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HomeMy WebLinkAbout975015STATE OF WYOMING COUNTY OF LINCOLN 975015 1/21/2014 2:45 PM LINCOLN COUNTY FEES: $33.00 PAGE 1 OF 8 BOOK: 827 PAGE: 102 ASSIGNMENT JEANNE WAGNER, LINCOLN COUNTY CLERK IIIIIIIIIIIIII HMI IIIl !I1 II I IIIIIIII111111111 IIIIIIIIII1111111III11I1 ASSIGNMENT AND BILL OF SALE THIS ASSIGNMENT AND BILL OF SALE (this "Assignment is by and between VAQUERO PARTNERS I, L.P., a California limited partnership "Assignor and MUSTANG ENERGY RESOURCES, LLC, a Delaware limited liability company "Assignee and is effective as of 7:00 a.m. (Mountain Time) on December 31, 2013 (the "Effective Time See Section 3.1 for certain defined terms. ARTICLE I ASSIGNMENT Section 1.1 Assignment. Assignor, for Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee, the receipt and sufficiency of which are acknowledged, hereby bargains, sells, assigns and delivers to Assignee all of Assignor's right, title and interest in and to the following assets (such assets, less and except the Excluded Assets, the "Assets (a) all oil and gas leases and mineral interests described on Exhibit A and any leasehold estates, royalty interests, overriding royalty interests, net profits interests, and other rights and interests to the oil and gas in place covered by such leases (the "Leases and any pooled acreage, communitized acreage or units arising on account of Leases being pooled, communitized or unitized into such units "Units (b) the oil, gas, casinghead gas, coal bed methane, condensate and other gaseous and liquid hydrocarbons or any combination thereof, sulphur extracted from hydrocarbons and all other lease substances "Hydrocarbons under the Leases and that may be produced and saved under or otherwise be allocated or attributed to the Leases; (c) the oil, gas, water or injection wells located on Leases or Units, whether producing, shut -in or temporarily abandoned, including those described on Exhibit B (the "Wells and including all of the personal property, equipment, fixtures and improvements used in connection therewith; (d) the unitization, pooling and communitization agreements, declarations, orders and the units created thereby relating to the properties and interests described in clauses (a) through (c) or to the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons, if any, attributable to said properties and interests; (e) all equipment, machinery, fixtures and other tangible personal property and improvements located on or used or held for use in connection with the operation of the interests described in clauses (a) through (d) or the production, gathering, treatment, processing, storage, sale, disposal, and other handling of Hydrocarbons attributable thereto, including any wells, tanks, boilers, buildings, fixtures, injection facilities, saltwater disposal facilities, compression facilities, pumping units and engines, platforms, flow lines, pipelines, gathering systems, gas and oil treating facilities, machinery, power lines, telephone and telegraph lines, roads, and other appurtenances, improvements and facilities (all of the foregoing, collectively, the "Equipment (f) all surface leases, permits, rights -of -way, licenses, easements and other surface rights agreements used in connection with the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons or produced water from the interests described in clauses (a) through (e) (collectively, the "Surface Contracts (g) all existing contracts and effective sales, purchase contracts, hedges, operating agreements, exploration agreements, development agreements, balancing agreements, farmout agreements, service agreements, transportation, processing, treatment or gathering agreements, equipment leases and other contracts, agreements and instruments, insofar as they relate to the properties and interests described in clauses (a) through (f) (collectively, the "Contracts and (h) to the extent transferable without payment of additional consideration, originals, to the extent in Assignor's possession, or copies of all the files, records and data relating to the items described in clauses (a) through (g) above, which records shall include, without limitation: lease records, well records, division order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), engineering records, geological and geophysical data (including seismic data) and all technical evaluations, interpretative data and technical data and information relating to the Assets, correspondence, electronic data files (if any), maps, production records, electric logs, core data, pressure data, decline curves and graphical production curves, reserve reports, appraisals and accounting and Asset Tax records (collectively, the "Records EXCEPTING AND RESERVING to Assignor, however, all Excluded Assets. TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject, however, to the terms and conditions set forth herein. Section 1.2 Excluded Assets. The Assets do not include, and there is excepted, reserved and excluded from this Assignment, the following (collectively, the "Excluded Assets (a) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Assets with respect to any period of time prior to the Effective Time; (b) all rights and interests relating to the Assets (i) under any existing policy or agreement of insurance, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property; 2 (c) all Hydrocarbons produced and sold from the Assets with respect to all periods prior to the Effective Time; (d) all claims of Assignor or its Affiliates for refunds of or loss carry forwards with respect to (i) production or any other Taxes paid by Assignor or its Affiliates attributable to any period prior to the Effective Time, (ii) income Taxes paid by Assignor or its Affiliates or (iii) any Taxes attributable to the other Excluded Assets; (e) all audit rights arising under any of the (i) Applicable Contracts or otherwise with respect to any period prior to the Effective Time or (ii) other Excluded Assets, except for any Imbalances; and contracts. (f) any Contracts that constitute master services agreements or similar Section 1.3 Special Warranty of Title. ASSIGNOR DOES HEREBY BIND ITSELF, ITS SUCCESSORS AND ASSIGNS, TO WARRANT AND FOREVER DEFEND TITLE TO THE ASSETS UNTO ASSIGNEE AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING, OR TO CLAIM THE SAME, OR ANY PART THEREOF, BY, THROUGH, OR UNDER ASSIGNOR, BUT NOT OTHERWISE. ARTICLE II ASSUMPTION ASSIGNEE ASSUMES AND AGREES TO FULFILL, PERFORM, PAY AND DISCHARGE (OR CAUSE TO BE FULFILLED, PERFORMED, PAID OR DISCHARGED) ASSIGNEE'S ASSUMED OBLIGATIONS. ARTICLE III MISCELLANEOUS Section 3.1 Defined Terms. As used in this Assignment, the following capitalized terms shall have the meanings set forth below: "Affiliate" means, with respect to Assignor or Assignee, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Party. "Applicable Contracts" means all Contracts to which Assignor is a party and Assignee is not that primarily relate to the Assets and that will be binding on the Assets or Assignee after Closing, including, without limitation: farmin and farmout agreements; bottomhole agreements; crude oil, condensate and natural gas purchase and sale agreements; gathering, transportation and marketing agreements; hydrocarbon storage agreements; acreage contribution agreements; operating agreements (including, for the avoidance of doubt, Applicable Operating Agreements); balancing agreements; pooling declarations or agreements; unitization agreements; processing agreements; crossing agreements and other similar contracts and agreements, but excluding the Leases. 