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HomeMy WebLinkAbout906750 0677 CONVEYANCE, ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT THIS CONVEYANCE, ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT (together with the exhibits and schedules hereto, the "Conveyance") is executed effective as of the Effective Time (as defined below) and is by and between Dgk¢ E~n~er_gy_..Fie~d Services, LP, a Delaware limited partnership ("~EFS"), Duke Energy Field Marketing, LP, a Delaware limited partnership ("DEFSM") aud Overland Trail Transmission, LLC, a Delaware limited liability company ("Overland Trail"), (DEFS and Overland Trail colI'E~iVely, the "GRANTORS") having addresses 370 - 17th Street, Suite 2500, Denver, Colorado 80202, and MOUNTAIN GAS RESOURCES, INC., a Delaware corporation ("GRANTEE"), having as its address 1099 18'h Street, Suite 1200, Denver, Colorado 80202. DEFS, DEFSM, Overland Trail and GRANTEE each may be referred to in this Conveyance individually as a "Party" and collectively as the "Parties." BACKGROUND Pursuant to that certain Purchase and Sale Agreemeut dated November 15, 2004 (the "_Agreement") by and among the Parties, GRANTORS have agreed to grant, bargain, sell, assign, convey, transfer and deliver the Assigned Property (as defined below) unto GRANTEE and its successors and assigns forever, and GRANTEE has agreed to purchase and acquire the Assigned Property from GRANTORS, all as more fully described in the Agreement. FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, GRANTORS have agreed to grant, bargain, sell, assign, convey, transfer and deliver the Assigned Property (as defined below) unto GRANTEE and its successors and assigns forever, and GRANTEE has agreed to purchase and acquire the Assigned Property fi'om GRANTORS all as more fully described below: GRANT, HABENDUM, RESERVATION AND WARIL~NTY 1.1 Grant; Habendum. GRANTORS have granted, trausferred, bargained, sold, conveyed, and assigned, and do hereby grant, transfer, bargain, sell, convey, aud assign to GRANTEE and its successors and assigns forever, for all purposes at and as of 12:01 A.M. Subject Time February 1,2005 (the "Effective Time"), all of the properties and assets described as follows (the "Assigned Property"), TO HAVE AND TO HOLD, subject to the terms, exceptions and other provisions herein stated, the Assigned Property unto GRANTEE and unto its successors and assigns forever: ii. iii. vii. viii. The Systems, excluding the Gillette Gas Gathering and Compression System, as described on the System Maps attached hereto as Exhibit A; The Plant Facilities, as described ou Schedule 1.1 (b) attached hereto; The Real Property Interests, as described on Schedule 1.1 (c)(i) attached hereto; The Perm/ts, as described on Schedule 1.1 (d) attached hereto; The Personal Property, as described on Schedule 1.1 (e)(i) attached hereto; The Assumed Contracts, as described on Schedule 1.1 (f)(i) attached hereto; The Intellectual Property, excluding Intellectual Property related to the Gillette Gas Gathering and Compression System; The Imbalance Receivables, excludiug hnbalance Receivables related to the Gillette Gas Gathering and Compress/on System; The Records, excluding Records related to the Gillette Gas Gathering and Compression System; and The Incidental Rights, excluding Incidental Rights related to the Gillette Gas. Gathering and RECEIVED 2/28/2005 at 11:48 AM RECEIVING # 90675'0:' BOOK: 519 PAGE: 677 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 0678 Compression System. 1.2 Reservation. The Assigned Property specifically excludes, and GRANTORS hereby reserve, the Excluded Assets described on Schedule 1.2 attached hereto. 1.3 Warranty. Subject to the Agreement, the Assigned Property is granted, transferred, bargained, sold, conveyed, and assigned without warranty of title, express or implied, except that GRANTORS warrant title to tim Assigned Property against anyone, other than GRANTEE, claiming any right, title or interest therein arising by, through or under GRANTORS or any of its Affiliates, but not otherwise. II. MISCELLANEOUS 2.1 Governing Agreement. This Conveyance is expressly made subject to the terms and provisions of the Agreement. The delivery of tiffs Conveyance shall not affect, enlarge, diminish, or otherwise impair any of the representations, warranties, covenants, conditions, indenmities, terms, or provisions of the Agreement, and all of the representations, warranties, covenants, conditions, indenmities, temps, and provisions contained