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STATE OF: WYOMING Providence Minerals, LLC
COUNTY OF: LINCOLN 14860 Montfort Drive, Suite 209
Dallas, TX 75240
RECEIVED)
LINCOLN COUNTY CLERK
01 JAN 16 8:
JEANNE 'W'r 'A'GNER
KEMMERER, WYOMING
ASSIGNMENT AND BILL OF SALE PR PAGE 0 1
THIS ASSIGNMENT AND BILL OF SALE is made and entered into effective the 1st day of
October, 2000, at 7:00 A.M. Central Standard Time (the "Effective Time by and between Devon
Energy Production Company, L.P., an Oklahoma Limited Partnership, with offices at 20 North
Broadway, Suite 1500, Oklahoma City, Oklahoma 73102 -8260, hereinafter referred to as "Devon and
Providence Minerals, LLC, with offices at 3838 Oak Lawn, Suite 1222, Dallas, Texas 75219 hereinafter
referred to as "Buyer
WITNESSETH:
THAT WHEREAS, Devon and Buyer have entered into a Purchase and Sale Agreement dated as
of December 4, 2000 (the "Agreement which provides for assignment to Buyer of all of Devon's right
title and interest in and to certain properties covered thereby and assigned herein;
NOW THEREFORE, for and in the consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Devon
does hereby bargain, sell, assign and convey unto Buyer subject to the terms, reservations, waivers and
provisions as hereinafter set forth,
All of Devon's rights, titles and interests in, to and under items (a) through (e) below, collectively the
"Properties":
(a) Leaseholds and Rights in Production. The oil, gas and mineral leases and the operating rights,
working interests, carried working interests, overriding royalty interests, reversionary interests, rights of
assignment and reassignment, payments out of production, including, without limitation, any gas balancing
rights or obligations which may result from either underproduction or overproduction and all claims and
choses in action concerning same, regardless of whether such gas imbalance occurred before or after the
Effective Time, as hereinafter defined, and interests in rights to explore for and produce oil, gas or other
INSTRUMENT PREPARED BY: 1.
GLEN MAYNARD
DEVON ENERGY PRODUCTION COMPANY, L.P.
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OK 73102
0870'790
302
minerals applicable to any of the lands which are described in Exhibit "A" "Leases attached hereto and
made a part hereof, subject to any depth restrictions described on Exhibit "A";
(b) Contract Rights. All rights and interests in or derived from unit agreements, orders and
decisions of state and federal regulatory authorities establishing or relating to units, unit operating
agreements, enhanced recovery and injection agreements, oil or gas purchase or sale agreements, farmout
agreements and farmin agreements (and any leasehold interests, working interests, royalty interests or other
interests acquired or reserved pursuant thereto), assignments of operating rights, working interests and
subleases, and any other agreements and only to the extent that they relate to the Leases;
(c) Easements and Permits. All other contracts, agreements, leases, licenses, permits,
easements, rights -of -way, franchises, servitudes, notes and orders insofar and only to the extent that they
relate to the operations conducted or to be conducted thereon, or appurtenant to or used in connection with
the Leases, or for the production, treatment, sale or disposal of hydrocarbons or water produced therefrom or
attributable thereto
(d) Wells and Equipment. All producing, non producing and shut -in oil and gas wells, known
or unknown, plugged or unplugged (including those set forth on Exhibit "B saltwater disposal wells and
water wells, surface equipment, down -hole equipment, buildings, personal property, fixtures (including,
without limitation, plants and pipelines), equipment (including, without limitation, inventory and supplies)
and improvements located on or otherwise pertaining to the Leases, or lands pooled or unitized therewith or
used or obtained in connection therewith or with the operation or maintenance thereof, or with the past or
present production, treatment, sale or disposal of hydrocarbons or water produced therefrom or attributable
thereto, including, without limitation, claims and chores in action for any period prior to and including the
date hereof;
(e) Records. All original books, files, other records and other information of Devon (including,
without limitation, all land, geological, and accounting files, records and other material) relating to such
activities, as they pertain to the Leases, to the extent they are assignable; and
This Assignment and Bill of Sale is made subject to the terms and conditions of the Agreement,
including, without limitation, the obligations of the assumption of liabilities, indemnities, and other
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obligations. In the event of a conflict between the provisions hereof, and the provisions of the
Agreement, the provisions of the Agreement shall control.
