HomeMy WebLinkAbout975725STATE OF WYOMING
COUNTY OF LINCOLN
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ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE (this "Assignment dated effective as of
April 1, 2014, at 7:00 a.m., local time (the "Effective Time is from UNIT
PETROLEUM COMPANY, "Assignor having an address of 7130 South Lewis,
Suite 1000, Tulsa, Oklahoma 74136, to
Trinity Energy, LLC.
P l ox 12
Pratt, KS 67124
"Assignee
For $10.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby transfers, grants, bargains, conveys
and assigns to Assignee, without covenant, representation or warranty of title of any kind,
whether express or implied, at common law, by statute or otherwise, the following
described assets (collectively, the "Properties
(a) All of Assignors' right, title and interest (if any) in and to the oil or gas wells
listed in Exhibit "A and all equipment associated therewith;
(b) All of Assignor's right, title and interest (if any) in and to the oil and gas leases
associated with the interests described in paragraph (a) above, and all rights and
liabilities associated therewith, including any liabilities which have survived
those leases that have terminated (if any);
(c) Without limitation of the foregoing, all other right, title and interest (of
whatever kind or character, whether legal or equitable, and whether vested or
contingent) of Assignor (if any) in and to the oil, gas and other minerals in, on,
under or that may be produced from the interests described in paragraph (a) or
(b) above (including, without limitation, interests in oil, gas and/or mineral
leases covering such lands, royalty interests, overriding royalty interests,
production payments and net profits interests in such lands, and fee royalty
interests, fee mineral interests and other interests in such oil, gas and other
minerals);
(d) All right, title and interest of Assignor (if any) in and to, or otherwise derived
from all presently existing and valid oil, gas and/or mineral unitization, pooling,
and/or communitization agreements, declarations and/or orders in and to the
interests covered and the units created thereby (including, without limitation,
units formed under orders, rules, regulations or other official acts of any
governmental entity having jurisdiction, voluntary unitization agreements,
designations and/or declarations, and so called "working interest units" created
under operating agreements or otherwise) which relate to any of the interests
described in paragraphs (a) and (b) above;
(e) All right, title and interest of Assignor (if any) in and to all presently existing
and valid production sales contracts, operating agreements, and other
agreements and contracts which relate to any of the interests described in
paragraphs (a), (b), (c) and (d) above, or which relate to the exploration,
development, operation or maintenance thereof or the treatment, storage,
transportation or marketing of production therefrom (or allocated thereto),
including accounts receivable and payable arising from any of the foregoing and
attributable to any period after the Effective Time; and
975725 3/27/2014 3:36 PM
LINCOLN COUNTY FEES: $36.00 PAGE 1 OF 9
BOOK: 829 PAGE: 574 ASSIGNMENT
JEANNE WAGNER LINCOLN COUNTY CLERK
11! 1111111111 II III 1! 001 11111 1111111111 11111! 1111!1! II 1 111 111! 1111
(Bridger Fork Unit 1, et al)
PLEASE RE 1:0N TO:
TOGAC
PO BOX 671787
HOUSTON, TX 77267 -1787
Sale No. 261C
Lot No. 49
(f) All right, title and interest of Assignor (if any) in and to the wells, machinery,
equipment, fixtures, related inventory and personal property located on and used
in connection with the operation of the interests described in paragraphs (a), (b),
(c) and (d) above (the "Equipment
This Assignment is subject to the following terms and conditions:
1) The Properties herein assigned are subject to all instruments and agreements
through which Assignor derived its title or to which that title is subject.
2) To the extent transferable, Assignee will have the right of full substitution and
subrogation in and to any and all rights and actions of warranty which Assignor
has or may have with respect to the Properties conveyed hereunder.
3) All of the oil, gas and other minerals produced and saved after the Effective Time
from or attributable to the Properties, and the proceeds therefrom will be owned
by Assignee; all of the oil, gas and other minerals produced and saved from or
attributable to the Properties prior to the Effective Time, and the proceeds
therefrom will be owned by Assignor; all of the costs and expenses incurred
before the Effective Time in the development, operation and maintenance of the
Properties will be borne and paid by Assignor; and all of the costs and expenses
incurred after the Effective Time in the development, operation and maintenance
of the Properties will be borne and paid by the Assignee.
4) Except as otherwise provided in this Assignment, all proceeds, receipts, credits,
and income attributable to the Properties prior to the Effective Time will belong
to Assignor, and all proceeds, receipts, credits, and income attributable to the
Properties after the Effective Time will belong to Assignee.
