31 J[ A N� N N E rY�� 4�i E I In consideration of the sum of Ten Dollars ($10.00) and other goo3 'vVi�7fa a consideration, the receipt and sufficiency of which are hereby acknowledged, PETROLEUM, INC. (1300 Epic Center, 301 N Main, Wichtia, KS 67202), hereinafter referred to as Assignor, does hereby grant, convey, bargain, sell, assign, transfer and set over unto WHITING PETROLEUM CORPORATION (1700 Broadway, Suite 2300, Denver, Colorado 80290-2301), hereinafter referred to as Assignee, all of the right, title and interest of Assignor in and to the following property and interests, hereinafter collectively referred to as the "Assets KNOW ALL MEN BY THESE PRESENTS: ASSIGNMENT, BILL OF SALE AND CONVEYANCE B00458 PR PAGE 3 3 RECr_IVED SS: LINCOLN COUNT CLERK 870718 (a) All of Assignor's right, title and interest in and to the oil and gas leases described on the Exhibit "A" attached hereto (collectively, the "Leases (b) All of Assignor's right, title and interest in and to all wells, wellbores and units described on Exhibit "B" attached hereto (collectively, the ,"Wells"). (c) All of Assignor's right, title and interest in and to all easements; right -of -ways (pipelines, road, highway, streets, alleys, telephone and power lines, railways, and any other similar right -of- ways); surface leases; rights for grazing or the like; and other rights relative to surface operations on the Leases described on Exhibit "C" attached hereto. (d) All of Assignor's right, title and interest in and to all disposal agreements described on Exhibit "D" attached hereto. (e) All of Assignor's right, title and interest in and to all physical equipment located on or used in connection with the Leases and Wells, including but not limited to, pipe and equipment in the Wells, machinery and equipment used to produce the Wells, storage tanks, pipelines, gas plants, gathering systems, fixtures and structures, and any other oil field machinery, equipment and materials located on or used in connection with the Wells, Leases and lands covered thereby or with the production, treatment, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto. (f) All of Assignor's right, title and interest in and to all contracts associated with the acquisition of the Leases; the operation of the Wells; used or held for use in connection with the ownership or operation thereof or with the production, treatment, sale or disposal of hydrocarbons, water or substances associated with hydrocarbons, and the production of hydrocarbons including, but not limited to, Joint Operating Agreements, farmout /farmin agreements, participation agreements, oil, gas and condensate purchase and sale contracts; permits; licenses; servitudes; bottomhole agreements; dry hole agreements; area of mutual interest agreements; acreage contribution agreements; unit agreements; pooling agreements; communitization agreements; processing, gathering, compression and transportation agreements. (g) To the extent transferable, all of Assignor's right, title and interest in all other contract rights, intangible rights (excluding Assignor's trademarks and service marks), inchoate rights, choses in action, rights under warranties made by prior owners, manufacturers, vendors and other third parties, and rights accruing under applicable statutes of limitations or prescription INSOFAR AND ONLY INSOFAR as the foregoing items accrue or are attributable to the Assets. (h) All of Assignor's right, title and interest in and to the equipment and the equipment yards in Casper and Gillette, Wyoming and Sherwood, North Dakota, described on the Exhibit "E" attached hereto. (i) All of Assignor's right, title and interest in and to the vehicles used in the operation and maintenance of the Assets described on Exhibit "F" attached hereto. `tATT 3Harg J Hin sst Sec. /Treasurer tr ATTEST; By 08 70 Chris ASSIGNMENT, BILL COIN AND CONVEYANCE Page 2 (j) All of Assignor's files, records, information and data specifically relating to Assets, including but not limited to, title records (including abstracts, title opinions and title documents), contracts, correspondence, seismic data and interpretations, geological data and information (including maps and interpretations thereof), production records, electric logs (including cross sections and correlations thereof), core data, pressure data, decline curves, graphical production curves, drilling reports, well completion reports, drill stem test charts and reports, engineering reports, regulatory reports, and all related materials which may lawfully be conveyed