THIS ASSIGNMENT AND BILL OF SALE IS MADE WITHOUT ANY WARRANTY OF
TITLE, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHOUT ANY EXPRESS
OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY
OF THE EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED IN THE PROPERTIES OR
ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR
IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER. IT IS SPECIFICALLY
UNDERSTOOD THAT THE PROPERTY DESCRIBED IN EXHIBIT "A" IS BEING SOLD AS IS,
WHERE IS, WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT BUYER HAS
INSPECTED THE PROPERTIES FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION,
FOR THE PURPOSE OF DETECTING THE PRESENCE OF NORM AND MAN MADE MATERIAL
FIBERS (HEREINAFTER REFERRED TO AS "MMMF AND SATISFIED ITSELF AS TO THEIR
PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE,
INCLUDING, BUT NOT LIMITED TO, CONDITIONS RELATED TO THE PRESENCE, RELEASE
OR DISPOSAL OF HAZARDOUS SUBSTANCES, AND THAT BUYER IS RELYING SOLELY
UPON THE RESULTS OF SUCH INSPECTION OF THE PROPERTIES AND SHALL ACCEPT ALL
OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. DEVON DISCLAIMS ALL
LIABILITY ARISING IN CONNECTION WITH THE PRESENCE OF NORM OR MMMF ON THE
PROPERTIES AND IF TESTS HAVE BEEN CONDUCTED BY DEVON FOR THE PRESENCE OF
NORM OR MMMF, DEVON DISCLAIMS ANY WARRANTY RESPECTING THE ACCURACY OF
SUCH TESTS OR RESULTS. IN ADDITION, DEVON AND ITS CONSULTANTS SHALL MAKE
NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR
HEREAFTER FURNISHED BUYER IN CONNECTION WITH THE PROPERTIES, OR AS TO THE
QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS. ANY
AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY DEVON IS
PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME
SHALL BE AT BUYER'S SOLE RISK. BUYER EXPRESSLY ACKNOWLEDGES THAT THIS
EXPRESS WAIVER SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS
ASSIGNMENT AND BILL OF SALE AND THE CONSIDERATION THEREOF; AND
ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF
BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND
KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY.
Nothing herein shall be construed to create a partnership, a joint venture, an association, a trust, a
mining partnership or other entity, nor to constitute Buyer and Devon as agent for the other.
Buyer shall record this Assignment and Bill of Sale in each county in which the Properties reside
for the purpose of providing notice to all persons of the existence and burden of this Assignment and Bill
of Sale.
IN WITNESS WHEREOF, this ASSIGNMENT and BILL of SALE is dated and becomes
effective the date as first set out above and is properly executed by the parties hereto as evidenced by the
signatures below.
DEVON ENERGY PRODUCTION COMPANY, L.P.
By: DEVON ENERGY MANAGEMENT COMPANY, L.L.C.,
GENERAL PARTNER
By:
By:
OS70 796
R. D. Clark, Vice President
ION
PROVIDENCE MINERALS, LLC
By: PROVIDENCE ENERGY CORP., MANAGER
Michael Allen, Presi s ent
4
3 0 4
STATE OF OKLAHOMA
COUNTY OF OKLAHOMA
Be it known, that on this #2 day of December, 2000, before me, the undersigned authority,
personally came and appeared R. D. Clark, to me personally known and known by me to be the Vice
President of Devon Energy Management Company, L.L.C., an limited liability company, General Partner
of Devon Energy Production Company, L.P., an Oklahoma Limited Partnership, who signed said
document before me that he signed the above and foregoing document as his own free act and deed and as
the free act and deed of the company and partnership and for the uses and purposes therein set forth and
apparent.
In witness whereof, the said appearer has signed these presents and I have hereunto affixed my
hand and seal, together with the said witnesses on t day and date first above written.
6,00
My Commission Expires
STATE OF OKLAHOMA
COUNTY OF OKLAHOMA
My Commission Expires
305
otary Public, State of Oklahoma
Be it known, that on this day of December, 2000, before me, the undersigned authority,
personally came and appeared Michael Allen, to me personally known and known by me to be the
President of Providence Energy Corp., a Texas Corporation, Manager of Providence Minerals, LLC, a
Texas Limited Liability Company, who signed said document before me, that he signed the above and
foregoing document as his /her own free act and deed and as the free act and deed of the partnership and
for the uses and purposes therein set forth and apparent.
In witness whereof, the said appearer has signed these presents and I have hereunto affixed my
hand and seal, together with the said witnesses on t day and date first above written.
\l.Q l otary Public, State of K9,/f
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