HomeMy WebLinkAbout889913BOOK_' ~-~, ~'~ 0'pR PAGE
WELLBORE ONLY
STATE OF WYOMING
COUNTY OF LINCOLN
RECEIVED
LIr,:~ ......
-, :' ~' CLEfi
31
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment") executed by and
between Cabot Oil & Gas Corporation ("Assignor"), with a place of business at 600 17th Street, Suite 900 North,
Denver, Colorado 80202, and
("Assignee(s)), is effective for the purposes of this transfer as of 12:01 a.m., Central Standard
2003 (the "Effective Time" hereunder).
,~ ,,p/ ARTICLE I
~-,' Conveyance and Transfer of Oil & Gas Properties
Time, on January 1,
Assignor, intending to be bound hereby, for and in consideration of the sum o£ TEN and NO/100
DOLLARS ($10.00) and other good and valuable considerations to it in hand paid by Assignee, the receipt and
sufficiency of which are hereby acknowledged and confessed by Assignor, has GRANTED, BARGAINED,
SOLD, ASSIGNED, TRANSFERRED, CONVEYED, and DELIVERED and by these presents does hereby grant,
bargain, sell, assign, transfer, convey and deliver, unto Assignee, and the successors and assigns of Assignee, all of
Assignor's right, tiile and interest in, to, and under (i) the oil and gas leases (the "Leases" hereunder), insofar and
only insofar as said Leases cover, include and relate to the wellbore(s) only of the well(s) situated thereon and
specifically described in Exhibit "A" hereto, (the "Wells" hereunder) and easements and rights of way under and
created by the Lea~es and by the grants identified in Exhibit "A" (the "Easements" hereunder),i which Leases, Wells
and Easements are identified in Exhibit "A" hereto, and' (ii) all surface and underground equipment and other
personalty and fixtures in or on the Leases, together with all rights of ingress or egress to the extent Assignor owns,
possesses, and has the right to transfer same ("Facihties" hereunder), and (iii) all rights under unitization,
commmfitization and pooling agreements and orders covering the Leases and Wells, or any ~art or parts thereof,
and the units, and pooled areas created thereby, ("Unit Rights" hereunder), and (iv) all operating rights in the Wells
including, without limitation, under joint operating agreements, division orders, sale, purchase or exchange
contracts, and procbssing or other agreements for the disposition of gas or oil production to the extent of the rights
of Assignor to transfer same without securing any required consent to transfer ("Operating Rights" hereunder). All
oil and gas leasehold rights not specifically assigned herein are excepted fi-om this Assignmpnt and retained and
reserved to Assignor, it's successors and assigns. ~
All of the Leases, Wells, Easements, Facilities, Unit Rights, and Operating Rights as described above, and
subject to the Permitted Encumbrances (hereafter identified), are herein collectively called ]"Subject Properties"
under this Assignment.
TO HAVE AND TO HOLD, the Subject Properties unto Assignee, and the successors and assigns of
Assignee, forever subject to and in accordance with all the provisions of this Assignmenf, including (without
limitation) paragraphs 1 through 3 below without warranty of title, expressed, implied or statutory.
1. This ASsignment is made with full substitution and subrogation of Assignee, its successors and assigns,
in and to all covenants and warranties by others heretofore given or made in respect of the Subject Properties
conveyed and transferred under this Assignment, whether recorded or unrecorded.