5) Assignor will transfer and Assignee agrees to receive and accept all suspense
funds held by Assignor for the benefit of royalty, overriding royalty interest and
working interest owners attributable to the Properties. Assignee will assume all
past, present and future liability associated with such funds. Assignee will
protect, defend, indemnify and hold harmless Assignor and its affiliates, directors,
employees, officers, agents, successors, assigns and contractors from and against
any and all costs, expenses, claims, demands, and causes of action of every kind
and character (including reasonable attorneys' fees and court costs) arising out of,
incident to, or in connection with the suspense funds transferred to Assignee.
6) ASSIGNEE REPRESENTS AND WARRANTS THAT IT HAS
INSPECTED THE PROPERTIES AND ASSIGNEE ACCEPTS SAME IN
THEIR PRESENT CONDITION, AS IS AND WHERE IS. ASSIGNEE
REPRESENTS AND WARRANTS THAT ASSIGNEE IS AN
EXPERIENCED AND KNOWLEDGEABLE INVESTOR IN OIL AND
GAS INTERESTS, HAS THE FINANCIAL AND BUSINESS EXPERTISE
TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS
COVERED BY THIS ASSIGNMENT, AND HAS RELIED SOLELY ON
THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF THE
PROPERTIES FOR ALL PURPOSES. ASSIGNEE ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
PERSONS IT DEEMED APPROPRIATE CONCERNING THE
CONSEQUENCES OF THE PROVISIONS OF THIS ASSIGNMENT AND
HEREBY WAIVES ANY AND ALL RIGHTS TO CLAIM THAT IT IS AN
UNSOPHISTICATED INVESTOR IN OIL AND GAS INTERESTS.
ASSIGNOR MAKES NO REPRESENTATION, COVENANT OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
COMPLETENESS OF ANY FILES, RECORDS OR DATA FURNISHED
ASSIGNEE WHETHER BEFORE OR AFTER THE EFFECTIVE TIME.
ANY AND ALL SUCH FILES, RECORDS AND DATA FURNISHED BY
ASSIGNOR ARE PROVIDED TO ASSIGNEE AS A CONVENIENCE
ONLY, AND ANY RELIANCE ON OR USE OF THE SAME WILL BE AT
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Sale No. 261C
Lot No. 49
ASSIGNEE'S SOLE RISK. ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THE PROPERTIES ARE CONVEYED
WITHOUT WARRANTY OF TITLE. THE PROPERTIES ARE
CONVEYED HEREIN BY ASSIGNOR "AS IS, WHERE IS" AND IN
THEIR PRESENT CONDITION WITH ALL FAULTS. ASSIGNOR HAS
NOT MADE, DOES NOT HEREBY MAKE AND SPECIFICALLY
DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AT
COMMON LAW, BY STATUTE, OR OTHERWISE, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE AS TO, CONCERNING OR
WITH RESPECT TO THE PROPERTIES, INCLUDING BUT NOT
LIMITED TO (AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING), THE FOLLOWING: (A) ANY GEOLOGICAL, SEISMIC
AND OTHER GEOPHYSICAL DATA; THE EXISTENCE OR EXTENT
OF OIL, GAS OR MINERAL RESERVES; THE RECOVERABILITY OF
OR COST OF RECOVERING ANY SUCH RESERVES; THE VALUE OF
SUCH RESERVES; ANY PRODUCT PRICING ASSUMPTIONS; AND
THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER
CLOSING; (B) THE NATURE, QUALITY OR CONDITION OF THE
PROPERTIES INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL OR GEOLOGY OF THE PROPERTIES; (C) THE EXISTING SOIL
CONDITIONS OR OTHER CONDITIONS OF ANY OF THE
PROPERTIES; (D) THE INCOME TO BE DERIVED FROM ANY OF
THE PROPERTIES; (E) THE SUITABILITY FOR ANY AND ALL
ACTIVITIES AND USES WHICH ASSIGNEE MAY CONDUCT
THEREON OR THEREWITH; (F) THE COMPLIANCE OF THE
PROPERTIES, OR THEIR OPERATION, WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OR ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY; (G) THE HABITABILITY,
SUITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTIES; (H) THE GOOD AND
WORKMANLIKE CONSTRUCTION OF THE EQUIPMENT; (I) THE
DESIGN OF THE EQUIPMENT; (J) THE NATURE OR QUALITY OF
THE EQUIPMENT; (K) THE QUALITY OF THE LABOR AND
MATERIALS INCLUDED IN THE EQUIPMENT; (L) THE
COMPOSITION OF THE MATERIALS INCLUDED IN THE
EQUIPMENT; OR (M) ANY OTHER MATTER WITH RESPECT TO
THE EQUIPMENT. WITHOUT LIMITING ANY OF THE FOREGOING,
ASSIGNOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES
REGARDING (i) THE PRESENCE OR ABSENCE FROM THE LANDS
COVERED BY THE PROPERTIES OF HAZARDOUS SUBSTANCES OR
SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS PROMULGATED PURSUANT
TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, AS AMENDED "CERCLA
OR (ii) THE COMPLIANCE OR NONCOMPLIANCE OF THE
PROPERTIES WITH CERCLA, THE RESOURCE CONSERVATION
AND RECOVERY ACT, THE FEDERAL WATER POLLUTION
CONTROL ACT, THE FEDERAL CLEAN AIR ACT (AS ANY OF THE
SAME MAY HAVE BEEN AMENDED FROM TIME TO TIME), OR ANY
OTHER STATUTE, LAW, ORDINANCE, REGULATION, ORDER OR
DECREE RELATING TO ENVIRONMENTALMATTERS.
