HomeMy WebLinkAbout906856STATE OF WYOMING
COUNTY OF LINCOLN
RECEIVED 3/3/2005 at 11:36 AM
RECEIVING # 906856
BOOK: 580 PAGE: 186
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, CONVEYANCE AND TRANSFER
KNOW ALL MEN BY THESE PRESENTS:
This ASSIGNMENT, CONVEYANCE AND TRANSFER (this "Assignment") is made and entered
into this 22"a day of August, 2002, to be effective the 1st day of May, 2002 (the "Effective Date"), and is by
and between TEXACO EXPLORATION AND PRODUCTION INC., a Delaware corporation, whose address
is 1111 Bagby Street, Houston, Texas 77002, hereinafter referred to as "Grantor," and CHEVRON U.S.A.
INC., a Pennsylvania corporation, whose address is 1111 Bagby Street, Houston, Texas 77002, hereinafter
referred to as "Grantee."
GRANTOR, in furtherance of a plan of reorganization following the merger of a wholly-owned
subsidiary of ChevronTexaco Corporation, formerly Chevron Corporation, a Delaware corporation, with and
into Texaco Inc., a Delaware corporation, desires to transfer unto GRANTEE, and Grantee desires to accept
such transfer of, all of GRANTOR'S right, title and interest in and to (i) the lands (the "Lands"), if any, and
the leases (the "Leases"), if any, described or referenced in Exhibit A attached hereto and made a part hereof
and/or described or referenced in any instruments described in Exhibit A hereto, together with all other
properties, assets, rights and interests situated upon, covering or related to the Lands or the Leases, and (ii) to
the extent not conveyed in clause (i) above, all properties, assets, rights and interests, of every kind or
character, real, personal or mixed, located, in whole or in part, in the County and State first set forth above, or
situated upon, covering or related to lands located, in whole or in part, in such County and State; save and
except the Exclusions (as hereinafter defined) (the Lands, the Leases and the other properties, assets, rights and
interests described in clauses (i) and (ii) above, exclusive of the Exclusions, are herein collectively called the
"Properties")i"
WITNESSETH'
That GRANTOR by these presents, for and in consideration of the premises, does hereby GRANT,
CONVEY, ASSIGN, TRANSFER, SET OVER, AND DELIVER unto GRANTEE, its successors and assigns,
the Properties, including, without limitation, the following properties, assets, rights and interests, to the extent
located, in whole or in part, in the County and State first set forth above, or situated upon, covering or related
to the Lands, Leases or any other lands located in the aforementioned County and State:
(i) All oil, gas and other mineral properties, assets, rights and interests, including but not
limited to, leasehold, fee, mineral, royalty and overriding royalty interests, mineral servitudes and
mineral rights, payments out of production, net profits, and other rights, including contractual rights to
production, and contractual rights providing for the acquisition or earnin8 of any such interesL owned
by the Grantor in whole or in part (each, a "Mineral " ' " ' ,,
Interest and collectively, the Mineral Interests );
(ii) All gas processing facilities, sulphur recovery facilities, gas treating or cleaning
facilities, natural gas liquids fractionation facilities, and natural gas liquid storage facilities, together
with all gas gathering, compression, booster, and other systems and natural gas liquids pipelines
serving said facilities, owned by Grantor in whole or in part (the "Gas Plants"); together with all tracts
of land or other interests in real or immovable property owned or leased by Grantor in whole or in part
upon which Gas Plants are located (the "Gas Plant Sites");
(iii) All servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses,
leases, permits and/or other like ri¢~ts or interests owned by Grantor in whole or in part and used, or
held for use, in connection with, or in any way related to pipelines, pipeline systems, gathering
systems and related facilities, to the extent not included in Mineral Interests or Gas Plant Sites,
together with any amendments, renewals, extensions, supplements, or other modifications thereto