3 "Applicable Operating Agreements" means, collectively, the joint operating agreements applicable to the Assets, and "Applicable Operating Agreement" means any of them. "Assumed Obligations" means with respect to the Assignee, all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time; provided, Assignee does not assume any obligations or Liabilities of Assignor attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; or (ii) attributable to any Income Tax Liability or Franchise Tax Liability. "Closing" means the transfer by Assignor and the acceptance by Assignee of the Assets. "Control" and its derivatives mean, with respect to any person, the possession, directly or indirectly, of the power to exercise or determine the voting of more than 50% of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than 50% of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Franchise Tax Liability" means any Tax imposed by a state on Assignor's or any of its Affiliates' gross or net income and /or capital for the privilege of engaging in business in that state that was or is attributable to Assignor's or any of its Affiliates' ownership of an interest in the Assets. "Income Tax Liability" means any Liability of Assignor or any of its Affiliates attributable to any federal, state or local income Tax measured by or imposed on the net income of Assignor or any of its Affiliates that was or is attributable to Assignor's or any of its Affiliates' ownership of an interest in or the operation of the Assets. "Taxes" means any and all federal, state, local, foreign and other taxes or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, profit share, license, lease, service, service use, value added, withholding, payroll, employment, excise, estimated severance, stamp, occupation, premium, property, windfall profit or other taxes of any kind whatsoever, together with any interests, penalties, additions to tax, fines or other additional amounts imposed thereon or related thereto, and the term "Tax" means any one of the foregoing Taxes. Section 3.2 Additional Agreements. Assignor covenants and agrees to execute and deliver, or shall cause to be executed and delivered, from time to time such further instruments of conveyance and transfer, and shall take such other actions as Assignee may reasonably request, to convey and deliver the Assets to Assignee. Section 3.3 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Assignor, Assignee, and their respective successors and permitted assigns. 4 [Signature Page Follows.] 5 Section 3.4 Governing Law. THIS ASSIGNMENT AND THE LEGAL RELATIONS AMONG THE PARTIES HERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. Section 3.5 Exhibits. All Exhibits attached hereto are hereby made part hereof and incorporated herein by this reference. References in such Exhibits to instruments on file in the public records are notice of such instruments for all purposes. Unless provided otherwise, all recording references in such exhibits are to the appropriate records of the counties in which the Assets are located. Section 3.6 Separate Assignments. Where separate assignments of the Assets have been or will be executed for filing with, and approval by, applicable Governmental Authorities, any such separate assignments (a) shall evidence this Assignment and assignment of the applicable Assets herein made and shall not constitute any additional Assignment or assignment of such properties, (b) are not intended to modify, and shall not modify, any of the terms, covenants and conditions or limitations on warranties set forth in this Assignment and are not intended to create, and shall not create, any representations, warranties or additional covenants of or by Assignor to Assignee and (c) shall be deemed to contain all of the terms and provisions of this Assignment, as fully and to all intents and purposes as though the same were set forth at length in such separate assignments. Section 3.7 Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the dates of the acknowledgments set forth below, to be effective, however, for all purposes, as of the Effective Time. ASSIGNOR: ASSIGNEE: VAQUERO PARTNERS I, L.P., a California limited partnership By: Vaquero Energy Inc., its general partner By: SIGNATURE PAGE TO ASSIGNMENT AND BILL OF SALE By Kenneth H. Hunter, President MUSTANG ENERGY RESOURCES, LLC, a Delaware limited liability company By: Mustang Resources, LLC, its Managing Member By. Vaquero Energy Inc., its Manager Kenneth H. Hunter III, President STATE OF CALIFORNIA SS. COUNTY OF KI),r-v, WITNESS my hand and official seal. (AFFIX NOTARIAL SEAL) STATE OF CALIFORNIA SS. COUNTY OF griA On 'P.,VY) spy'N, WITNESS my hand and official seal. (AFFIX NOTARIAL SEAL) sr JENNIFER POSADA Commission 1904939 z q_� Notary Public California z i 4 Kern County D My Comm. Expires Sep 20, 2014 ACKNOWLEDGMENT On li O,) a before me ,A.1 o 0 a notary public, personally appeared N.a P /I who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s)- is /aye subscribed to the within instrument and acknowledged to me that he /she/thcy executed the same in his het-A ir authorized capacity(ies)Tand that by his/her/their signature(s)- on the instrument the person(s)5r the entity upon behalf of which the person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. before me, JENNIFER POSADA Commission 1904939 Notary Public California Kern County My Comm. Expires Sep 20, 2014 :1;11(It a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person (s) whose names} is/are subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their authorized capacity4s and that by hisffiefitheir signatures) -on the instrument the perso or the entity upon behalf of which the person(cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. rg co gl 2