7) As used in this paragraph, and in the subparagraphs hereunder, "claims" will
mean claims, demands, causes of action, liabilities, damages, penalties, fines, and
judgments of any kind or character arising out of or in any way connected with
the Properties and all costs and fees, including (without limitation) attorney fees,
in connection therewith.
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Sale No. 261C
Lot No. 49
Page 4 of 8
a. Assignee will (i) be responsible for any and all claims arising from the
production and sale of hydrocarbons from the Properties assigned
hereunder, including the accounting or payment to third parties of monies
attributable to their interests in such production, insofar as such claims
relate to hydrocarbons produced from the Properties and sold after the
Effective Time, (ii) at the Effective Time assume and be responsible for
and comply with all duties and obligations of the Assignor, express or
implied, with respect to the Properties under or by virtue of any lease,
contract, agreement, document, permit, applicable statute or rule,
regulation or order of any governmental authority or at common law
(specifically including, without limitation, any governmental request or
requirement to plug, re -plug or abandon any well of whatsoever type,
status or classification, or take any clean up or other action with respect to
the Properties) and (iii) defend, indemnify and hold harmless Assignor and
its affiliates, directors, employees, officers, agents, successors, insurers,
assigns and contractors from any and all claims, including but not limited
to, any and all claims in favor of any person, entity, or governmental
authority for personal injury, death or damage to property or to the
environment, or for any other relief, arising directly or indirectly from, or
incident to, the use occupation, operation, maintenance or abandonment of
any of the Properties, or conditions of the Properties, whether latent or
patent, and WHETHER ARISING FROM OR CONTRIBUTED TO
BY THE NEGLIGENCE IN ANY FORM OF ASSIGNOR, ITS
AFFILIATES, DIRECTORS, EMPLOYEES, OFFICERS, AGENTS,
SUCCESSORS ASSIGNS OR CONTRACTORS AND ASSERTED
AGAINST ASSIGNEE AND /OR ASSIGNOR ITS AFFILIATES,
DIRECTORS, EMPLOYEES, OFFICERS, AGENTS,
SUCCESSORS, ASSIGNS OR CONTRACTORS AFTER THE
EFFECTIVE TIME, WHETHER OR NOT ANY SUCH CLAIMS
RESULT FROM CONDITIONS EXISTING OR ACTIONS OR
INACTIONS OCCURRING AT OR BEFORE THE EFFECTIVE
TIME.
b. Assignor will (i) be responsible for any and all claims arising from the
production and sale of hydrocarbons from the Properties assigned
hereunder, including the accounting or payment to third parties of monies
attributable to their interests in such production, insofar as such claims
relate to hydrocarbons produced and sold prior to the Effective Time, and
(ii) defend, indemnify and hold Assignee harmless from any and all claims
asserted against Assignor prior to the Effective Time.
c. Assignee will pay and defend and hold Assignor harmless with respect to
the payment of all ad valorem taxes on the Properties for the 2014 Tax
Period and thereafter, together with any interest or penalty assessed
thereon. Regardless of the foregoing, Assignor agrees to reimburse
Assignee, upon evidence from Assignee that such taxes have been paid,
Assignor's proportionate share of taxes in respect of its ownership of the
Properties during the 2014 Tax Period. In the event Assignor pays or has
paid ad valorem taxes on the Properties owed by Assignee, Assignor may
bill Assignee for Assignee's proportionate share and Assignee agrees to
reimburse Assignor for same.
d. Assignee will defend and hold Assignor harmless with respect to the
payment of sales or other taxes in connection with this Assignment, if any,
including interest or penalty assed thereon.
e. All taxes (other than ad valorem and income taxes) which are imposed on
or with respect to the production of oil, natural gas or other hydrocarbons
or minerals or the receipt of proceeds therefrom (including but not limited
to severance, production and excise taxes) will be apportioned between the
parties as follows: (i) payment or withholding of all such taxes applicable
Sale No. 261C
Lot No. 49
or relating to production sold prior to the Effective Time and filing of all
statements, returns and documents pertinent thereto will be the
responsibility of Assignor; and (ii) payment or withholding of all such
taxes applicable or relating to production sold from and after the Effective
Time and the filing of all statements, returns, and documents incident
thereto will be the responsibility of Assignee.