(herein collectively called the "Pipeline and Gathering System Servitudes");
(iv) All pipes, valves, gauges, meters and other measuring equipment, regulators,
extractors, tubing, pipelines, fuel lines, compressors, facilities, treaters, plants, improvements, fittings,
materials and other improvements, fixtures and/or personal property located in, on, under or otherwise
related to the Pipeline and Gathering System Servitudes (the "Pipeline and Gathering Systems"); and
(v) All other real/immovable, personal/movable and mixed property located on the
Mineral Interests, the Gas Plant Sites or the Pipeline and Gathering System Servitudes, or used, or
held for use, in connection therewith, or in any way related to the ownership or operation thereof
(whether located on or offsuch Mineral Interests, Gas Plant Sites or Pipeline and Gathering System
Servitudes), owned or leased by the Grantor in whole or in part, including without limitation, wells,
well equipment, pumping units, casing, tanks, injection facilities, saltwater disposal facilities, crude
oil, natural gas, natural gas liquids, condensate or products in storage or in pipelines, gas or pipeline
imbalances, and boilers, buildings, office equipment and furniture, computers, service facilities and
warehouses, yards, tools, materials, supplies, tubing pumps, motors, platforms, shore bases, boats,
automotive and other vehicular equipment, radios, microwave equipment, communication and
transmission towers and facilities, air service facilities, helicopter pads and facilities, fixtures,
machinery and other equipment, pipelines, flowlines, compressors, meters, power lines, telephone and
telegraph lines, roads, field separation and processing facilities, and all other improvements (the
properties, assets, rights and interests'described in this paragraph A are herein collectively called the
"IMineral Properties").
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All properties, assets, ri~ts and interests owned by Grantor in whole or in part that are or may be
classified as real or immovable property., other than those described in the Mineral Properties (such
properties, assets, rights and interests, to the extent not described in the Mineral Properties, are herein
each called "Other Real Property", and collectively, "Other Real Properties"), including, without
limitation, all fee, surface fee, surface leases, easements, rights-of-way and prescriptive ri~ts, timber
rights, and water rights, including riparian rights; together with any and all improvements and
hereditaments thereon. Other Real Properties shall expressly include, without limitation, all tracts of
land, or any other interest or leasehold rights of Grantor in real or immovable property., to the extent
not part of the Mineral Properties, upon which are located office buildings, warehouses and any other
structures or facilities owned by Grantor in whole or in part.
.._0188
All of Grantor's files, records and data relating to the Nlineral Properties or the Other Real Properties,
including without limitation, title records (including abstracts of title and title curative documents),
computer hardware and contracts relating primarily thereto, correspondence, micro-fiche or other lists,
geological, geophysical and seismic records, electric logs, core data, pressure data and decline curves,
reservoir engineering reports, oil-in-place estimates, and enhanced oil recovery predictions and
graphical production curves and all related matters, and tax basis data with respect to the Nlineral
Properties or the Other Real Properties.
All of Grantor's right, title and interest in any and all patents and patent applications, trade secrets,
proprietary information, data and processes, including so~vare, (whether or not embodied in
documents, books, records, or hardware conveyed hereunder, and whether or not acquired or licensed
from third parties by contract or otherwise) and rights to any of the foregoing, including income
therefrom, used or held in connection with the properties, assets, rights and interests conveyed
hereunder.
