HomeMy WebLinkAbout970957ASSIGNMENT
RECEIVED 5/13/2013 at 12:54 PM
RECEIVING 970957
BOOK: 811 PAGE: 363
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
This Assignment (this "Assignment from Anadarko Petroleum Corporation, a
Delaware Corporation, whose address is 1201 Lake Robbins Drive, The Woodlands, Texas
77380 "Assignor to Anadarko E &P Onshore LLC, a Delaware limited liability company and
subsidiary of Assignor, whose address is 1201 Lake Robbins Drive, The Woodlands, Texas
77380 "Assignee is executed this2g of April, 2013 but effective as of 6:32 a.m., Eastern
Daylight Time, on the 1st day of April, 2013 "Effective Time
ARTICLE 1
Assignment of Oil and Gas Interests
Assignment: Assignor, for good and valuable consideration, in hand paid, the receipt
and sufficiency of which are hereby acknowledged, hereby assigns, grants, bargains, sells, and
conveys unto Assignee, all of Assignor's right, title, interest and estate, real or personal,
recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following,
(collectively the "Assets
(a) All of the oil and gas leases; subleases and other leaseholds; carried interests;
farmout rights; options; and other properties and interests described on Exhibit A attached
hereto, subject to such depth limitations and other restrictions as may be set forth on Exhibit A
(collectively, the "Leases and together with each and every kind and character of right, title,
claim, and interest that Assignor has in and to the Leases, or the lands currently pooled,
unitized, communitized or consolidated therewith (the "Lands
(b) All oil, gas, water or injection wells located on the Lands, whether producing,
shut -in, or temporarily abandoned (the "Wells
(c) All contracts, agreements and instruments by which the Assets, Leases, Lands
and Wells, (collectively the "Properties are bound, or that relate to or are otherwise applicable
to the Properties, only to the extent applicable to the Properties rather than Assignor's other
properties, including but not limited to, operating agreements, unitization, pooling and
communitization agreements, declarations and orders, joint venture agreements, farmin and
farmout agreements, exploration agreements, participation agreements, exchange agreements,
transportation or gathering agreements, agreements for the sale and purchase of oil, gas,
casinghead gas or processing agreements to the extent applicable to the Properties or the
production of Hydrocarbons produced in association therewith from the Properties, (hereinafter
collectively referred to as "Contracts but excluding any contracts, agreements and instruments
to the extent transfer is restricted by third -party agreement or applicable Law;
(d) All easements, permits, licenses, servitudes, rights -of -way, surface leases and
fee and other surface rights "Surface Contracts appurtenant to the Properties, including but
not limited to those identified on Exhibit B attached hereto, but excluding any permits and other
rights to the extent transfer is restricted by third -party agreement or applicable Law and the
necessary consents to transfer are not obtained;
(e) All equipment, machinery, fixtures and other tangible personal property (including
spare parts, owned vehicles and leased vehicles [to the extent that the leases covering such
vehicles are assignable]) and improvements located on the Properties or used or held for use
primarily in connection with the operation of the Properties "Equipment
(f) All flow lines, pipelines, gathering systems and appurtenances thereto located on
the Properties or used, or held for use, primarily in connection with the operation of the
Properties, "Pipelines
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(g) All Hydrocarbons produced from or attributable to the Leases, Lands, and Wells
from and after the Effective Time;
(h) All lease files; and files; well files; gas and oil sales contract files; gas processing
files; division order files; abstracts; title opinions; computer and communications software or
intellectual property presently used for the operation of the Assets and located on the Properties
(including codes, tapes, data and program documentation and related technical information);
land surveys; Togs, interpretive data, technical evaluations and technical outputs to the extent
such logs, data, evaluations and outputs are not subject to any third -party confidentiality
restrictions; maps; engineering data and reports; and other books, records, data, files, and
accounting and financial records, in each case to the extent related primarily to the Assets, or
used or held for use primarily in connection with the maintenance or operation thereof, but
excluding (i) any books, records, data, files, maps and accounting records to the extent
disclosure or transfer is restricted by third -party agreement or applicable Law and the necessary
consents to transfer are not obtained, (ii) attorney client privileged communications and work
product of Assignor's legal counsel (other than title opinions), (iii) reserve studies and
evaluations, and (iv) records relating to the negotiation and consummation of the sale of the
Assets (subject to such exclusions, the "Records
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns,
forever, subject, however, to the terms and conditions of this Assignment.
ARTICLE 2
Limited Warranty and Disclaimers
Special Limited Warranty: As of the Effective Time, Assignor warrants title to the
Properties to Assignee only as against all persons claiming or to claim the same or any part
thereof by, through or under Assignor, but not otherwise. This special limited warranty is limited
to Assignee by Assignor and is not assignable, transferrable, nor assumable.
Assignor makes no, and expressly disclaims any, other warranty of title to the Assets.
