HomeMy WebLinkAbout878078 This Assignment, Bill of Sale and Conveyance (this "Assignment"), dated effective as of
August 1, 2001 at 12:01 a.m.M.D.T. ("Effective Time") is from INTREPID OIL & GAS, LLC
("Intrepid"), whose address is 1801 Broadway, Suite 800, Denver, Colorado 80202, and
EME~LD RESO~CES,"~C. ("Emerald"), whose address is 934 South Fillmore Way, Denver,
Colorado 80209, ROBERT J. GR~Y & ASSOCIATES, LLC ("Grundy") whose address is
22226 Meadow View Road, Mon'ison, Colorado 80465 (Intrepid, Emerald and Grundy sometimes
collectively refe=ed to herein as "Assignors") to SEQUOYAH ~SOURCE PARTNERS, L.P.
("Sequoyah"), whose address is 400 North St. Paul, Suite 400, Dallas, Texas 75201 (sometimes
refe~ed to herein as "Assignee") (AssignOrs and Assignee sometimes collectively referred to herein
as the "Parties).
For$10.00 and other good and valuable Consideration, the receipt and sufficiency of which
are hereby acknowledged by Assignors, Assignors hereby transfer, grant, bargain, sell, convey and
assign to Assignee the undivided interest of Assignors' fight, title and interest (the "Interests") set
out below:
1. An undivided 82% of Assignors' right, title and interest in and to the oil and gas leases described
in Exhibit A-1 attached hereto (the "Leases"), covering the land described in Exhibit A-1 (the
"Land"), whether or not such Leases or Land are accurately or completely described on Exhibit
A-l, and any oil and gas leases or oil, gas and mineral leases covering land in the Project Area
outlined on the plat attached hereto as Exhibit A and not described on Exhibit A-l, together
with all the property and rights incident thereto, including without limitation Assignors' rights
in, to and under all operating agreements, leases, permits, rights-of-way, easements, licenses,
options, declarations, orders, contracts, and instruments in any way relating to the Leases and
Land. Said undivided interest in and to the Leases or Land shall be conveyed at the net revenue
interest set out on Exhibit A-1. The Parties hereto further agree to transfef;.grant, bargain, sell,
convey, cross-convey and stipulate to the working interest ownership between the Parties as set
forth on Exhibit A-1.
2. An undivided 87.5% of Assignors' fight, title and interest in and to the farmout agreements and
farmout option agreements described on Exhibit A-2, granting Sellers the right to earn or
otherwise acquire interests in the Project Area. Said undivided interest in and to the fannout
agreements and farmout option agreements shall be conveyed at the net revenue interest set out
on Exhibit A-2.
3. All of the files, records and data in the possession of Assignors or to which the Assignors are
entitled relating to the items described in subsections (1) and (2) above (the "Records"),
including without limitation, lease records, well records, well files and prospect files; title
records (including title memoranda and title curative documents related to the Leases); contracts
and contract files; correspondence; geological, geophysical and seismic records to the extent
Permissible under applicable license agreements, interpretations, data, maps and information,
but excluding Assignors' income tax records, notes and internal communications between
Assignors regarding the transaction consummated by this Assignment, and documents that are
subject to attorney-client privilege.
To have and to hold the Interests unto Assignee and its successors and assigns forever.
Assignors warrant title to the Interests against all persons claiming an interest herein by,
through or under Assignors but not otherwise to the extent of the Working Interests and Net
Revenue Interests in the Leases described in Exhibits A-1 and A-2.
THE INTERESTS ARE BEING ASSIGNED TO AND ACCEPTED BY ASSIGNEE IN
THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL
FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR
COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO W~NTIES OF MARKETABILITY, QUALITY,
CONDITION, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE,
ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
This Assignment may be executed in any number of counterparts, and each counterpart
hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but
one assignment.
Separate counterparts of this Assignment may be executed for filing with government
agencies to satisfy applicable statutory and regulatory requirements. Those counterparts shall be
deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and privileges
set forth herein as fully as though they were set forth in each such counterpart. The interests
conveyed by such separate counterparts are the same, and not in addition to, the Interests conveyed
herein.
This Assigmnent is delivered pursuant to, and is subject in all respects to, the Purchase and
Development Agreement executed contemporaneously herewith by Assignors and Assignees.
This Assignment shall bind and inure to the benefit of Assignors and Assignees and their
respective successors and assigns.
