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HomeMy WebLinkAbout972714(Black Diamond Lincoln County, WY) PREPARED BY: Fred N. Diem Urban Oil Gas Group, LLC 1000 E. 14t Street, Suite 300 Plano, Texas 75074 RECEIVED 8/19/2013 at 11:31 AM RECEIVING 972714 BOOK: 818 PAGE: 204 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ASSIGNMENT AND BILL OF SALE ARTICLE I Granting and Habendum 1 0201 THIS ASSIGNMENT AND BILL OF SALE (this "Assignment effective as of 7:00 a.m. on May 1, 2013 (the "Effective Time is made by Urban Fund II, L.P., a Delaware limited partnership, and Urban Oil and Gas Partners, B -1, LP, a Delaware limited partnership (collectively referred to herein as "Assignor whose address is 1000 E. 14 Street, Suite 300, Plano, TX 75074, to Signal Petroleum Company, a Texas Corporation "Assignee whose address is 4110 Sycamore Lane, Parker, TX 75002. For Ten Dollars ($10.00) and other good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledge, Assignor does hereby grant, bargain, sell, transfer, convey, set over, assign and deliver unto Assignee, its successors and assigns, effective for all purposes as of the Effective Time and subject to the matters set forth herein, 1.0% of the Assets (such interest being hereinafter referred to as "Assignee's Interest The term "Assets" shall mean all of Assignor's right, title and interest in and to the following: (a) the leasehold estates in and to the oil, gas and mineral leases described or referred to in Exhibit A (the "Leases and any overriding royalty interests in and to the lands covered by the leases, assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A provided that all of the foregoing are subject to the limitations described in Exhibit A (collectively, the "Subject Interests," or singularly, a "Subject Interest (b) all rights incident to the Subject Interests, including, without limitation, (i) all rights with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable, all easements, rights -of -way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to or used solely in connection with the Subject Interests "Easements including, without limitation, the Easements described on Exhibit A; (Black Diamond Lincoln County, WY) (d) to the extent assignable or transferable, all personal property, equipment, fixtures, inventory and improvements located on or used solely in connection with the Subject Interests and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons (collectively, "Hydrocarbons byproducts or waste produced therefrom or attributable thereto, including, without limitation, all wells located on the lands covered by the Subject Interest or on lands with which the Subject Interest have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including, without limitation, all wells, wellhead equipment, pumps, pumping units, flowlines, gather systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery located on or associated with the leases (collectively, "Personal Property (e) to the extent assignable or transferable, all contracts, agreements and other arrangements that relate to the Subject Interests, the Leases or the Easements, including, without limitation, production sales contracts, farmout agreements, operating agreements, service agreements and similar agreements (collectively, the "Contracts (f) to the extent assignable or transferable, all books, records, files, muniments of title, reports and similar documents and materials, including, without limitation, lease records, well records, and division order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents related to the Assets), contracts and contract files, and correspondence, that relate to the foregoing interests in the possession of, and maintained by, Assignor (collectively, the "Records and (g) all geological and geophysical data relating to the Subject Interests, other than such data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party. For purposes hereof "Third Party" means any person or entity, governmental or otherwise, other than Assignor or Assignee, and their respective affiliates; the term includes, but is not limited to, working interest owners, royalty owners, lease operators, landowners, service contractors and governmental agencies. The Assignee's Interest is conveyed by Assignor in the following proportions: Urban Fund II, LP 88.70% Urban Oil and Gas Partners, B -1, LP 11.30% TO HAVE AND TO HOLD the Assets, together with all and singular the rights, privileges, contracts and appurtenances, in any way appertaining or belonging thereto, unto Assignee, its successors and assigns, forever, subject to the matters set forth herein. 2 3 (Black Diamond Lincoln County, WY) ARTICLE II Special Warranty of Title and Disclaimers Section 2.01 Special Warranty of Title. Assignor hereby agrees to warrant and defend title to the Assets solely unto Assignee against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise. Section 2.02 Disclaimer. ASSIGNEE ACKNOWLEDGS THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS; (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR; AND (c) THE ENVIRONMENTAL CONDITION OF THE ASSETS. NOTWITHSTANDING ANYTING OT THE CONTRARY IN THIS ASSIGNEMNT, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGTHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF ASSIGNEE AND ASSIGNOR THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO ASSIGNEE, AND ASSIGNEE SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPSECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS ASSIGNEE DEEMS APPROPRIATE, ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE 020€ (Black Diamond Lincoln County, WY) ARTICLE III Miscellaneous EXTENT REQUIRED BY APPLICALE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. Section 3.01 Construction. The captions in this Assignment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Assignment. Assignor and Assignee acknowledge that they have participated jointly in the negotiation and drafting of this Assignment and as such they agree that if an ambiguity or question of intent or interpretation arises hereunder, this Assignment shall not be construed more strictly against one party than another on the grounds of authorship. Section 3.02 No Third Party Beneficiaries. Nothing in this Assignment shall provide any benefit to any Third Party to any claim, cause of action, remedy or right of any kind, it being the intent of the parties hereto that this Assignment shall otherwise not be construed as a Third Party beneficiary contract. Section 3.03 Assignment. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Section 3.04 Counterparty Execution. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all of such parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an original. Section 3.05 Recording. To facilitate the recording or filing of this Assignment, the counterpart to be recorded in a given county may contain only that portion of the exhibits that describes Assets located in that county. In addition to filing this Assignment, the parties hereto shall execute and file with the appropriate authorities, whether federal, state or local, all forms or instruments required by applicable law to effectuate the conveyance contemplated hereby. Said instruments shall be deemed to contain all of the exceptions, reservations, rights, titles and privileges set for the herein as fully as though the same were set forth in each such instrument. The interests conveyed by such separate assignments are the same, and not in addition to the Assets conveyed herein. Section 3.06 Purchase Agreement. This Assignment is subject to all of the terms and conditions of that certain Purchase and Sale Agreement dated October 1, 2012, by and between Excelsior Resources, Ltd. and Stetson Petroleum Corp. and Assignor (the "Agreement In the event of a conflict between the terms and conditions of the 4 0207 (Black Diamond Lincoln County, WY) 0 2 0 8 Assignment and the terms and conditions of the Agreement, the Agreement shall govern and control. IN WITNESS WHEREOF, this Assignment is executed by the parties on the date of their respective acknowledgments below, but shall be effective for all purposes as of the Effective Time. Assignor: URBAN FUND II, LP By: Urban Fu 5 By: By: Assignee: By: Giner rtner Fred Diem, Vic e resident Fred N. Diem, Vice President By: Signal Petroleum Company oe A. Marek, President URBAN OIL AND GAS PARTNERS, B -1, LP By: Urban Fund II, LP, General Partner By: Urban Func artner THE STATE OF TEXAS COUNTY OF COLLIN ww newnnua BRENDA GIANNINA NOTARY PUBLIC State of Texas Comm. Exp. 10/13/2013 (C(iA BRENDA GIANNINA NOTARY PUBLIC E State of Texas Cnmm. Exp. 10/13/2013 rVflvvvvnwnv 6 (Black Diamond Lincoln County, WY) ACKNOWLEDGMENTS Notary Public in and for the State of Texas Notary Public in and for the State of Texas THE STATE OF TEXAS COUNTY OF COLLIN On this d?' day of July, 2013 before me appeared Fred N. Diem, to me personally known, who, being by me duly sworn, did say that he is the Vice President of Urban Fund II, LP and Urban Fund II, GP, LLC, General Partner of Urban Fund II, LP, General Partner of Urban Oil and Gas Partners, B -1, LP and that the foregoing instrument was signed on behalf of that entity and acknowledged the instrument to be the free act and deed of that entity. .cam On this c9cf day of July, 2013 before me appeared Fred N. Diem, to me personally known, who, being by me duly sworn, did say that he is the Vice President of Urban Fund II, LP and Urban Fund II, GP, LLC, General Partner of Urban Fund II, LP, General Partner of Urban Oil and Gas Partners, B -1, LP and that the foregoing instrument was signed on behalf of that entity and acknowledged the instrument to be the free act and deed of that entity. STATE OF TEXAS COUNTY OF COLLIN On this (9 day of July, 2013 before me appeared Joe A. Marek, to me personally known, who, being by me duly sworn, did say that he is the President of Signal Petroleum Company and that the foregoing instrument was signed on behalf of that entity and acknowledged the instrument to be the free act and deed of that entity. 44446.44404.04,444 BRENDA GIANNINA NOTARY PUBLIC State of Texas Comm. Exp. 10/13/2013 vvV'naar+avvvvavvvvevvawvvav 7 (Black Diamond Lincoln County, WY) otary Public in and for the State of Texas r VD 0 0 w WyLi9002 WyLi9001 BDM Lease USA WYW -0 309532A USA WYW -54470 Frank William Sears et al. Lessor Name ABKO, Inc. Pacific Transmission Supply Company John J. Christmann Lessee Name VD rn p 5/1/1979 N N VD J Lease Date Section 6: NE /4SW /4 Limited to the wellbore of the Whiskey Buttes 1 -6 well. Also limited in depth from the surface of the earth to a depth of 11,300 feet, which is the total depth drilled in the Whiskey Buttes 1 -6 well. Section 28: NW /4NE /4, NE /4NW /4, E /2E/2 INSOFAR AND ONLY INSOFAR as it covers the leased lands, limited to the Frontier and Dakota formations. Section 18: Lots 1, 2, 3, E /2, E/2W /2 INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Christmann No. 1 wellbore and the production therefrom. Lease Description Book 157PR Page 427 Entry 526618 Book 143PR Page 638 Recording Data 0211