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HomeMy WebLinkAbout907662 RECEIVED 4/15/2005 at 10:02 AM RECEIVING # 907662 BOOK: 583 PAGE: 104 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 00! 04 ASSIGNMENT, BILL OF SALE AND CONVEYANCE THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated effective March 1, 2005 at 12:01 a.m. Central Time (the "Effective T/me"), is from Berco Resources, LLC, a Delaware limited liability company, 1200 Seventeenth Street, Suite 600, Denver, Colorado 80202 ("Berco" or "Assignor") to Whiting Oil and Gas Corporation ("Assignee"). For $100.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and conveys to Assignee all of Assignor's right, title and interest in and to the following real and personal property interests (collectively, the "Assets"): a. The oil, gas and/or mineral leases, rights-of-way and other agreements specifically described in Exhibit A (the "Leases"), the lands described in Exhibit A (the "Lands") and the oil, gas and other hydrocarbons ("Hydrocarbons") attributable to the Leases or Lands, including without limitation, all oil, gas and/or other mineral leases, leasehold estates and interests, all mineral, royalty, overriding royalty, production payment, reversionary, net profits, contractual leasehold and other similar rights, estates and interests in the Leases or Lands, together with all the property and rights incident thereto, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; b. The oil and gas wells specifically described in Exhibit B but limited to the depths and formations covered by the Leases and the Material Agreements (the "Wells"), together with all other oil and gas wells and all water, injection and disposal wells on the Lands or on lands pooled or unitized therewith, and all personal property, equipment, fixtures, improvements, permits, rights-of-way and easements located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in paragraph a.; c. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby and all other such agreements relating to the properties and interests described in paragraphs a. and b. and to the production o fHydrocarbons, if any, attributable to said properties and interests; d. All existing and effective sales, purchase, exchange, gathering agreements, service agreements and other contracts, agreements and instruments, which relate and only insofar as they relate, to the properties and interests described in paragraphs a. through c.; All proprietary seismic data, licensed seismic data related to the interests described in paragraphs a. through d., subject to the third-party licensing restrictions or other restrictions on disclosure or transfer; and 00105 f. The files, records and data relating to the items described in paragraphs a. through g. maintained by Assignor, but excluding the foregoing subject to the unaffiliated third party contractual restrictions on disclosure or transfer (the "Records"). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made subject to the following terms and conditions: A. This Assignment is being made pursuant to the terms of the Purchase and Sale Agreement dated effective March 1, 2005, between Assignor and Assignee (the "PSA"). All . capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the PSA. If there is a conflict between the terms of this Assignment and the terms of the PSA, the terms of the PSA shall control in all respects. The Assignor and Assignee intend that the terms of the PSA remain separate and distinct from and not merge into the terms of this Assignment. B. ASSIGNOR WARRANTS TITLE TO THE ASSETS FROM AND AGAINST ALL PERSONS CLAIMING BY, THROUGH AND UNDER ASSIGNOR, BUT NOT OTHERWISE, AND EXCEPT FOR THAT WARRANTY, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. C. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii)ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT AND ITEMS ARE BEING CONVEYED TO ASSIGNEE "AS IS, WHERE IS," WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR; PROVIDED, HOWEVER, 'THAT NOTHING CONTAINED IN THIS ASSIGNMENT SHALL LIMIT ANY OF ASSIGNOR'S INDEMNITY OBLIGATIONS UNDER THE PSA. D. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets, but only to the extent not enforced by Assignor. E. Assignee assumes and agrees to pay, perform, fulfill and discharge its proportionate share of all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets after the Effective Time, and all obligations arising under a~eements covering or relating to the Assets, all as more particularly set forth in the PSA. Assignor and Assignee have apportioned other liabilities and obligations in the PSA. F. The references herein to liens, encumbrances, burdens, defects and other maters shall not be deemed to ratify or create any fights in third parties or merge with, modify or limit the fights of Assignor or Assignee, as between themselves, as set forth in the PSA or other documents executed in connection therewith. G. Assignor to Assignee may execute separate governmental form assignments of the Assets on officially approved forms, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the Assets conveyed herein. H. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. EXECUTED on the dates contained in the acknowledgments of this Assignment, to be effective for all purposes as of the Effective Time. ASSIGNOR: BERCO RESOURCES, LLC Timothy t~orfi-s, Vice President ASSIGNEE: WHITI~~ ACKNOWLEDGEMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 31st day of March 2005, by David M. Seery, as Vice President of Whiting Oil and Gas Corporation, a Delaware corporation, on behalf of said corporation. Witness my hand and official seal. My commission expires: -.2-/.~', Notary Public STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me this 31 st day of March 2005, by Timothy R. Morris, as Vice President of Berco Resources, LLC, a Delaware limited liability company, on behalf of said limited-liability company. Witness my hand and official seal. 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