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Home My WebLink About878288 8782"'8 ASSIGNMENT AND BILL OF SALE. S'I'~'I'~, OF ~¥OMZ~G § CO~'I'TSS OF T,Z~COI,~, SUBLETTE AND SWEETWATER § KC METERING AND OPERATING, INC. a Wyoming corporation, P.O. Box 4456, Marbleton, Wyoming 83113("Assignor,'), ~'°r and in consideration of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, receipt of which is hereby acknowledged, does hereby assign, transfer, grant and convey unto Burlingten Resources Oil & Gas Company, LP with offices at 3300 North Street, Building 6, Midland, Texas 79705 ("Assignee"), all. of Assignor,s right, title, and interest in and to the following assets: (i) The oil and gas leases, leasehold interests, overriding royalty interests, rights and interests attributable or allocable to the oil and gas' leases or leasehold interests by' virtue of pooling, unitization, communitization, and operating agreements, licenses, permits and other agreements, and other properties and interests described on Exhibit "A" attached hereto (limited as to the interests, lands and depths indicated in the Exhibit ~'A") (collectively, the "Leases"), together with Assignor's right, title and interest in and to the property and rights incident thereto, including, but not limited to, as of the Effective Time, rights in, to, and under agreements, leases, permits,~_ rights-of-way, easements, licenses, farmouts, farmins, options, orders, and other contracts or agreements of a similar nature in any way relating thereto; (ii) The wells, equipment, materials, fixtures and improvements on the Leases as of the Effective Time, appurtenant thereto or used or obtained in connection with the Leases or with the production, treatment, sale or disposal of hydrocarbons or waste produced therefrom or attributable thereto, and other appurtenances thereunto belonging (the "Equipment"); provided, however, Equipment shall not include leased equipment located on the Leases; and' (iii) The unitization, pooling and operating agreements, and the units created thereby which relate to the Leases or interests described in Exhibit "A" or which relate to units or wells located on the Leases, including the units formed under orders, regulations, rules, and other official acts of the governmental authority having jurisdiction, together with any right, title, and interest crea~ed thereby in the Leases. 2 Assignor' s interests in these assets is herein collectively referred to as the "Assets". TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever, subject to the terms and provisions hereof. This Assignment and Bill of Sale is accepted subject to, and Assignee agrees to assume and perform, any and all of the liabilities and obligations or alleged or threatened liabilities and obligations of Assignor that arise under the Assets and all assignments, operating agreements, leases, permits, deeds, rights-of-way, licenses, easements, options, orders, gas purchase contracts, product purchase and sale agreements, gas gathering agreements, gas transportation agreements ~ gas processing agreements, or any other agreements or contracts attributable to, affecting, or otherwise relating to-the Assets, including, bUt not limited to, any and all liabilities and obligations (i) to pay and deliver royalties, overriding royalties, non- participating royalties, and other burdens on production, (ii) connection with or arising out of balancing of overproduction or underproduction from the Assets, and (iii) necessary to comply with all laws and governmental regulations with respect to the Assets, including, but not limited to, the lawful plugging and abandonment of oil and .gas wells and the restoration of the surface of the land, or any governmental request or other requirement to abandon any pipeline or facility or take any 3 clean-up, remedial or other action with respect to the Assets, regardless of when the events occurred that caused such condition to exist or the obligation to arise. Without limitation of the foregoing, Assignee agrees to assume and perform any and all of the obligations and liabilities or alleged, or threatened liabilities and obligations of Assignor for any violation of Environmental Laws (as defined in the Agreement) with respect to the Assets, regardless of when the events occurred~ that caused such condition to exist Or the obligation to arise. THIS ASSIGNMENT AND BiLL OF SALE IS EXECUTED, DELIVERED, A~[D ACCEPTED WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF TITLE OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED OR STATUTORY; PROVIDED, HOWEVER, ASSIGNOR HEREBY SPECIALLY WARRANTS AND AGREES TO DEFEND THE TITLE TO THE ASSETS AGAINST THE LAWFUL CLAIMS AND DEMANDS OF ALL PERSONS OR ENTITIES CLAIMING THE SAME OR ]aNy PART THEREOF BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE. THE ASSETS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY ASSIGNEE IN THEIR I'AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF A_MY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE ~XPRESSLY DISCLAIMED BY ASSIGNOR AND WAIVED BY ASSIGNEE. THE ASSETS HAVE BEEN USED FOR OIL AND GAS 4 DRILLING, PRODUCTION, PIPELINE, TRANSPORTATION, STORAGE AND RELATED OPERATIONS. PHYSICAL CHANGES IN THE ASSETS AND IN THE L~..NDS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE ASSETS ?,~Y ALSO INCLUDE BURIED PIPELINES D_ND OTHER EQUIPMENT, THE LOCATIONS OF WHICH MAY NOT BE KNOWN BY ASSIGNOR OR READILY APPARENT BY A PHYSICAL INSPECTION OF THE ASSETS. ASSIGNEE HAS INSPECTED THE LEASES, THE EQUIPMENT AND THE ASSOCIATED PREMISES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND HAS ACCEPTED ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE ~TERIAL AND MAN-MADE MATERIAL FIBERS. IN ADDITION, ASSIGNOR MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO ASSIGNEE WITH 'RESPECT TO THE ASSETS, OR CONCERNING THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE ASSETS, ~OR THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, OR THE PRICES WHICH ASSIGNEE IS OR WILL BE ENTITLED TO 'RECEIVE FOR ANY SUCH HYDROCARBONS. TO THE EXTENT APPLICABLE TO THIS TRA/qSACTION, ASSIGNEE HEREBY WAIVES ITS RIGHTS UNDER THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), OF THE TEXAS BUSINESS & COMMERCIAL CODE (A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS). AFTER CONSULTATION WITH mN ATTORNEY OF ITS CHOICE, ASSIGNEE VOL!~TARILY CONSENTS TO THIS WAIVER. This Assignment and Bill of Sale shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns. This Assignment and Bill of Sale may be executed in counterparts, all of which are identical except that, to facilitate recordation, in certain counterparts hereof which are be~.ng recorded, there may be included only that portion of Exhibit "A" which describes Assets located in the county wlhere a particular counterpart is being recorded. All such counterparts shall constitute one and the same instrument. Separate assignments of the Assets may be executed on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the terms set forth herein as fully as though they were set forth in such separate assignments. The Assets conveyed by such separate assignments are the same and not in addi%ion to the Assets conveyed herein. This Assignment and Bill of Sale is subject to all of the terms and conditions of that certain Asset Purchase and Sale Agreement -6- by and between Assignor and Ass:ghee dated December 20, 2001 (the "Agreement"). iN WITNESS WHEREOF, this instrument is executed the ii~i{!~["' aay of December, 2001, but shall be effective as of the 1st day of November, 2001 (the "Effect'ire Time"). ASSIGNOR KC METERING AND OPERa. TING, INC. ASSIGNEE BURLINGTON RESOURCES OIL & Gas Company Title: rl~- -,,_ - STATE OS COLORADO COUNTY OF DENVER BEFORE ME, the undersigned authority, en this day personally appeared Don W. Davis, Attorney-In-Fact of Burlington Resources Oil & Gas Company LP by BROG GP Inc., its sole General Partner, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he 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 HY HAND AND OFFICIAL SEAL OF OFFICE on this 31st day of December, 2001. · . ~,.,- (' ~/ '~':: r. ~h?,,':. 1515 Arapahoe St, Suite i350 .:..~. ..... ,.-' ~...' Denver, CO 80202 My' commission expires: 8-6-02 STATE OF COLORADO § COUNTY OF DENVER § BEFORE ME, the undersigned authority, on this day personally appeared David. L. Herbaly, Attorney-In-Fac~ of KC Metering and Operating, Inc., .a Wyoming corporation, known to me te be the person and officer.whose name is subscribed to the foregoing instrument, and acknowledged te me that he executed 'the same for the' purposes and consideration therein expressed and in the capacity therein stated as the act and deed ef said corporation. GIVEN 'UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this 3ist day of December, 2001. ':~ ..(-' .', i', ~. ., / ,::~ ~ "Notary Public' e~2.. .,.' - 1515 Arapahee St, S,,ite 1350 ,, ":? 0~' t'.::'"..' Denver, CO 80202 M~ coP:ission expires: 8:6-02 8 .-r~ mo ~ ...q