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Home My WebLink About20141670.tiff 81 IQ t L) IVL May 1 , 2014 Board of County Commissioners of the County of Weld 1150 O Street Bryan Cave LLP Greeley, Colorado 80632 1700 Lincoln Street, Suite 4100 Denver, CO 80203-4541 Attention: Karla Ford Phone 1303) as,-1000 Fax (3031 866-0200 Re: Weld County Leases-Noble to Ken-McGee www.hryancave.com Ladies and Gentlemen: Bryan Cave Offices Enclosed are copies of the recorded Assignment, Bill of Sale and Conveyance, Atlanta dated April, 2014 and made to be effective as of January 1 , 2013, from Noble Boulder Energy, Inc. ("Noble") and Noble Energy WyCo, LLC ("Noble WyCo") to Charlotte Ken-McGee Oil & Gas Onshore LP ("Kerr-McGee") (the "Assignment"), Chicago pursuant to which Noble assigned and transferred their interests in various leases Colorado Springs from Weld County Board of County Commissioners. Under the terms of the Dallas leases, Noble and Noble WyCo were required to obtain your consent to assign Denver and transfer these leases to Kerr-McGee. The Weld County consent was obtained Frankfurt Hamburg on February 10, 2014. Hong Kong Irvine The Assignment should be placed in the lease files for the following leases: Jefferson City Kansas City 1 . Lease to Prima Oil & Gas Company, recorded at Reception London #2903465 ; Los Angeles New York 2. Lease to Amoco Production Company, recorded at Reception Paris #1580925; Phoenix 3 . Lease to Gerrity Oil and Gas Company, recorded at Reception San Francisco #2343833 ; Shanghai 4. Lease to Thomas G. Vessels, recorded at Reception # 1613709; Singapore 5 . Lease to Amoco Production Company, recorded at Reception St. Louis # 1672108; and Washington, DC 6. Lease to J E Massey, recorded at Reception # 1833986. Bryan Cave International Consulting A MADE AND CUSTOMS CONSULTANCY Please date stamp the enclosed copy of this letter and return in the enclosed self- www.bryancaveconsulting.cum addressed stamped envelope. Bangkok RECEIVED Jakarta Kuala Lumpur Manila MAY 0 5 2014 Shanghai Singapore WELD COUNTY • COMMISSIONERS Tokyo LSO « DII O 04- I� 1 D L ooa®?- 1677439. 1 LEO 178 If you have any questions, please me at (303) 866-0411. Thank you for your continued assistance with this process. Very truly yours, tkortyki) Deborah J Thom Legal Assistant Enclosures 1677439.1 k SE;268 I k § § § ■ s k8k § ) m / . VV aa § $ § § 2 § ] OOCZ X 0000 u0.00 - ; § ; E / § ■ ckk § & k § I ' \ � P � � @ . . � a. 2 3 / 555 & W fl ' xx \ ) \ k § E2 ; ; § ; Rk ; s k } g I = ! f 8V) ( 8 } § § ) k � - � 0gDkj - LO 0 / ° \ » @ 6a ! e § ! O ( & 2 O 0 00 a = . 2 . . S § 5 �ssss . 8L- 888 § » $ « \ ,I | ■ , a, 2 §i! ! ! ! 0000 00 ! 7 ! ! f Z' ! 8363 ! k m ; 8K2 § k ! " K ) 8 L. . oct C.)- ��—J Exhibit B Anadarko Area TOWNSHIP 1 NORTH, RANGE 65 WEST,SECTIONS 1 THROUGH 36 TOWNSHIP 1 NORTH, RANGE 66 WEST,SECTIONS 1 THROUGH 36 TOWNSHIP 1 NORTH, RANGE 67 WEST, SECTIONS 1 THROUGH 36 TOWNSHIP 1 NORTH, RANGE 68 WEST, SECTIONS 1, 2, 3,4, 9, 10, 11, 12, 13, 14, 15, 16, 21, 22, 23, 24, 25, 26, 35, 36 TOWNSHIP 2 NORTH, RANGE 65 WEST, SECTIONS 1 (W 1/2), 2 THROUGH 36 TOWNSHIP 2 NORTH, RANGE 66 WEST,SECTIONS 1 THROUGH 36 TOWNSHIP 2 NORTH, RANGE 67 WEST, SECTIONS 1 THROUGH 36 TOWNSHIP 2 NORTH, RANGE 68 WEST, SECTIONS 1, 2, 11, 12, 13, 14, 23, 24, 25, 26, 27, 28, 33, 34, 35, 36 TOWNSHIP 3 NORTH, RANGE 65 WEST, SECTIONS 6, 7, 8, 9, 16, 17, 18, 19, 20, 21, 28, 29, 30, 31, 32, 33 TOWNSHIP 3 NORTH, RANGE 66 WEST, SECTIONS 1 THROUGH 36 TOWNSHIP 3 NORTH, RANGE 67 WEST,SECTIONS 1 THROUGH 36 TOWNSHIP 3 NORTH, RANGE 68 WEST, SECTIONS 1, 2, 11, 12, 13, 14, 23, 24, 25, 26, 35, 36 TOWNSHIP 4 NORTH, RANGE 67 WEST, SECTIONS 3, 4, 5, 6, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 28, 29, 30, 31, 32, 33 TOWNSHIP 4 NORTH, RANGE 68 WEST, SECTIONS 9, 10, 11, 12, 13, 14, 15, 16, 21, 22, 23, 24, 25, 26, 27, 28, 33, 34, 35, 36 TOWNSHIP 5 NORTH, RANGE 67 WEST, SECTIONS 3,4, 5, 6, 7, 8,9, 10, 15, 16, 17, 18, 19, 20, 21, 22, 27, 28, 29, 30, 31, 32, 33, 34 TOWNSHIP 6 NORTH, RANGE 67 WEST, SECTIONS 19, 20, 21, 22, 27, 28, 29, 30, 31, 32, 33, 34 aX • 4007789 04/08/2014 03:06 PM Total Pages: 13 Rec Fee: $71 .00 Steve Moreno - Clerk and Recorder, Weld County, CO ASSIGNMENT.BILL OF SALE AND CONVEYANCE STATE OF COLORADO § COUNTY OF WELD § This ASSIGNMENT, BILL OF S I.R AND CONVEYANCE(this"Assignment") dated April —, 2014, but made to be effective as of January 1, 2013 at 12:01 a.m. local time where the Assets (as defined below) are located (the "Effective Time"), is