in the Agreemeut shall survive the delivery of ttfis Conveyance to the extent, and in the manner, set forth in the Agreement. In the event of a conflict between the terms and provisions of this Conveyance and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall govern and control. Nothing in this Conveyance shall, or shall be construed to, prejudice the rights of GRANTEE to contest any claim or demand of any Third Person as fully as Grantor might have done. 2.2 Further Assurances. The Parties agree to take all such further actions and to execute, ac ~knowledge, and deliver all such further docmnents as are necessary or useful to more effectively convey, transfer to or vest in GRANTEE the Assigned Property or to better enable GRANTEE to realize upon or otherwise enjoy any of the Assigned Property or to carry into effect the intent and purposes of the Agreement and this Conveyance. 2.3 Successors and Assigns. The provisions of this Conveyance shall bind and inure to the benefit of GRANTORS and GRANTEE and their respective successors and assigns. 2.4 GOVERNING LAW; JURISDICTION AND VENUE. THIS CONVEYANCE AND THE LEGAL RELATIONS BETWEEN GRANTORS AND GRANTEE HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, EXCLUDING ANy CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. 2.5 Exhibits. All exhibits and schedules attached hereto are hereby made a part hereof and incorporated herein by this reference. References in such exhibits and schedules to instruments on file in the public records are notice of such instruments for all purposes. Unless provided otherwise, all recording references in such exhibits and schedules are to the appropriate records of the counties in which the Assigned Property is located. For recording purposes, a memorandmn of this Conveyance may be recorded and portions of the exhibits and schedules may contain only that portion of the Assigned Property that is real property that is located in the county in which this Conveyance is filed. 2.6 Defined Terms. Any capitalized term not otherwise defined in this Conveyance shall have the meaning set forth for such tern~ in the Agreement. 2.7 Captions. The captions and article and section numbers in this Conveyance are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Conveyance. 2.8 Counterparts. This Conveyance may be executed in one or more originals, but all of wln/ch together shall constitute one and the same instrument. This Conveyance is executed to be effective for all purposes as of the Effective Time. 067 9 DUKE ENERGY FIELD SERVICES, LP Name:' Stephen O. McNair Title: Vice President DUKE ENERGY FIELD SERVICES MARKETING, LP By: ~ _~_ d'~')]~· Name: Stephen O McNair Title: Vice President OVERLAND TRAIL TRANSMISSION, LLC Title: Vice President MOUNTAIN GAS RESOURCES, INC.J~ By: '~~ ~ Name: J. Burton Jo s Title: Vice Pre THE STATE OF COLORADO § CITY Ah/D COUNTY OF DENVER § This instrument was acknowledged before me on this 1st day of February, 2005, by Stephen O. McNair, as the Vice President of Duke Energy Field Services, LP, a Delaware limited partnership; on behalf of said entity. Notary Public, ~te of Colorado 090G750 THE STATE OF COLORADO § CITY AND COUNTY OF DENVER § My commission expires: 2/19/2006 This instrument was acknowledged before me on this let day of February, 2005, by Stephen O. McNair, as the Vice President of Duke Energy Field Services Marketing, LP, a Delaware limited partnership; on behalf of said entity. Notary Public,(S{ate of Colorado ~ ' My commission expires: 2/19/2006 THE STATE OF COLORADO § § CITY AND COUNTY OF DENVER § ............. This instrument was acknowledged before me on this let day of February, 2005, by Stephen O. McNair, as the Vice President of Overland Trail Transnfission, LLC, a Delaware limited liability company; on behalf of said entity. THE STATE OF COLORADO My commission expires: 2/19/2006 CITY AND COUNTY OF DENVER This instrument was acknowledged before me on this 1 st day of February, 2005, by J. Burton Jones, as the Vice President of Mountain Gas Resources, Inc., a Delaware corporation, on behalf of said entity. N~otar~ P&lic,~ate of Colorado My conmfission expires: {~i - [Remainder of page intentionally left blank] , O OG ?aO © © 0 z z 0 0 z z m ;0 0 ~c z m m o 0 ~0 ~m .<7 7 ~0 ~0 © moo m© ...% z z ~ ~ z 0 0 0 0 0 Z Z Z Z Z 0 0 0 0 0 0 0 0 0 0 0 0 o ~ o ~ oo oo -< _< -q.~. 0 c z 0 c m 0 0 0 m © .. 0 z 0 0 z c z c m c z 0 c i-n 0 Z -< o z o --I rtl 0 m E1 ~00%~ Z~ ~m~m~o ~2 >o~o~~ · ~ Z~m~ ~ 0" mmmm~'. '"~ o~m~m~ m z~mm~ ~m m F- © 0 m 0 m o