2. THE PARTIES AGREE THAT TO THE EXTENT REQUIRED TO BE OpERATivE, THE
DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN TillS SECTION AREi "CONSPICUOUS"
DISCLAIMERS FOR THE PURPOSES OF EVERY APPLICABLE LAW, RULE OR ORDER. THIS
ASSIGNMENT IS MADE AND ACCEPTED UPON THE UNDERSTANDING AND AGREEMENT THAT
Lot #: 106
Sale #: 180C
4!7 9
ALL PERSONAL PROPERTY, MACHINERY, FIXTURES, EQUIPMENT AND MATERIALs CONVEYED
HEREBY ARE SOLD AND ASSIGNED AND ACCEPTED BY ASSIGNEE, IN THEI~i "WHERE IS" AND
"AS IS" CONDITION WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR
STATUTORY, OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILIT¢ AND/OR FITNESS
FOR A PARTICULAR PURPOSE OR USE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.EXCEPT AS
AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, ASSIGNOR MAKES NO
REPRESENTATION OR WARRANTY WHATSOEVER AND DISCLAIMS ALLI LIABILITY AND
RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION
MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE (INCLUDING BUT NOT
LIMITED TO, ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO
ASSIGNEE BY :ANY AFFILIATE, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT,
CONSULTANT OR REPRESENTATIVE OF ASSIGNOR OR ANY PETROLEUM ENGINEER OR
ENGINEERING FIRM, ASSIGNOR'S COUNSEL OR ANY OTHER AGENT, CONSULTANT OR
REPRESENTATIVE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND
TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, ASSIGNOR MAKES NO
REPRESENTATION OR WARRANTY AS TO (A) THE TITLE TO ANY OF THE WELL~, THE LEASES OR
OTHER SUBJECT PROPERTIES, (B) THE AMOUNTS OF HYDROCARBON RESERVES ATTRIBUTABLE
TO THE WELLS OR THE LEASES (IF ANY), (C) ANY GEOLOGICAL OR OTHER INTERPRETATIONS
OR ECONOMIC EVALUATIONS OR (D) THE ACCURACY OR COMPLETENESS OF! ANY FILES. FOR
THE BENEFIT OF ASSIGNOR, ASSIGNEE STnOULATES FOR ALL PURPOSES THAT. TO THE FULL
EXTENT PERMITTED BY LAW, ASSIGNEE WAIVES AND RELEASES TO ASSIGNOR, ANY CLAIM
UNDER THE MERCHANT OR CONSUMER PROTECTION ACTS WHICH APPLY OR MIGHT APPLY TO
THIS TRANSACTION. FURTHER, ASSIGNEE ASSUMES ALL LIABILITIES FOR, AND SHALL
INDEMNIFY AND HOLD ASSIGNOR HARMLESS OF AND FROM ALL SURFACE AND SUBSURFACE
RESTORATION AND RECLAMATION, INCLUDING ANY OPEN SURFACE PITS,! UNDERGROUND
PITS, STORAGE OR REFUSE AREAS, UNDERGROUND FUEL TANKS, ROADS, SALT WATER (BRINE)
DISPOSAL WELLS AND OTHER SIMILAR OBLIGATIONS.
ARTICLE II
Permitted Encumbrances
The Subject Properties are Granted, Bargained, Sold, Assigned, Transferred, Conveyed, and Delivered by
Assignor and accepted by Assignee subject to the following, to the extent such encumbrances are valid and
enforceable and not included as Subject Properties (the "Permitted Encumbrances" under this Assignment):
(a) all Overriding royalty interests, and other burdens on or payable out of the production of oil and gas
that are presently existing and outstanding, of record in the official records of the county in which the properties are
situated. '
(b) all division orders, unitization and pooling designations, declarations, orders and agreements,
contracts for the sale, purchase, exchange, refining, gathering or processing of oil, or of gasi or of other mineral
production from the Leases and Wells, and those operating agreements, farmin and farmout agreements, and area
of mutual interest agreements affecting the Leases and Wells, and mesne assignments thereof, and all agreements
requiring the consent of a third party to transfer hereunder; '
(c) any lien, security interests, or mortgages, that arise to secure payment of amounts not yet
delinquent, which are of a type and nature customary in the oil and gas industry, and which hake been disclosed to
Assignee, but Assignor shall acquire release of the Leases, Wells, or Easements from an5' such lien, security
interest, or mortgage in order to make this Assignment or promptly pay or discharge same;
(d) liens securing payment of taxes or assessments that are, in either case, not yet delinquent or, if
delinquent, are being contested in good faith in the normal course of business, and Assignor agrees to pay or
discharge same in a timely manner; and :
(e) fights reserved to or vested in the state, municipality or other governmental,! statutory or public
authority to control:or regulate any of the Subject Properties and all applicable laws, rules and orders of the state,
municipality or other govermnental authority. ]
-2-
ARTICLE III
Allocation of Risks; Indemnification
Assignee acknowledges and affirms that it has made its own independent ~nvestigation, analysis
and evaluation of (i) the Leases (including Assignee's own estimate and appraisal and value of the extent and value
of the hydrocarbon reserves of the Leases), (ii) the Wells, (iii) the operation of the Leases and (iv) any
Environmental Condition on, in or under the Leases.