from NOBLE ENERGY, INC., a Delaware corporation, and NOBLE ENERGY WYCO, LLC, a Delaware limited liability company, each with an office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (together, the "Assignors"), to KERR-MCGEE OIL & GAS ONSHORE LP, a Delaware limited partnership, with an office at 1099 18th Street, Suite 1800, Denver, Colorado 80202 (the "Assignee"). The Assignors, on the one hand and the Assignee, on the other are at times referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used herein but not otherwise defined shall have the meanings given such terms in the Asset Exchange Agreement by and among the Assignors and the Assignee, among others, dated October 18, 2013 (the"Exchange Agreement"). ARTICLE I ASSIGNMENT OF ASSETS SECTION 1.01 Assignment of Assets. FOR AND IN CONSIDERATION of good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, the Assignors do, subject to the reservations set forth in this Assignment, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to the Assignee all of the Assignors' right, title and interest (real, personal, mixed, contractual or otherwise) in, to, under or derived from the following (but reserving, excepting and excluding, in all such instances, the Noble Excluded Assets described in Section 1.03 of this Assignment) (collectively, the"Assets"): (a) The oil and gas leases specifically described in Exhibit A (Consent Leases), insofar as such leases cover and relate to the lands specifically described in Exhibit A, as to all depths, together with all Hydrocarbons produced therefrom after the Effective Time (the "Noble Leases"); and (b) All Applicable Contracts, insofar as they relate to the properties and interests described in Section 1.01(a)of this Assignment; TO HAVE AND TO HOLD the Assets, together with all the rights, privileges, and appurtenances thereto, unto the Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth herein. 166155' 6 RECORDED ELECTRONICALLY -N ID JL 0-7 County., €1 ci Date y1 l;Y}!Y Time 1.06 eu simpiifiie 5)3.460.5657 ASSIGNMENT, 1311..1, OF SALE AND CONVEYANCE STATE OF COLORADO 3 COUNTY OF WELD This ASSIGNMENT. BILL OF SALE AND CONVEYANCE(this"Assignment") dated April , 2014, but made to be effective as of January 1, 2013 at 12:01 a.m. local time where the Assets (as defined below) are located (the "Effective Time"), is from NOBLE ENERGY, INC.. a Delaware corporation, and NOBLE ENERGY WYCO, LLC, a Delaware limited liability company. each with an office at 1625 Broadway, Suite 2200, Denver. Colorado 80202 (together, the "Assignors"). to KERR-MCGEE O11, & GAS ONSHORE LP. a Delaware limited partnership, with an office at 1099 18'h Street, Suite 1800, Denver, Colorado 80202_(the "Assignee"). The Assignors, on the one hand and the Assignee. on the other are at times referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used herein but not otherwise defined shall have the meanings given such terms in the Asset Exchange Agreement by and among the Assignors and the Assignee, among others, dated October 18.2013 (the "Exchange Agreement"). ARTICLE I ASSIGNMENT OF ASSETS SECTION 1.01 Assignment of Assets. FOR AND IN CONSIDERATION of good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged. the Assignors do, subject to the reservations set forth in this Assignment, hereby GRANT, 13ARGA1N, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to the Assignee all of the Assignors' right, title and interest (real, personal, mixed, contractual or otherwise) in. to, under or derived from the following(but reserving. excepting and excluding, in all such instances, the Noble Excluded Assets described in Section 1.03 of this Assignment) (collectively. the "Assets"): (a) The oil and gas leases specifically described in Exhibit A (Consent Leases), insofar as such leases cover and relate to the lands specifically described in Exhibit A, as to all depths, together with all Hydrocarbons produced therefrom after the Effective Time (the "Noble Leases"); and (b) All Applicable Contracts, insofar as they relate to the properties and interests described in Section 1.01(a)of'this Assignment; "1'O HAVE AND TO HOLD the Assets. together with all the rights. privileges, and appurtenances thereto. unto the Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth herein. 