8) Each of the parties hereto will execute, acknowledge and deliver to the other such
further instruments, conveyances, deeds, division orders and transfer orders, and
take such other actions as may be reasonably necessary to carry out the provisions
of this Assignment. However, Assignee will assume all responsibility for
notifying the purchaser of oil and gas production from the Properties, and such
other designated persons who may be responsible for disbursing payments for the
purchase of such production, of the change of ownership of the Properties.
Assignee will take all actions necessary to effectuate the transfer of such
payments to Assignee as of the Effective Time. Assignor will have no
responsibility or liability for the proper distribution of proceeds from and after the
Effective Time.
9) The terms and conditions contained herein will constitute covenants running with
the land and will be binding upon the parties hereto, their legal representatives,
successors, assigns and heirs.
10) Immediately following the execution of this Assignment, Assignee will, at
Assignee's sole cost and expense, secure all lease and operating bonds, permits
and other similar documents necessary to operate or own the Properties which
may be required by any federal, state or local governmental authority having
requisite jurisdiction over the Properties.
TO HAVE AND TO HOLD the Properties unto Assignee and its successors and
assigns forever, subject to the terms set forth above.
This Assignment will bind and inure to the benefit of Assignee and Assignors,
and their respective successors and assigns. This Assignment is made WITHOUT
WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED.
Assignee joins in the execution hereof for the purpose of being bound by all of the
terms, provisions, obligations and covenants set forth herein.
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[SIGNATURE PAGE FOLLOWS]
Sale No. 261C
Lot No. 49
EXECUTED on the date indicated in the acknowledgment below, to be effective
for all purposes as of the Effective Time.
STATE OF OKLAHOMA
COUNTY OF TULSA
My commission expires:
Notary Public
State of Oklahoma
LAVITA J. HILL
OKMULGEE COUNTY
COMMISSION #13005450
Comm. Exp. 06 -11 -2017
Page 6 of 8
ASSIGNOR:
By:
UNIT PETR
ACKNOWLEDGMENT
Given under my hand and seal the day and year last above written.
Notary Public in and for
PANY
Mark E.
Senior Vice Preside t, General Counsel, and
Secretary
Before me, a Notary Public in and for said 'eft/My-awl State, on this /9#- day
of 2014, personally appeared Mark E. Schell, the Senior Vice
President, Gener Counsel and Secretary of Unit Petroleum Company, an Oklahoma
corporation, to me known to be the identical person who subscribed the name of the
maker thereof to the within and foregoing instrument, acknowledged to me that he
executed the same as his free and voluntary act and deed, and as the free and voluntary
act and deed of such corporation for the uses and purposes therein set forth.
Sale No. 261C
Lot No. 49
STATE OF I Q±:t
COUNTY OF i /L GCX:,
known to me to be
Page 7 of 8
ASSIGNEE;
Trinity Energy, LLC.
Before me, a Notary Public in and for said County and State, on this 1' day
2014, personally appeared
aa-e, Q1LV40 the D G?e.�,
of✓ l V -.17e n a G�
erson fficer whose name is subscribed to the foregoing
instrument, and ackno edged to me that he /she executed the same for the purposes and
consideration therein expressed and in the capacity therein stated as the act and deed of
said corporation.
Given under my hand and seal the day and year last above written.
My commission expires:
8 /3 /aa
Notary Public in and for
Ai MONICA L. BAKER
Notary Public State of Kansas
My Appt, Expires V 3/�0/
Sale No. 261C
LotNo. 49
STATE OF
COUNTY OF
My commission expires:
Page 7 of 8
ASSIGNEE:
Trinity Energy, L.C.
By:
Name:
Title:
Before me, a Notary Public in and for said County and State, on this day
of 2014, personally appeared
,the
of a
known to me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he /she executed the same for the purposes and
consideration therein expressed and in the capacity therein stated as the act and deed of
said corporation.
Given under my hand and seal the day and year last above written.
Notary Public in and for
Sale No. 261C
Lot No. 49
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
ASSIGNMENT AND BILL OF SALE, EFFECTIVE AS OF APRIL 1, 2014,
BY AND AMONG ASSIGNOR AND ASSIGNEE,
covering lands in Lincoln County, Wyoming
Lincoln
Bridger Fork Unit #1
Bridger Fork Unit #2
4902320682
4902320655
Lincoln
WY
WY
4
9
20N
20N
119W
119W
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Sale No. 261C
Lot No. 49