The term "Environmental Condition" shall mean and include any existing condition tO the soil, subsurfaCe,
surface waters, grOundwaters, atmosphere or other environmental medium, whether or not 3et discovered, which
could result in any damage, loss, cost, expense, claim, demand, investigation, lien or liability relating to the Subject
Properties under the Resources Conservation and Recovery Act of 1976, as amended, 42 U.Si.C. §6901 et seq., the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §9601
et seq. The Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq.; the Clean Air Ac!, 42 U.S.C. §7401 et
seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1471 et seq.; the Toxic Substances Control Act, 15
U.S.C. §§2601-2629; the Oil Pollution Act, 33 U.S.C. §2701 et seq.; the Emergency Planning and Community
Right to Know Act, 42 U.S.C. §1101 et seq. and the Safe Drinking Water Act, 42 U.S.C. §§300(f) through 300(j)
and all regulations issued thereunder and any other law, statute, ordinance, decree, requirement, order, judgment,
rule or regulation! of, including the terms of any license, permit, certificate, or abandonmbnt, approved by any
governmental authority relating to air or water quality, hazardous or solid wastes, hazardous substances or any
other environmental matters.
ASSIGNEE HEREBY EXPRESSLY WAIVES ITS RIGHT TO PROCEED AGAINST ASSIGNOR AND
TO SEEK ANY P,_EMEDIES FOR ANY ENVIRONMENTAL CONDITION, INCLUDING, BUT NOT
LIMITED TO, ANY REMEDIES UNDER ANY ENVIRONMENTAL LAW OR LEGAL REQUIREMENT
AND AGREES TO PROTECT, INDEMNIFY, RELEASE, AND HOLD HARMLESS SELLER FROM AND
AGAINST ALL iCLAIMS, COSTS, OR LIABILITIES ATTRIBUTABLE TO ANY ENVIRONMENTAL
CONDITION ON AND AFTER THE EFFECTIVE DATE AND WHETHER OR NOT ACCOUNTED FOR
HEREUNDER RESULTING FROM ANY CAUSE, INCLUDING ASSIGNOR'S NEGLIGENCE (WHETHER
SOLE, JOINT, OR CONCURRENT) OR ACTIONS (OR FAILURE TO TAKE ACTION) OF ANY KIND.
The term "Assumed Obligations" under this Assignment shall mean and includ'e all claims, losses,
damages, costs, expenses, causes of action or judgments arising out of the oWnership or opdration of the Subject
Properties or under any statutes or from the documents and agreements creating such ownersh!p or operations.
Assignee agrees to assume, pay, perform and discharge, and to indemnify and hold Assignor harmless of,
fi:om, and against any and all of the Assumed Obligations (including reasonable attorneys' ifees, court costs and
expenses), arising fi'om claims asserted after the Effective Time of this Assignment.
Assignor shall retain and agree to assume, pay, perform and discharge, and to mdemm!fy and hold Assignee
harmless of, fi.om, and against any and all of }he Assumed Obligations (including reasonable att'omeys' fees, court
costs and expenses) arising from claims asserted prior to the Effective Time of this Assignment, except, however,
Assignee shall be solely resPonsible for balancing of gas payments for any gas imbalances Which may exist as of
the Effective Time.
Assignee agrees to assume any and all obligations of Assignor to plug and pay for plugging of the Wells to
the extent they are completed within depths or horizons included as Subject Properties un~er this Assignment,
pursuant to the applicable rules, laws, or regulations of the State regulatory agency where the wells are located, and
Assignee agrees to indemnify and hold Assignor harmless from any obligation arising Or resulting fi.om the
plugging and abandoning of said Wells. Assignee agrees to promptly file for and become successor operator
before and in the records of each state regulatory agency having jurisdiction over the Subject Properties.