1007457 r SECTION 1.02 Retained Rights and Obligations. The execution and delivery of this Assignment by the Assignors, and the execution and acceptance of this Assignment by the Assignee, shall not operate to release or impair any surviving rights or obligations of the Assignors or the Assignee under the Exchange Agreement. SECTION 1.03 Noble &vcladed Assets. Notwithstanding anything to the contrary in this -Assignment, the Assignors hereby RESERVE, EXCEPT AND RETAIN the Noble Excluded Assets, all of which are excluded from the Assets conveyed hereunder, and the Assignee shall have no interest in, to or under any Noble Excluded Asset. As used herein. the term "Noble Excluded Assets" means: (a) all or any portion of the oil and gas leases described in Exhibits A that is not described in Sections 1.01(a) of this Assignment; (b) the Wellbore Rights associated with wells outside of the "Anadarko Area" as described in Exhibit B in the oil and gas leases described in Exhibit A, insofar as such leases cover lands within the Spacing Unit for such wells, limited to the depths covered by such Spacing Unit, for such wells; (c) all mineral fee interests and all surface ice interests inside the Anadarko Area and all rights incident thereto; and all office leases, office buildings, and leases of parcels used as yards; (d) royalties,all overriding royalties, net profits interests, production payments or similar payment rights upon, measured by or payable out of production, including any related accounting and reporting obligations, held by the Assignors in or under any lands, wherever situated, including the lands covered by the Noble Leases or other leases or lands with which the Noble Leases may have been pooled or unitized. whether located inside or outside of the Anadarko Area, and all royalties, overriding royalties, net profits interests, production payments or similar payment rights upon, measured by or payable out of production. including any related accounting and reporting obligations. under Noble Leases with respect to which the Assignors or one of their Affiliates is the lessor; (e) any trade credits, accounts receivable or other income or revenues accruing or attributable to the Assets with respect to periods prior to the Effective Time; (f) all production of Hydrocarbons from or attributable to the Assets with respect to periods prior to the Effective Time and all proceeds attributable thereto: (g) any refund of, or credits or loss carry forwards with respect to (i) costs, Taxes or expenses borne by Assignors or Assignors' predecessors in title to the Assets attributable to periods prior to the Effective Time or for which Assignors are otherwise responsible pursuant to the Exchange Agreement and (ii)any costs, Taxes or expenses attributable to the Noble Excluded Assets; (h) any claims and causes of action of the Assignors arising under or with respect to any Noble Contracts that are attributable to periods of time prior to the Effective Time, including claims for adjustments or refunds, except to the extent included in the Assumed Obligations 1667957 6 Noble Assets, and any and all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from the Assets, including settlement of disputes, insofar as said proceeds are attributable to periods prior to the Effective Time; (i) subject to the Limited Release and Settlement, the right to exercise any audit rights under operating agreements or other agreements or state Law relating to the Assets with respect to periods prior to the Effective Time: (i) all rights and interests of the Assignors (i) under any policy or agreement of insurance or indemnity. (ii)under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property prior to the Effective Time; (k) any claims and causes of action against Third Parties related to matters for which the Assignors indemnify the Assignee under Section 12.03 of the Exchange Agreement; (1) all Cygnet. SCADA and similar communication and control equipment and facilities; (m) all vehicles and other rolling stock; (n) all information, communications and work-product covered by the attorney-client or attorney work-product privileges or other legal privilege, excluding title opinions; (o) all seismic, geophysical. geochemical. and interpretative data and information related to the Assets or the Noble Excluded Assets, whether owned by the Assignors or licensed from Third Parties ("Seismic Data"); (p) (i) all corporate, financial, Tax and legal data and records of the Assignors that relate to the Assignors' business other than thosc directly related to the ownership and operation of the Assets. (ii) any data and records (other than Seismic Data) to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration and for which no consent to transfer has been received or for which the Assignee has not agreed in writing to pay the fee or other consideration, (iii) data and records constituting or relating to applicable, any as the Noble Excluded Assets, and (iv) records and information that the Assignors reasonably or confidential (including employee information, internal valuation data. considerproprietary business plans. reserve reports, business studies, and transaction proposals and related correspondence); (q) the Assignors' intellectual property, including proprietary computer software. computer software licensed from Third Parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos; (r) the Assignors' right, title and interest in the Noble Surface Agreements and other easements, rights-of-way, licenses, permits. servitudes. surface leases, surface use agreements. and similar rights, obligations and interests, in each case, to the extent they are attributable and allocable to rights and interests retained by the Assignors: 3 667957 6 (s) except suspense accounts paid to the Assignee pursuant to Section 11.05 of the Exchange Agreement, all deposits, cash, checks in process of collection, cash equivalents. accounts and notes receivable and other funds attributable to any periods prior to the Effective Time. and security or other deposits made with Third Parties prior to the Effective Time; (t) all swap, futures. or derivative contracts backed by or related to the Assets or any other assets of the Assignors; (u) any equipment, materials, spare parts. tools and other personal property that may have been previously used or is being held for use on the Noble Leases but that are presently stored or warehoused at an Assignor or Third Party site not located on the Assets: (v) all reserve reports prepared by the Assignors or any of their consultants and all reserve reporting and classification information and supporting materials with respect to the Assignors' determination or reporting of its reserves; (w) all (i) salt water disposal and injection wells and facilities owned by the Assignors. (ii) gathering lines and facilities and pipelines (whether or not used for Hydrocarbons produced from the Assets), (iii) equipment and other facilities owned by the Assignors located within the Anadarko Area that are not associated with or used in connection with the Assets and (iv) water wells and any assets associated with the Assignors' water distribution or handling systems located within the Anadarko Area: (x) all rig and service contracts and all master service agreements: and (y) all agreements between the Assignors and any Affiliates of the Assignors. including any I lydrocarbon gathering, treatment. processing. storage, transportation or sales contracts (other than the Noble Material Contracts) and the agreements set forth on Schedule 6.08 of the Exchange Agreement. ARTICLE II SPECIAL WARRANTY AND DISCLAIMERS SECTION 2.01 Special ►'Varranty of Title. The Assignors hereby warrant and agree to defend Assignee against every Person whomsoever lawfully claiming or to claim an interest in any Noble lease included in the Assets by. through or under Assignors. which claim. if successful, would constitute a Title Defect that causes Assignors not to have Defensible Title to such Noble Lease. SECTION 2.02 Subrogation. The Assignors hereby assign to the Assignee all rights. claims and causes of action under title warranties given or made by the Assignors' predecessors in interest with respect to the Assets, and the Assignee is specifically subrogated to all rights which the Assignors may have against such predecessors in interest with respect to the Assets, to the extent that the Assignors may legally transfer such rights and grant such subrogation. 4 wogs,(. SECTION 2.03 Disclaimers of Warranties and Representations. (a) THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION 2.03 ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, THE ASSIGNORS EXPRESSLY DISCLAIM AND NEGATE AS TO THE PERSONAL PROPERTY ASSIGNED HEREUNDER (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 THE ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION; AND (V) ANY CLAIM BY THE ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS IN ANY PERSONAL PROPERTY INCLUDED WITHIN SUCH ASSETS, WHETHER KNOWN OR UNKNOWN, Ir BEING EXPRESSLY UNDERSTOOD BY THE ASSIGNEE THAT TILE PERSONAL PROPERTY ASSIGNED HEREUNDER IS IN EACH CASE BEING CONVEYED "AS