HomeMy WebLinkAbout20133432.tiff • ® 3906474 01/30/201Q56 AM
Total Pages:82 Rec $416.00
Steve Moreno-Clerk and Recorder,Weld County, CO
,ASSIGNMENT,BILL OF SALE AND CONVEYANCE
This Assignment,Bill of Sale,and Conveyance("Assignment"), effective as of October
1, 2012, at 12:01 a.m., Mountain Time (the "Effective Time"), is by and between Bayswater
Exploration&Production,LLC,a Colorado limited liability company,whose address is 730 17'h
Street,Suite 610,Denver, CO 80202, ("Assignor"),and Bayswater Blenheim Holdings Il,LLC,
a Delaware limited liability company, whose address is 300 Connell Drive, Berkeley Heights,
New Jersey 07922("Assignee"). Assignor and Assignee are known collectively as the"parties."
For $10.00 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 an undivided 80% of Assignor's right, title and interest in the following
(collectively,the"Assets"):
(a) The oil and gas leases specifically described in Exhibit A,including all
leasehold estates,mineral rights,royalty interests,overriding royalty interests and similar
interests associated therewith(the"Leases"),and the lands covered by the Leases or lands
pooled or unitized therewith(the"Lands"),without depth limitations.
(b) The oil,gas,casinghead gas,condensate and other gaseous and liquid
hydrocarbons or any combination thereof,sulphur extracted from hydrocarbons and all other
lease substances under the Leases("Hydrocarbons")that may be produced under the Leases.
(c) The oil,gas,water or injection wells located on the Lands,whether
producing,shut-in,or temporarily abandoned,including those described in Exhibit B1 and
Exhibit B2(the"Wells").
(d) The unitization,pooling and communitization agreements,declarations,
orders,and the units created thereby relating to the properties and interests described in jp)
through,(_c,)and to the production of Hydrocarbons,if any,attributable to said properties and
interests.
(e) All equipment,machinery,fixtures and other tangible personal property
and improvements located on and used or held for use solely in connection with the operation of
the interests described in4al through u,including tanks,boilers,buildings,fixtures,injection
facilities,saltwater disposal facilities,compression facilities,pumping units, flow lines,
pipelines,gathering systems,gas and oil treating facilities,separators,flare units,machinery,
power lines,roads,and other appurtenances,improvements and facilities(the"Equipment").
(f) All pipes, casing,tubing,tubulars,fittings,and other spare parts,supplies,
tools,and materials held as inventory in connection with the interests described in u through
Ll•
(g) All surface leases,permits,rights-of-way,licenses,easements and other
surface rights agreements used or held in connection with the production,gathering,treatment,
processing,storing,sale or disposal of Hydrocarbons or produced water from the interests
described in Gil through(f).
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(h) All existing and effective sales and purchase contracts,operating
agreements,exploration agreements,development agreements,seismic licenses that can be
transferred without a fee or penalty,balancing agreements,farmout agreements,service
agreements,transportation,processing,treatment and gathering agreements,equipment leases
and other contracts,agreements and instruments,only insofar as they directly relate to the
properties and interests described in A)through ja]and to the extent described on Exhibit C(the
"Contracts")and provided that"Contracts"shall not include the instruments constituting the
Leases.
(i) To the extent transferable without payment of a fee or penalty, copies all
files and records in Assignor's possession relating directly to the items described in fa)through
0)above(the`Records"), which Records shall include, without limitation: lease records,well
records, division order records, contract records,well files, title records (including abstracts of
title, title opinions and memoranda, and title curative documents), correspondence, maps,
production records and accounting records.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever subject to the following terms and conditions:
A. SPECIAL WARRANTY OF TITLE. ASSIGNOR REPRESENTS THAT FROM
AND AFTER THE DATE THAT ASSIGNOR ACQUIRED THE LEASES, ASSIGNOR HAS
NOT ASSIGNED ANY INERESTS IN THE LEASES NOR ENCUMBERED THE LEASES.
