HomeMy WebLinkAbout906156County of Lincoln
State of Wyoming
RECEIVED 1/31/2005 at 10:46 AM
RECEIVING # 906156
BOOK: 578 PAGE: 62
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
EnCana Energy Holdings Inc., a Delaware corporation ("Assignor"), having its
principal office at 950 17th Street, Suite 2600, Denver, Colorado 80202, does hereby
ASSIGN, CONVEY and TRANSFER to EEH Newco LLC, a Delaware limited liability
company ("Assignee"), having its principal .office at 950 17th Street, Suite 2600, Denver,
Colorado 80202, as a capital contribution in respect of a 100% membership interest in
Assignee, all of Assignor's right, title and interest, whether now owned or hereafter acquired,
in and to all of Assignor's assets and working capital, including but not limited to the
following (collectively, the "Assets"):
All property, interests and rights of whatever kind or character, present and
future, personal and real, tangible and intangible, including all books, records,
fixtures, accounts, goods, inventory, instruments, equipment, documents,
chattel paper and general intangibles; and
All proceeds and products of any and all of the foregoing together with all
renewals, extension, modifications, additions, appurtenances and accessions to
the foregoing and all substitutions and replacements therefor.
TO HAVE AND TO HOLD the Assets unto Assignee forever.
Assignor hereby binds itself to warrant and forever defend the title to the Assets unto
Assignee, its successors and assigns, against every person whomsoever lawfully claiming or
to claim the same or any part thereof by, through or under Assignor, but not otherwise.
This Assignment, Conveyance and Bill of Sale is effective as of January 1, 2005 (the
"Effective Date").
Assignee accepts this Assignment, Conveyance and Bill of Sale and the Assets
conveyed hereby and assumes and agrees to perform all of Assignor's obligations thereunder
effective as of the Effective Date.
ASSIGNOR HEREBY (a) EXPRESSLY DISCLAIMS AND NEGATES ANY
REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED AT
COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO (i) THE
CONDITION (INCLUDING ENVIRONMENTAL CONDITION) OF THE ASSETS
(INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY,
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OF FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS), (ii) ASSIGNEE'S ABILITY TO ASSUME OPERATIONS
OF THE ASSETS, AND (iii) ANY FILES, RECORDS, INFORMATION OR DATA
FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, AND (b) NEGATES
ANY RIGHTS OF ASSIGNEE UNDER STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION AND ANY CLAIMS BY ASSIGNEE FOR DAMAGES BECAUSE OF
DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF
ASSIGNOR AND ASSIGNEE THAT THE ASSETS SHALL BE CONVEYED "AS IS,
WHERE IS" IN THEIR PRESENT CONDITION AND STATE OF REPAIR.
This Assignment, Conveyance and Bill of Sale shall be binding upon Assignee, its
successors and assigns and shall run with the real property interests included in the Assets.
To the extent Assignor has the right to do so, Assignor agrees that this Assignment,
Conveyance and Bill of Sale is made with full substitution and subrogation of Assignee in and
to all warranties of any kind heretofore made by Assignor's predecessors in title in respect of
the Assets. All references herein to Assignor and Assignee shall include their respective
successors and assigns. As used herein, "including" and its variants mean "including but not
limited to" or "including without limitation" and appropriate variations thereof.
Assignor agrees to execute and deliver to Assignee all such other additional
instruments, notices, transfer orders and other documents and to do all such other and further
acts and things as may be necessary to more fully and effectively assign, convey and transfer
to Assignee all of Assignor's right, title and interest in the Assets.
This Assignment may be executed in any number of counterparts and each of such
counterparts shall together constitute but one and the same Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Conveyance,
Assignment and Bill of Sale effective as of the Effective Date.
ENC~NERGY HOLDINGS INC.
Name:
Title:
EEH NEWCO LLC
By: ENCANA ENERGY HOLDINGS INC., sole
Mem~j
Name:
Title:
STATE OF cOLORADO )
) SS.
CITY AND COUNTY OF DENVER)
The foregoing instrument was acknowledged before me this 25th day of January, 2005,
by Don R. McClure as Vice-President and Comptroller of EnCana Energy Holdings Inc., a
Delaware corporation.
Witness my hand and official seal.
My commission expires:
.. s s,[,os
::1] NOTARY PUBLIC
]_ STATE OF COLO~DO
v~vv~~
MM Commission Expires 03/17/2008
STATE OF COLORADO )
) SS.
CITY AND COUNTY OF DENVER)
The foregoing instrument was acknowledged before me this 25th day of January, 2005,
by Don R. McClure as Vice-President and Comptroller of EnCana Energy Holdings Inc., sole
member ofEEH Newco LLC, a Delaware limited liability company.
Witness my hand and official seal.
My commission expires:
NotaCy Public q """""~'"~-"-,.,,~.~u.a~,~.,,,
t JUDITH B. SISNEROS [
:~ NOTARY PUBLIC ~
My Oornml,,~lon ExpIre,~ 03/i7/2008