IS," "WHERE IS," WITH ALL FAULTS AND IN ITS PRESENT CONDITION AND STATE OF REPAIR. (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 OF THE EXCHANGE AGREEMENT OR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THIS ASSIGNMENT, (A) THE ASSIGNORS MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (B) THE ASSIGNORS EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO THE ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE TICAT MAY HAVE BEEN PROVIDED TO THE ASSIGNEE BY ANY PERSON). (c) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 OF THE EXCHANGE AGREEMENT OR IN THIS ASSIGNMENT, WITHOUT LIMITING THE GENERALITY OF CLAUSE (b) ABOVE, THE ASSIGNORS MAKE NO AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, AS TO (i) TITLE TO ANY OF THE ASSETS, (ii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING 'I'O THE ASSETS, (iii) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM TIlE ASSETS, (iv) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (v) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES, (vi) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (vii) THE CONTENT, 5 ioc!a.7 c. CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS (INCLUDING FINANCIAL STATEMENTS) PREPARED BY THE ASSIGNORS OR THIRD PARTIES WITH RESPECT TO THE ASSETS, (viii)ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE ASSIGNEE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE EXCHANGE AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (ix) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. THE ASSIGNORS EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY AS TO WHETHER ANY ASSET, OR THE PRODUCTION THEREFROM, IS DEDICATED FOR GATHERING, PROCESSING OR PURCHASING TO DCP MIDSTREAM LLC, OR ITS AFFILIATES OR PREDECESSORS OR SUCCESSORS IN INTEREST UNDER ANY NOBLE CONTRACT. (I)) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTE! IN SECTION 6.06 OF THE EXCHANGE AGREEMENT, THE ASSIGNORS HAVE NOT AND WILL NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS ASSIGNMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND T1lE ASSIGNEE SHALL BE DEEMED TO BE TAKING THE ASSETS "AS IS" AND "WHERE IS" FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. ARTICLE III MISCELLANEOUS SECTION 3.01 Defined Terms. When used in this Assignment, the following terms have the respective meanings set forth in this Section 3.01: (a) "Hydrocarbons" means all oil, gas, natural gas liquids and other hydrocarbons and products produced in association therewith. (b) "Spacing Unit" has the meaning defined by state-wide or field-wide, as applicable, rules or orders of the Colorado Oil and Gas Conservation Commission. (c) "Wellbore Rights" means the leasehold rights in all leases within the Spacing Unit for a well, insofar and only insofar as such leasehold rights entitle the owner thereof to Hydrocarbons produced from such well and to conduct and participate in operations with respect to such well and to any pooling rights associated therewith. 6 166741;7.G SECTION 3.02 Assignment Subject to Exchange Agreement. This Assignment is executed and delivered pursuant to the terms of Exchange Agreement and is specifically made subject to the terms. conditions, and covenants contained therein, a copy of which can he obtained from the Assignee at the above referenced address. The terms and conditions of the Exchange Agreement arc incorporated herein by reference, and in the event of a conflict between the provisions of the Exchange Agreement and this Assignment, the provisions of the Exchange Agreement shall control. The Assignee. subject in each case to the terms of the Exchange Agreement, assumes and agrees to fulfill, perform pay and discharge (or cause to be fulfilled. performed paid or discharged) all of the Assumed Obligations—Noble Assets. The provisions of the Exchange Agreement, and any other agreements, certificates or instruments executed or delivered in connection therewith, shall not be deemed to have merged into this Assignment and shall survive the execution and delivery of this Assignment according to their terms. SECTION 3.03 Governing Law. THIS ASSIGNMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL 13I: GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 111E STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY CLAIM, COUNTERCLAIM, DEMAND. CAUSE OF ACTION, DISPUTE, OR ANY OTHER CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS ASSIGNMENT OR TO THE SUBJECT MATTER OF TILLS ASSIGNMENT OR TO ANY RELATIONSHIP CREATED HEREBY S1-IAi.L BE RESOLVED PURSUANT TO SECTION 13.11 OF'l'1-HE EXCHANGE AGREEMENT. SECTION 3.04 Further Assurances. The Assignors and the Assignee agree that. from time to time, each of them will execute. acknowledge and deliver all such further instruments of conveyance and transfer and take such other actions as may be reasonably b requested other Parties for out the purposes of the transactions contemplated by by the carrying this Assignment. SECTION 3.05 Compliance with Laws. This Assignment is made subject to all applicable Laws that are promulgated. issued or enacted by a Governmental Authority having jurisdiction. SECTION 3.06 Successors and Assigns. 