ASSIGNOR WARRANTS TITLE TO THE ASSETS AGAINST ALL PERSONS CLAIMING
BY,THROUGH AND UNDER ASSIGNOR,BUT NOT OTHERWISE.
B. Subrogation. To the extent permitted by law or contract, Assignee will 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.
C. No Third-Patty Beneficiaries. The references in this Assignment to liens,
encumbrances, burdens, defects and other matters will not be deemed to ratify or create any
rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as
between themselves, as set forth in documents they have executed in connection with this
Assignment.
D. Separate Governmental Forms. Assignor and 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 will
be deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and
privileges set forth in this Assignment as fully as though they were set forth in each assignment.
The interests conveyed by each separate assignment are the same, and not in addition to, the
Assets conveyed by this Assignment.
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E. Successors and Assigns. This Assignment binds and inures to the benefit of
Assignor and Assignee and their respective successors and assigns.
K Entire Agreement. The foregoing sets forth the entire agreement between the
parties and there are no oral agreements between the parties not set out in writing.
G. Subject to Purchase and Sale Agreements. This Assignment is subject to the
terms and provisions of that certain Purchase and Sale Agreement between Assignor and Matrix
Energy, LLC, et al, dated November 30, 2012, as such may have been subsequently amended
and that Purchase and Sale Agreement dated December 27,2012 between Assignor and Barry L.
Snyder (`Purchase Agreements"), Assignee accepts the Assets subject to the Purchase
Agreements and agrees to be bound by and assume its proportionate share of the obligations and
liabilities under the Purchase Agreements.
H. DISCLAIMERS. THE PARTIES HEREBY EXPRESSLY DISCLAIM,WAIVE
AND RELEASE ANY EXPRESS WARRANTY OF MERCHANTABILITY,CONDITION OR
SAFETY AND ANY EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; AND ASSIGNEE ACCEPTS THE WELLS, EQUIPMENT, FACILITIES,
PERSONAL PROPERTY,FIXTURES AND STRUCTURES, "AS IS,WHERE IS,WITH ALL
FAULTS,WITHOUT RECOURSE." ASSIGNEE EXPRESSLY WAIVES THE WARRANTY
OF FITNESS IMPOSED BY ANY APPLICABLE STATE OR FEDERAL LAW. THE
PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT,TO THE EXTENT REQUIRED
BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS AGREEMENT ARE
"CONSPICUOUS"FOR THE PURPOSES OF SUCH APPLICABLE LAW.
I. Counterpart Execution. This Assignment may be executed in any number of
counterparts. All counterparts together constitute only one Assignment, but each counterpart is
considered an original.
J. Amendment and Waiver. This Assignment may be altered, amended, or waived
only by a written agreement executed by the parties hereto. No waiver of any provision of this
Assignment will be construed as a continuing waiver of the provision.
[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the
10th day of January,2013,but this Assignment shall be effective as of the Effective Time.
ASSIGNOR
Bayswater Exploration&Production,LLC
By: Lynn S.Belcher
Title: Director
ASSIGNEE
Bayswater Blenheim Holdings II,LLC
By: Guy J.Castranova
Title: Managing Director
[Remainder of page left intentionally blank Acknowledgment page follows.]
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Acknowledgements
STATE OP COLORADO )
)ss
COUNTY OF DENVER )
This instrument was acknowledged before me this 10th day of January,2013,by Lynn S.
Belcher, as Director of Bayswater Exploration & Production, LLC, on behalf of the limited
liability company.
TOM BLYTH „7 —`—�—
NOTARY PUBLIC arY 1e
STATE OF COLORADO /
My Commission Expires: /75.67,..20,-y
My Commisalan Eaires Jury 23,2014
STATE OF NEW JERSEY )
)ss
COUNTY OF UNION )
This instrument was acknowledged before me this�t of January,2013,by Guy J.
Castranova, as Managing Director of Bayswater Blenheim Holdings II, LLC, on behalf of the
limited liability company.
Ala—
Notary- uIY is
My Commission Expires: 3-M-Oo13
AGAR I EM
Notary Put&of*okay •:y-- C."•,.
No.2370789
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