to Assignee (i.e., the materials are not subject to a proprietary agreement precluding transfer to Assignee). (k) All payments, and all rights to receive payments, with respect to the ownership of the production of hydrocarbons from or the conduct of operations on the Assets accruing after the Effective Date. Assignee herein agrees to assume responsibility for and agrees to plug and abandon each and every Well located on the Assets and to restore the surface of the Assets in accordance with applicable governmental rules, regulations, laws and orders and as may be required under the Leases or any other contract or agreement affecting the Assets. In the event Assignee fails to do the foregoing, Assignor shall not be held liable for said responsibilities and /or obligations. Assignee herein agrees to be bound by and to perform all of the duties and obligations in connection with the Assets accruing after the Effective Date under any contract, unit or operating agreement, or other agreement affecting the Assets. Assignee agrees to release, protect, defend, indemnify and hold Assignor, its officers, directors, employees and parent, subsidiary and affiliated corporations harmless from all claims, liability, damage, expenses or other costs arising as a result of Assignee's ownership or operation of the Assets after the Effective Date. In addition to this Assignment, Assignor and Assignee shall execute, if applicable any documents or instruments required by any state or federal authority to further evidence the assignment of the Assets by Assignor to Assignee. Assignor herein agrees to bind itself, its successors, legal representatives and assigns, to warrant and forever defend all and singular the Assets against every person whomsoever claiming by, through or under Assignor but not otherwise. The provisions hereof shall be considered and construed as covenants running with the respective interests herein assigned and shall be available to and binding upon the respective successors and assigns of Assignor and Assignee. This Assignment is delivered pursuant to and subject to that certain Purchase and Sale Agreement dated as of November 3, 2000, between Assignor, as "Seller," and Assignee, as "Buyer." Such Purchase and Sale Agreement contains certain representations and warranties and additional indemnities, covenants and obligations which survive the delivery of and shall not be deemed merged into this Assignment as and to the extent provided in such Purchase and Sale Agreement. EXECUTED this 19th day of December, 2000, but effective as of 7:00 a.m., Mountain Time, on the 1' day of October, 2000 (the "Effective Date t'id$n, Asst. Secretary "ASSIGNOR" "ASSIGNEE" By By PETROLEUM, INC. 134 omas D. B ard, Sr Vice President WHITING PETROLEUM CORPORATION Jo R. Hazle t, ice President 08 "0718 STATE OF KANSAS COUNTY OF SEDGWICK SS: Witness my hand and official seal. STATE OF COLORADO COUNTY OF DENVER SS: Witness my hand and official seal. ASSIGNMENT, BILL OF SALE AND CONVEYANCE Page 3 ACKNOWLEDGMENTS My Commission Expires: The foregoing instrument was executed /acknowledged before me this 19th day of December, 2000 by Thomas D. Beard, Sr. Vice President for PETROLEUM, INC., on behalf of said corporation. My Commission Expires: k --/3 -,2_©O� Debra A. Peluso 1700 Broadway, Suite 2300 Denver, CO 80290 My Commission Expires: June 13, 2002 ikw 135 I. Notary Public MELODY ra ,Nt R i ZOOID !'Ulu 'ST! rG Cf KAEGSL The foregoing instrument was executed /acknowledged before me this 19th day of December, 2000 by John R. Hazlett, Vice President of WHITING PETROLEUM CORPORATION, on behalf of said corporation. Notary Public 0 H H o VD k0 r ii. mm N N va `,i7 tii oo Z nr p.t Ell Z z ors o� RI a+ tea, cn >4 tri 0o ro 1-11-1 ei co H H H 1-3 t'1 txi rcn w H Li 0 zPJ n o x r n FH N Ol 4o J CAI t1 Otr] ill it A fti O t� H H H 0 z 0 P0 H ti P:i 0 H H tTl r tii E H CO Z tx1 n til N N ttil F.< Coco him CO0 00 00 t=1 Z 0101 00 N CO N tnr� CrJ 7:1Z al rio r z 4wp N• .A co- co n r 0 Z 0 H CA O 136 H td H H 9 13 7 ATTACHED TO AND MADE A PART OF ASSIGNMENT, BILL OF SALE AND CONVEYANCE EXHIBIT `B' NO EXHIBIT `B' IP! likr-as ATTACHED TO AND MADE A PART OF ASSIGNMENT, BILL OF SALE AND CONVEYANCE EXHIBIT `C' NO EXHIBIT `C' ATTACHED TO AND MADE A PART OF ASSIGNMENT, BILL OF SALE AND CONVEYANCE EXHIBIT `D' NO EXHIBIT `D' 11 ,1u 7 is ATTACHED TO AND MADE A PART OF ASSIGNMENT, BILL OF SALE AND CONVEYANCE EXHIBIT `E' NO EXHIBIT `E' 0870718 141 ATTACHED TO AND MADE A PART OF ASSIGNMENT, BILL OF SALE AND CONVEYANCE EXHIBIT `F' 4 NO EXHIBIT `F'