All rights, privileges, benefits and powers related to the Mineral Properties and the Other Real
Properties, other than the Exclusions, including without limitation:
(i) (a) All rights, privileges, benefits and powers (including without limitation, permits,
licenses, servitudes, easements, rights-of-way, roads and docks) conferred upon the Grantor with
respect to the use and occupation of the surface of, and the sub-surface depths under, the land covered
by and benefiting their respective Mineral Property or Other Real Property which may be necessary,
convenient or incidental to the possession and enjoyment thereof, (b) all rights in respect of any
pooled, communitized or unitized acreage by virtue of any Mineral Property being a part thereof,
including all production from the pool or unit allocated to any such Mineral Property and all interests
in any Wells within the unit or pool associated with such Mineral Property, (c) all fights, options, titles
and interests of the Grantor and ~anting the Grantor the rig, ht to obtain or otherwise earn interests
with respect to its Mineral Properties whether by drilling wells, causing wells to be drilled, payments
of money or otherwise, and (d) all tenements, hereditaments and appurtenances belonging to such
Mineral Properties or Other Real Properties;
(ii) All oil, gas and natural gas liquids division and transfer orders, oil, gas and natural
gas liquids purchase and sale contracts, oil, gas and natural gas liquids exchange agreements, surface
leases, farmin a~eements, farmout a~eements, bottom hole a~eements, unit a~eements, operating
a~eements, processing a~eements, options, lease of equipment or facilities and other contracts,
agreements and rights, which are owned bythe Grantor, in whole or in part and are (a) appurtenant to
the Mineral Properties or Other Real Properties, or (b) used or held for use in connection with the
ownership or operation of the Mineral Properties or Other Real Properties or with the production, sale,
transportation, storage or disposal of water, hydrocarbons or associated substances;
(iii) All accounts, receivables, contract rights, choses in action (i.e. rights to enforce
contracts or to bring claims thereunder), commercial tort claims and other general intangibles
(regardless of whether the same arose, or the events which gave rise to the same occurred on, betbre or
after the Effective Date); and
(iv) All money, documents, instruments, chattel paper (including, without limitation,
electronic chattel paper and tangible chattel paper), rights to payment evidenced by chattel paper,
securities, payable intangibles, letters of credit, letter of credit rights, supporting obligations and rights
to payment of money (regardless of whether the same arose out of a transaction that occurred on,
before or after the Effective Date).
E. All other properties, assets, rights and interests owned or leased by Grantor in whole or in
part, whether or not specifically described herein associated with Grantor's ownership or operation of
the Ivlineral Properties or Other Real Properties, other than the Exclusions.
TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns forever, together
with all and singular the properties, assets, rights, interests and appurtenances thereto belonging or in anywise
incident or appurtenant thereto; and Grantor hereby binds itself, its successors and assigns to warrant and
forever defend title to the Properties unto Grantee, its successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise.
This Assignment is made with full substitution and subrogation of Grantee in and to all covenants and
warranties by others heretofore given or made in respect to the Properties or any part thereof.
Grantor hereby covenants to and with Grantee, its successors and assigns, that Grantor will, so long as
it is authorized by applicable law so to do, at Grantor's expense, execute and deliver to Grantee all such other
and further instruments of conveyance, assignment and transfer and all such notices, releases, acquittances, and
other documents, and to do all such other acts and things, as may be necessary more fully or specifically to
convey and assign to and vest in Grantee, its successors or assigns, title to the Properties. Nothing contained
herein or in any other general and specific instruments of conveyance, assignment, and transfer executed
pursuant hereto shall be deemed to limit or restrict the Properties, or any right or interest of Grantor therein.
There is hereby EXCEPTED AND EXCLUDED from this Assignment all other properties, assets,
rights and interests specifically described in E,,chibit B hereto, if any (herein collectively called the
"Exclusions").
Disclaimer of Representations and Warranties. THE EXPRESS SPECIAL W.~R. RANTY OF
TITLE SET FORTH ABOVE IS EXCLUSIVE, AND IN LIEU OF ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND GRANTOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER
REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOhNG,
THE PROPERTIES ARE CONVEYED PURSUANT HERETO WlTHOUTANY W.-tRIL~TY OR
REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, AND,
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE REFERENCED ABOVE, WITHOUT ANY
OTHER EXPRESS, I3IPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER. GRANTEE SHALL ACCEPT THE PROPERTIES IN THEZR "AS IS, WHERE IS"
CONDITION, WITH ALL FAULTS AND IN ITS PRESENT CONDITION AND STATE OF REPAIR.
Assumption of Debts and Liabilities. Grantee agrees to assume, undertake, pay, satisN, and discharge
all the lawful duties, debts, obligations and liabilities under or relating to the Properties, known or unknown,
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whether now existing or which may come into existence in the future, of the Grantor (regardless of whether the
same arose or the events which gave rise to the same occurred on, before or after the Effective Date). Except as
expressly stated herein, Grantee accepts this Assignment subject to all covenants, conditions, duties and
obligations of Grantor under or relating to the Properties and expressly assumes and agrees to be responsible
for and discharge said covenants, conditions, duties and obligations.
