HomeMy WebLinkAbout971994STATE OF WYOMING
COUNTY OF LINCOLN
ASSIGNMENT AND BILL OF SALE
This ASSIGNMENT AND BILL OF SALE (this "Assignment dated April 15,
2013, but effective as of July 1, 2010 "Effective Time is from BP America
Production Company, a Delaware corporation, with an office at 501 WestLake Park
Boulevard, Houston, Texas 77079 "Assignor to Merit Management Partners I, L.P.,
Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy
Partners III, L.P., Merit Energy Partners E -III, L.P., and Merit Energy Partners F -III,
L.P., each a Delaware limited partnership, with an office at 13727 Noel Road, Suite 500,
Dallas, Texas 75240 (hereinafter referred to collectively as "Assignee Assignor and
Assignee sometimes individually, a "Party" and collectively, the "Parties
FOR Ten Dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby ASSIGNS and
TRANSFERS to Assignee all of Assignor's right, title and interest (real, personal, mixed,
contractual or otherwise) in, to and under or derived from the properties and interests
described on Exhibit "A" attached hereto and made a part hereof, provided that Assignor
expressly excepts, reserves and retains, unto itself, its affiliates, successors and assigns
the properties described on Exhibit `B" attached hereto and made a part hereof. Such
properties and interests assigned hereby, less and except the properties described on
Exhibit `B are referred to herein as the "Properties
Assignor warrants title to its interest in the Properties, subject to the Permitted
Encumbrances as described on Exhibit "C unto Assignee, its successors and assigns,
against all persons claiming or to claim the same or any part thereof by, through or under
Assignor, but not otherwise. THE PROPERTIES ARE ASSIGNED "AS IS AND,
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE
IMMEDIATELY PRECEDING SENTENCE AND AS EXPRESSLY PROVIDED
IN THE PURCHASE AND SALE AGREEMENT HEREINAFTER DESCRIBED,
ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY,
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (a)
MERCHANTABILITY OF THE PROPERTIES, (b) FITNESS OF THE
PROPERTIES FOR ANY PARTICULAR PURPOSE, (c) CONDITION OF THE
PROPERTIES (d) CONFORMITY OF THE PROPERTIES TO MODELS OR
SAMPLES OF MATERIALS AND (e) TITLE TO THE PROPERTIES.
RECEIVED 7/15/2013 at 2:05 PM
RECEIVING 971994
BOOK: 815 PAGE: 571
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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0571
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TO HAVE AND TO HOLD the Properties subject to the following terms and
conditions:
1. Agreements. This Assignment is made subject to and is burdened by the terms,
covenants and conditions contained in all valid and subsisting contracts, agreements and
instruments associated with or burdening the Properties, and Assignee agrees to be bound
by, assume the obligations arising under, and perform all of the terms, covenants and
conditions contained therein. The Properties are assigned by Assignor subject to the
Permitted Encumbrances (as listed on Exhibit "C" hereto). Further Assignor retains the
non exclusive rights of ingress and egress across, over and upon the lands included in the
Properties to the extent such retention does not contravene any existing agreements or
rights of Third Parties, for the purposes of Assignor's retained interests, and rights and
obligations retained by Assignor under the Purchase and Sale Agreement identified in
paragraph 4 below.
2. Compliance With Laws. This Assignment is made subject to all applicable laws,
statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are
promulgated, issued or enacted by a governmental entity having jurisdiction, and
Assignee agrees to comply with the same.
3. Successors and Assigns. The terms, covenants and conditions contained in this
Assignment are binding upon and inure to the benefit of the Parties and their respective
successors and assigns, and such terms, covenants and conditions are covenants running
with the land and with each subsequent transfer or assignment of the Properties or any
part thereof.
4. Purchase and Sale Agreement. This Assignment is made in accordance with
and is subject to the terms, covenants and conditions contained in that certain Purchase
and Sale Agreement dated July 24, 2010, by and between Assignor and Assignee
"Purchase and Sale Agreement a copy of which can be obtained from Assignee at
the above referenced address. The terms, covenants and conditions of the Purchase and
Sale Agreement are incorporated herein by reference, and if there is a conflict between
the provisions of the Purchase and Sale Agreement and this Assignment, the provisions
of the Purchase and Sale Agreement shall control.
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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EXECUTED on the day and year first referenced above, but effective as of the
Effective Time.
ASSIGNOR
BP AMERICA PRODUCTION COMPANY
Name: David G. Peterson
Title: Attorney -in -Fact
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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0573
ASSIGNEE
MERIT MANAGEMENT PARTNERS I, L.P.
MERIT MANAGEMENT PARTNERS II, L.P.
MERIT MANAGEMENT PARTNERS III, L.P.
MERIT ENERGY PARTNERS III, L.P.
By: Merit Management Partners GP, LLC,
general partner
By: ,<-44-7711/.���t"
Name:
Title: P resid en t
MERIT ENERGY PARTNERS E -III, L.P.
By: Merit Management Partners II, L.P.,
general partner
By: Merit Management Partners GP, LLC,
general partner
By:
Name: Christopher S. Hegge
Title:
MERIT ENERGY PARTNERS F -III, L.P.
By: Merit Management Partners III, L.P.,
general partner
By: Merit Management Partners GP, LLC,
general partner
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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STATE OF TEXAS
COUNTY OF HARRIS
My Commission Expires:
On this i S +h day of April, 2013, before me appeared David G. Peterson, to me
personally known, who, being by me duly sworn, did say that he is Attorney -in -Fact for BP
AMERICA PRODUCTION COMPANY, and that said instrument was signed on behalf of
said corporation.
Given under my hand and seal this 1S day of April, 2013.
F.vik�4 GEORGE L. MCLEOD
B�� Notary Public, State of Texas
My Commission Expires
;;P December 29, 2014
Given under my hand and seal this 3 ay of
Notary Public, State of Texas
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
GEORGE L. McLEOD
COMMICSION #12595224 -5
Name (Typed or Printed)
Notary's Identification Number
STATE OF TEXAS
COUNTY OF
On this 30A-cla of 2013, before me appeared
to me per rally known, who, being by me duly sworn,
did say tha he is Atto -in -Fact for MERIT MANAGEMENT PARTNERS I, L.P.,
MERIT MANAGEMENT PARTNERS II, L.P., MERIT MANAGEMENT PARTNERS
III, L.P., MERIT ENERGY PARTNERS III, L.P., MERIT ENERGY PARTNERS E -III,
L.P., and MERIT ENERGY PARTNERS F -III, L.P., and that said instrument was signed
on behalf of said corporation.
2013.
_..id A r
Notary blic, State of Texas
Name yped or Printed)
Notary's Identification Number
0575
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Exhibit "A" Properties
Attached to that certain Assignment and Bill of Sale dated effective July 1, 2010,
between BP America Production Company, as Assignor, and Merit Management Partners
I, L.P. et al, as Assignees
BP Contract: CF103521
Description: Road ROW Whitney Canyon Plant to Skull Point facility
Grantor: Kemmerer Coal Company
Grantee: Amoco Production Company
Date: June 4, 1981
Section: 18 30
Township: 19N
Range: 116W
County: Lincoln
State: Wyoming
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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Exhibit `B" Excluded Assets
THIS PAGE LEFT INTENTIONALLY BLANK
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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Exhibit "C" Permitted Encumbrances
THIS PAGE LEFT INTENTIONALLY BLANK
Assignment and Bill of Sale dated April 15, 2013 but effective July 1, 2010
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