Assignor agrees to execute and deliver transfer orders, division orders, notices, releases and acquittances
and such other instruments as may be necessary or appropriate to further assure to Assignee all of the properties,
rights, titles, interests, estates, remedies, powers and privileges by this instrument granied, bargained, sold,
conveyed, assigned, transferred, and delivered, or otherwise vested in Assignee or intended so to be hereunder.
Without limiting the foregoing, Assignor agrees to execute any and all form assignments fOr individual state or
federal oil and gas leases comprising any portion of the Subject Properties as may be required by state law or
regulation, or by federal law or regulation, any and all of' such individual assignments to ~onstitute, as to sUch
individua! leases, one and the same assignment as is made herein.
Assignor believes (but does not represent or ~van~ant) that it has observed, perfonned and complied with the
terms, provisions, covenants and conditions of said Leases and with all laws, rules, regulations and orders, both
State and Federal, applicable to ownership and enjoyment of the Subject Properties herein tr!ansferred through the
effective time, but Assignee assumes all risks of non-compliance by Assignor at the Effective Time, and agrees to
file well permit applications for and secure san~e in the name of Assignee for every well on the Subject Properties
as such wells are identified in Exhibit "A" or as found on the Subject Properties, and Assignee shall perfonn and
comply with the temps, covenants and conditions of said Leases fi.om the Effective Time.
Assignee assumes the leases and all obligations and rights thereunder and accePts responsibility for proper
payment of royaltY on and for all Wells in the Subject Properties, and for severance taxes as ~f the Effective Time,
and agrees to comPly with all applicable statutes and with applicable rules and regulations.
Oil remaining in the tanks above the pipeline connection at the Effective Time shall be the property of
Assignor. All gas produced and saved up to the Effective Time shall belong to Assignor. Xll gas produced and
saved after such Effective Time belongs to Assignee.
For the year 2002 and all subsequent years, Assignee agrees to timely render and pay ad valorem taxes on
the Subject Properties.
ARTICLE IV
Counterparts
Tiffs Assignment may be executed in an3' number of counterparts, each of which shall be of equal dignity
and all of whiCh sliall constitute but one and the same instrument. In order to facilitate recordJtion, signature pages
fi.om each original icounterpart may be removed therefrom, and attached to a single instrumenti and recorded, which
recorded instrument shall be effective for all purposes hereunder and under the recording statuies.
This Assignment shall bind and inure to the benefit of Assignor and Assignee and thei~ respective affiliates,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the date of
their respective acknowledgments set'forth below, to be effective, however, for all purposek as of the Effective
Time.
Assistant Secretary
STATE OF COLORADO
COUNTY OF DENVER
ASSIGNOR:
Cabot Oil & Gas Corporation
Name: R. Scott Butler
Title: Vice President
Ackmowledged on this 21st day of November , in the year 2002, before me pers6nally came R. Scott
Butler, to me known, who being by me duly sworn, did depose and say that he is the Vice President of Cabot Oil &
Gas Corporation, a Delaware corporation, and that he as.such Vice President, being authorizel so to do, executed
the foregoing instrument for the purposes therein contained on behalf of the corporation.
Witness the:hand and official seal of the undersigned this the day and year first in this certificate written.
Nota
My Conzrnission Expires: ~ KATHRYN B. FLAGER
~: NOTAR?' PUBLIC
~ STATE Or COLORADO
-4- ~v c;ommission Expires 1!1/12/2003
ASSIGNEE:
By:
ACKNOWLEDGMENT
STATE OF -~V-~-x-~-s §
COUNTY OF ~ ~--,-~ ~ §
Before me, the undersigned, a Notary Public in and for said County and
appeared L_~ sA-- ~,-. 'h"~ ~_C' ~, ,- ~-. ~_ ~ ~
State, oni this day personally
known to me to be the person 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.
II-"' ?~'"~.'~ KRISTEN N. RURK Il '
il-"-'*?'~:~} MY COMMISSION EXPIRES Jl Notary Public in and for th~State of
I' ""'~' ..... _ __ ' _ __1[
2002.
assignment-wellbor¢ only.doc
-5-
LOt #: 106
Sale #: 180C
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