Waiver of Consumer Riehts. To the extent applicable to the transaction contemplated hereby or
any portion thereof and to the fullest extent such rights may be waived, Grantee waives Grantee's rights
under the provisions of the Texas Deceptive Trade Practices- Consumer Protection Act, Sections 17.41
et. seq. of the Texas Business and Commerce Code, a law that gives consumers special rights and
protections, and any comparable act in any other state in which the Properties are located; Grantee
states that, after consultation with an attorney of Grantee's selection, Grantee voluntarily consents to
this waiver.
Counterparts; Exhibit A; Exhibit B; Witnesses; Attestation. This Assignment may be executed in any
number of counterparts all of which are identical, except that, (i) to facilitate recordation, in certain
counterparts hereof only that portion of Exhibit A which contain specific descriptions of properties, assets,
rights and interests located in the recording jurisdiction in which the particular counterpart is to be recorded are
included, and other portions of Exhibit A are included by reference only, (ii) to facilitate recordation, only
those counterparts hereof which are to be filed in recording jurisdictions where Exclusions are located will
have an Exhibit B attached. If no Exhibit B is attached to a particular counterpart, such omission is intentional
and indicates that no Exclusions are located in that recording jurisdiction. Exhibit B is included by reference
only on those counterparts which do not have an Exhibit B attached. With respect to those counterparts which
have an Exhibit B attached, only that portion of Exhibit B which contain specific descriptions of Exclusions
located in the recording jurisdiction where the particular counterpart is to be recorded are included, and other
portions of Exhibit B are included by reference only, (iii) the execution of this Assignment by each of the
parties may not be witnessed on those counterparts hereof containing descriptions of the Properties located in
states where witnesses are not required by applicable law, and (iv) the execution of this Assignment by each of
the parties may not be attested on those counterparts hereof containing descriptions of the Properties located in
states where attestation is not required by applicable law. Each of such counterparts shall for all purposes be
deemed to be an original. All such counterparts shall together constitute but one and the same Assignment.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Assignment to be duly executed on
the date first set forth above, but effective for all purposes on the Effective Date.
By
Name:
Title:
GRANTOR:
TEXACO EXPLORATION AND PRODUCTION INC.
Attorney-in-Fact
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GRANTEE:
CHEVRON U.S.A. INC.
Name: A.E. Wacker
Title: Assistant Secretary
Grantor's Address:
Texaco Exploration and Production Inc.
1111 Bagby Street
Houston, Texas 77002
Grantee's Address:
Chevron U.S.A. Inc.
1111 Bagby Street
Houston, Texas 77002
WHEN RECORDED OR FILED RETURN TO:
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Affn: Jerome
2730 Gate3~rD~ aks Drive, Suite 100
$~_~'~to, CA 958~3
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Grantor's Acknowledgment
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by the above mentioned person, as
attorney-in-fact of TEXACO EXPLORATION AND PRODUCTION INC., a Delaware corporation, on
behalf of said corporation on this date. He is personally known to me.
~ A"-,~Z.*°~,,~ CHARLES F. HOLMES
~ f¢[,,~'~ NOTARY PUBLIC, STATE OF TEXAS
~ ~ ~] MY COMMISSION EXPIRES
NOTARY PUBLIC
STATE OF TEXAS
Grantee's Acknowledgment
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by the above mentioned person, as
Assistant Secretary of CHEVRON U.S.A. 1NC., a Pennsylvania corporation, on behalf of said corporation
on this date. She is personally known to me.
NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES
APRIL 6, 200 ~
NOTARY PUBLIC
STATE OF TEXAS
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b~0!93
0195
EXHIBIT B
To Assignment, Conveyance And Transfer
Dated effective as of May 1, 2002
From Texaco Exploration and Production Inc., as Grantor
To Chevron U.S.A. Inc., as Grantee
Excluded Assets
This Exhibit B has been intentionally left blank.
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