'Phis Assignment shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns, and the terms, covenants and conditions of this Assignment are covenants running with the land and with each subsequent transfer or assignment of the Assets or any part thereof, and in the event that the Assignee conveys all or a part of the Assets.the Assignee shall remain liable to the Assignors for the Assignees indemnification obligations hereunder and under the Exchange Agreement notwithstanding any such assignment. SECTION 3.07 Governmental Authority Forms of Assignment. Separate assignments of the Noble Leases may be executed on officially approved forms by the Assignors to the Assignee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, rights, titles. powers and privileges. covenants and \van•anties set forth herein as fully as though 7 16674+7 G they were sct forth in each such assignment. The interests conveyed by such separate assignments arc the same, and not in addition to. the interests conveyed herein. SECTION 3.08 Exhibits. Reference is made to the Exhibits attached hereto and made a part hereof for all purposes. References in such Exhibits to instruments on file in the public records are made for all purposes. SECTION 3.09 Counterparts. This Assignment may be executed in any number of counterparts. each of which shall he deemed an original instrument, but all of which together shall constitute but one and the same instrument. To facilitate recordation or filing of this Assignment. each counterpart tiled with a county or state agency or office may contain only those portions of the Exhibits to this Assignment that describe property under the jurisdiction of that agency or office. Complete copies of this Assignment containing the entire Exhibits have been retained by the Assignors and the Assignee. [Signature Pages Fallow] s I f,u7457 h r IN WITNESS WHEREOF, this Assignment is executed as of the dates of the acknowledgments below but shall be effective for all purposes as of the Effective Time. ASSIGNORS: NOBLE ENERGY, INC. 13v: , -;y� Joseph 1-1�Lden_ Senior Land (` ra sr and Attorney-in-Fact ACKNOWLEDGEMENT State of Colorado City and County of Denver The foregoing instrument was acknowledged before me on this 7__ day of April, 2014. by Joseph 11. Lorenzo as Senior Land Manager and Attorney-in-Fact of Noble Energy, Inc_ Delaware corporation, on behalf of the corporation. • ANNA JASIN NOTARY TAR'f PUBLIC Not:lry STATE OF COLORADO MY COMMISSION EXPIRES 8/3/2014 Printed Name: Avon0., Jol Commission No. 2c10+627r(J4' My commission expires: 07 ' 03 - 'P2oVI-- NOBLE ENERGY1WYC , LLC By: i5,t Joseph IL,Lohe %d I frt Senior Land/MA er and Anornc)--in-Fact 09SI M1 ACKNOWLEDGEMENT State of Colorado Cit>• and County of Denver The foregoing instrument was acknowledged before me on this ? day of April, ?014, by Joseph 1-l. Lorenzo as Senior Land Manager and Attorney-in-Fact of Noble Energy WyC'o. I.LC. a Delaware limited liability company. on behalf of the company. ANNA AVM�, L �t ti NOTARY P UEL;C STATE OF COLORes.Dp - 7aza�a �_=ter+ • Pt is MY COMMISSION EXPIRES(3 42014 Printed Name: An+10,-�as+►1 — — _-_ Commission No.2-0041-09---1 64 My commission expires: ©b • 03 •2o t4 ioo7957 4 r ASSIGNEE: KERR-MCGEE OIL&GAS ONSHORE LP 717.4211"L gig./ Ma raw T. Miller 14 Attorney-in-Fact ACKNOWLEDGEMENT State of Colorado } II City and County of Denver ; The foregoing instrument was acknowledged before me on this Atli day of April, 2014, by Matthew T. Miller as Attorney-in-Fact of Kerr-McGee Oil & Gas Onshore LP on behalf of the limited partnership. 1/I..;LT" G( i 1210C/0 Notary Public Printed Name: (i t lla A , i_`<C tom. Commission No. _7 r1' "i BETH A.BECK r� NOTARY PUBLIC My commission expires: li / IT 1 .4 v l 1 STATE OF COLORADO NOTARY 1O 20094036978 MY COMMISSION EXPIRES 11/1212017 16679576 Hello