Assignor hereby assigns to Assignee all rights of substitution and subrogation in and to all of the
rights, claims, and causes of action on warranties given or made by Assignor's predecessors
(other than Affiliates of Assignor), to the extent Assignor may legally transfer such rights.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, ASSIGNOR EXPRESSLY DISCLAIMS
ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I)
TITLE TO ANY OF THE WELLS, EQUIPMENT AND PIPELINES, (II) THE CONTENTS,
CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF
ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC
DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY
OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV)
ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED
BY THE ASSETS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE ASSETS, (VI)
THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR
MARKETABILITY OF THE ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF
ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR
STATEMENTS PREPARED BY THIRD PARTIES, (VIII) ANY OTHER MATERIALS OR
INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO
ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS,
CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT OR ANY DISCUSSION OR
PRESENTATION RELATING THERETO, AND FURTHER DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF
MERCHANTABILITY, FREEDOM FROM VICES OR DEFECTS, FITNESS FOR A
PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS
OF ANY EQUIPMENT, WELLS AND PIPELINES, IT BEING EXPRESSLY UNDERSTOOD
AND AGREED BY THE PARTIES HERETO THAT ASSIGNEE SHALL BE DEEMED TO BE
OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF
REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS AND THAT ASSIGNEE HAS MADE
OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE,
OR (IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR
TRADEMARK INFRINGEMENT.
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EXECUTED on the date first written above.
ARTICLE 3
Miscellaneous
Section 3.1. Further Assurances: After the Effective Time, without further
consideration, Assignor and Assignee each agrees to take such further actions and to execute,
acknowledge and deliver all such further documents as are reasonably requested by the other
party for carrying out the purposes of this Assignment.
Section 3.2. Successors and Assigns: This Assignment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns, except that no
warranties or representations of Assignor shall transfer to such successors or assigns.
Section 3.3. Governing Law: This Assignment and the rights of the parties hereunder
shall be governed by, and construed in accordance with, the laws of the State of Wyoming
without regard to principles of conflicts of laws otherwise applicable to such determinations.
Section 3.3 Restrictions on Assignment. If there are prohibitions against or
conditions to the assignment of one or more portions of the Properties without the prior written
consent of third parties that, if not satisfied, would result in a breach thereof by Grantor or would
give an outside party the right to terminate Grantee rights with respect to such portion of the
Properties (any such prohibition or condition being herein called a "Restriction then
notwithstanding anything herein to the contrary, the transfer or attempt to transfer title to, or
interest in, such portion of the Properties through this Assignment shall not become effective
unless and until such Restriction is satisfied or waived by the parties hereto and thereto, or
becomes otherwise inoperable or unenforceable. To the extent complete legal and equitable
title to such portion of the Properties is prohibited from being conveyed from Assignor to
Assignee until such satisfactions or waivers of the Restrictions are obtained, Assignor shall
continue to hold record legal title to such portion of the Assets as nominee for Assignee. As
nominee, Assignor shall not be authorized to take and shall not take any action with respect to
such portion of the Assets except to the extent expressly authorized and directed in writing by
Assignee. Further, Assignor shall exercise all voting rights with respect to such portion of the
Assets as directed by Assignee. For purposes hereof, Assignor and Assignee shall treat and
deal with any such portion of the Assets as if full legal and equitable title to such portion of the
Assets had passed from Assignee to Assignor at the Effective Time. When and if such
restriction is satisfied, waived or removed, the assignment of such portion of the Assets as may
be subject thereto shall become effective automatically as of the Effective Time, without further
action on the part of Assignor and Assignee, respectively.
Assignor:
ANADARKO PETROLEUM CORPORATION
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Michael A. Nixson
Agent and Attorney -in -Fact
Assignee:
ANADARKO E &P ONSHORE LLC
By:
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Michael A. Nixson
Agent and Attorney -in -Fact
STATE OF COLORADO
COUNTY OF DENVER
The foregoing instrument was acknowledged before me by Michael A. Nixson, Attorney in
Fact for ANADARKO PETROLEUM CORPORATION, a Delaware corporation, on behalf of the
corporation, which has, if required by its by -laws, affixed its seal hereto this29tay of April, 2013.
Witness my hand and official seal.
KATHLEEN LOHNiANN
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20004028072
MY COMMISSION EXPIRES 09/22/2016
STATE OF COLORADO
COUNTY OF DENVER
Witness my hand and official seal.
KATHLEEN LOHMANN
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20004028072
M Y COMMISSION EXPIRES 09/22/2016
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Notary Public in and for
the State of Colorado
oAmenh
(Printed Name of Notary)
My commission expires: 4 07- 2 2 0 /6
The foregoing instrument was acknowledged before me by Michael A. Nixson, Attorney in
Fact for ANADARKO E&P ONSHORE LLC, a Delaware limited liability company, on behalf of the
limited liability company, which has, if required by its by -laws, affixed its seal hereto this of
April, 2013.
Notary Public in and for
the State of Colorado
kefit eel') t,O
(Printed Name of Notary)
My commission expires: q
UPON RECORDING RETURN TO:
Anadarko Petroleum Corporation
Attn: LEC Timberloch 2
P. 0. Box 1330
Houston, TX 77251 -1330
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