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Home My WebLink About8997478 9.9 7 l, 7 RECEIVED LINCOI_.N COUI'iTY CLERK BOOI~.~ , GL iT p P ' ' .... i'..96 ASSIGNMENT AND BILL OF SALE KNOW ALL MEN' BY TI1ESE PRESENTS THAT: ELMER L. HERBALY, whose address is 11420 W Ca,mi Ct Ste 1S0; Littleton, CO 80120 ("Assignor"), for and in consideration of ONE HUNDRED DOLLARS ($100) and other good and valuable consideration, recmpt of which is hereby aclmowledged, does hereby assign, transfer, grant and convey unto ELMER L. IIERBALY AND LORNA M. HERBALY AS TRUSTEES OF THE ELMER L. IIERBALY IHt. VOCABLE TRUST DATED MAY 24, 2004 1420 W Canal Ct Ste 150 Littlelon, CO 80120 ( Assignee ), all of ':,- ' Assignor s right, title and interest in and lo the fi)llowing: ti) The oil and gas leases, leasehold interests, rights and interests attributable or allocable to the oil and gas leases or leasehold interests by wrme of pooling, unitization, communitizat~3n, and operating agreements, licenses, permtts, and other agreements, all more particularly described on Exhibit "A" hereto, limited as to the lands and depths indicated on Exhibit "A" (collectively the "Leases"), together with Assignor's interests in and to all the 1 roperty and rights incident thereto, including, but not limited to, all rights in, to and under all agreements, product purchase and sale contracts, leases, permits, rights-of-way, easements, licenses, farmouts, options, orders, and other contracts or agreements of a similar nature to the extent same relate to the Leases; (ii) The Wells, equipment, materials and other personal property, fixtures and m~provements on the Leases as of the Effective Date (as hereinafter defined), appurtenant thereto or used or obtained in connection with the Leases or with the production, treatment, sale or disposal of hydrocarbons or xvaste produced therefi'om or attributable thereto, and all other appurtenances thereunto belonging (the "Equipment"); (iii) All Unitization, comrnunitization, pooling, and operating agreernents, and the units created thereby which relate to the Leases or interests therein described on Exhibit "A" or which relate to any units or wells located on the Leases, including any and all units formed under )rders, regulations, rules, and other official acts of the governmental authority having jurisdiction, together with any right, title and interest created thereby m the Leases; an:l (iv) All of Assignor's rights to claim revenues or gas resulting ii'om any underproduction attributable - ', ' to Assignor s interest in the Leases. All of Assignor's interest in the above-mentioned assets is herein collectively referred to as the "Interests". TO HAVE AND TO HOLD the Interests unto Assignee, its successors and assigns, forever, subject to the following terms and conditions: This Assignment is accep[id subject to, and Assignee agrees to assume and Perform, any and all of the liabilities and obligaticns, or alleged or threatened liabilities and obligations, of Assignor under the Interests and existing oil and gas leases, assignlnents, operating agreements, product purchase and sale contracts, leases, permits,~,rights-of-way, licenses, easemcnts, options, orders, and any other agreements or comracts att:ibt~.table to and affecting the Interests, including but not limited to, any and all obligations (i) to pay and deliver royalties, overriding royalties, non-participating royalties, and other burdens on production, (ii) in connection with or arising out of balancing of overproduction or underproduction from tl~e h~terests, and (iii) in compliance with all laws and governmental regulations with respect to :the Interests including, but not limited to, the lawfid plugging and abandonment of oil and gas ~vells and the restoration of the surfi~ce of the land as nearly as possible to its prelease condition, whe;her or not such }iabilities and obligations, or alleged or threatened liabilities and obligations, are caused by Assignor's negligence and whether or not such liabilities and obligations, or alleged or ttireatened liabilities and obligations, arise during the period ol; or from, or in connection with Assignor's ownership or operation of the Interests. Without limitation of tl~e foregoing, Assignee agrees to assume and perform any and all o£tbe liabilities and obligations, or alleged or threatened liabiLties and obligations, of Assignor fin- claims, losses, damages, costs, expenses, diminutions in wdue, suits, and causes of action of ally kind or character, with respect to the environmental condition of the Interests, regardless of when the events occurred that caused such condition to exist and whether or not caused by or attributable to Assignor's negligence. Assignee shall, to the fullest extent permitted by law, protect, deI'end, indemnify and hold Assignor and his employees, agents and representatives, harmless fron~ and against any and all claims, losses, damages, costs, expenses, diminutions in value, suits, causes of action or judgments of any kind or character with respect to m':y and all liabilities and obligations or alleged or threatened liabilities and obligations, including, but not limited to, any interest, penalty and any attorney's fees and other costs and expenses incun-ed in connection with investigating or defending any claims or actions, whether or not resulting in any liability, attributable to or arising ont of (i) ownership or operation of he Interests subsequent to the Effectiw Date, and (ii) Assignee's assumptiou of any liability or obligation in accordance with this parag:apb. THE INDEMNIFICATION, RELEASE AND ASSUNIPTION PROVISIONS PROVIDED FOR IN THIS ASSIGNMENT AN]) BILL OF SALE SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ASSIGNOR. THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED, DELIVERED, AND ACCEPTED WITHOUT ANY REPRESENTATION, WAR]LANTY OR COVENANT OF TITLE OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED OR STATUTORY. THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY THE ASSIGNEE IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAI_R., 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 WAR1LANTIES OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY, AND/OR FITNESS FOR z~ PARTICULAR PURPOSE, ALL OF WHICII ARE EXPRESSLY DISCLAIMED. This Assignment and Bill of Sale shall inure to the benefit of and be binding upon the parties hereto, their heirs, successors and assigns. IN WITNESS WHEREOFi th~s instrument ~s executed the 25"' day of May, 2004. ASSIGNOR: ELMER L. HE1LBALY ASSIGNEE: TIlE ELIVIER L. IIEILBALY REVOCABLE TRUST Name: Ehner L. l'l'erbaly Title: Trustee "' Name: korna M. HerbalS7 / Title: Trustee STATE OF COLORADO COUNTY OF AI/~PAHOE The foregoing mstrumeht was acknowledged before me this 25't' day of May, 2004 by Ehner L. Name: ~elli ,(o/Valter Notary Public i'fi and for the State of Colorado My Commission Expires: May 1, 2007 STATE OF COLORADO COUNTY OF ARAPAHOE The llerbaly, as foregoing instrument was acknowledged before me this 25"' day of May, 2004 by Ehner L. Trustee of the Elmer L. He.'baly Revocable Trus[ Dated May 24, 2004. STATE OF COLO1LADO COUNTY OF AL~d?AHOE Name: l'C'elli J4X,5/altetW---- Notary Public in tin' - · ~ d for the State of Colorado My Commission Expires: May 1, 2007 The foregoing instrument was ackno~vledged before ]ne this 25"' day of May, 2004 by Lorna M. Herbaly, as Trustee of the Eln]cr L. Herb:dy Revocable Trust Dated May 24, 2004. Name: Kelli Jo ~/.dter Notary Public in and lbr the State of Colorado My Commission Expires: May 1, 2007 When Recorded Please Retui'n To: Ehner L. Herbaly: 1420 W Canal Ct Ste 150 Littleton, CO 80120 W I,M Z U.I >.. 0 w~ w rn ,~ ,r i Z ZZZ o4o4o, I