EXECUTED as of the 30th day of August, 2001, but effective August 1, 2001.
AS SIGNORS: AS SIGNEE:
INTREPID OIL & GAS, LLC SEQUOYAH RESOURCE PARTNERS, L.P.
/~~../cS ~,.~., ~ BY LOCO Resources, L.L.C., general partner
I-:Iu~h E. I-I~rvey, Jr.~ k._J J.M. Kerr/~
Attorney in Fact Operating Manager
EMERALD RESOURCES, INC.
ROBERT J.. GRUNDY & ASSOCIATES, LLC
Manager
ACKNOW.LEDGMENT
STATE OF COLORADO )
CITY AND COUNTY OF DENVER)
The foregoing instrument was acknowledged before me this _~l~fl;/~day of August, 2001, by
J. M. Kerr as Operating Manager of LOCO Resources, L.L.C., a Texas limited liability cmnpany,
in its capacity as general partner of Sequoyah Resource Partners, L.P., a Texas limited partnership,
on behalf of said company.
Witn6ss my hand and official seal.
.,--Z~.'..'" '".<o.:%
Fd '~i." ¢0'~ ~?j., '.y ~, Address: 1801 Broadway, Suite 800
~:i:.Z",:q ...~ o ~ !'/t~ Denver, CO 80202
,.-, q#llllllll~l[~\\\\\\v''
STATE OF COLORADO )
CITY AND COUNTY OF DENVER)
On the 'D~"Uq"day"' ~ of August, 2001, personally appeared before me Hugh E. Harvey, Jr.
who being by me duly sworn did. say that he is the Attorney-in-Fact for Intrepid Oil & Gas, LLC,
and is authorized to execute this assignment.
Witness my hand and official seal.
' . ..... ,xx~xxuuul'tl;'''''-,,,/.,, .-, ,---~ ~:---1(5'~ "
~ ,~.' .. .. '.,.- z~ No~ Public
2~,: ,-,~> :¢.~ Address: 1801 Broadway, Suite 800
¢ : .... :O~ Denver, CO 80202
~'~ :'. .'~T~
'%Z a'OS ¢
~ ~/llll~llltll i~%XxV'
STATE OF COLOR~O )
CITY AND CO~TY OF DENVER)
The foregoing instrument was acknowledged before me this ~day of August, 2001, by
Maureen S. Schultz, as Vice President of Emerald Resources, Inc., a Colorado co¢oration.
Witness my hand and official seal.
,~ ,v: ......... ~, ~z Notaw Public
~"~z'~'
>~, ~. X~) r ' . Address: 1801 Broadway, Suite 800
i~i, i , ~ ~ ~ Denver, CO 80202
E~:, '2(; ~ ~ ~
%2~~ R',:' ::'~q ~
~/llii/tijillBl~%%Vx
sr^, oF cO ORaOo )
CITY AND COUNTY OF DENVER)
On the 7~,{~ day of Augusi, 2001, personally appeared before me Robert J. Grundy who
being by me duly sworn did Say that he is the Manager for Robert J. Grundy & Associates, LLC,
and is authorized to execute this assignment.
Witness my hand and official seal.
N~ry Public
Address: 1801 Broadway, Suite 800
Denver, CO 80202
EXHIBIT A-2
ATTACHED TO AND MADE A PART OF THAT ASSIGNMENT, BILL OF sALE AND
CONVEYANCE BY AND BETWEEN INTREPID OIL & GAS, LLC, EMERALD
RESOURCES, INC. AND ROBERT J. GRUNDY & ASSOCIATES, LLC
("ASSIGNORS") AND SEQUOYAH RESOURCE PARTNERS, L.P. ("ASSIGNEE)
DATED AUGUST 30, 2001, BUT EFFECTIVE AUGUST 1, 2001
Farmout and Farmout Option Agreement
By and between Cabot Oil & Gas Corporation and Intrepid Oil & Gas, LLC
Dated July 23, 2001
Net Revenue Interest Delivered: 78% Before Payout and After Payout
Farmout with Option Agreement
By and between EOG Resources, Inc. and Sequoyah Partners
Dated August 8, 2001
Net Revenue Interest Delivered: 80% Before Payout and After Payout
Farmout Option Letter Agreement
By and between Texaco Exploration and Production, Inc. and Intrepid Oil & Gas, LLC
Dated May 21, 2001
Net Revenue Interest Delivered: 82% Before Pay0ut and After Payout