HomeMy WebLinkAbout20113642.tiff 11111111111101 1111111111 III llll MI llll llll
9�1 Weld County,CO
1 7 of 34 B 178 0011 D 0.00 1 Steve Moreno lerk 8 Recorder
ASSIGNMENT,BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT,BILL OF SALE AND CONVEYANCE("Assignment')is
dated effective April 1,2011,and is made from TARH E&P Holdings,LP("TARE]"),a Texas
Limited Partnership whose address is 401 Congress Avenue,Suite 1600,Austin,Texas 78701,as
Assignor to Bill Barrett Corporation,a Delaware corporation whose address is 1099 18th Street,
Suite 2300,Denver,Colorado as 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 all of its right;title and interest in and to the Properties to Assignee.
As used in this Assignment,the term"Properties"means the following real and personal
property interests:
(a) The oil,gas and mineral leases described on Exhibit A attached hereto and the leasehold
estates created thereby and mineral interests in the lands described in Exhibit A attached
hereto(the"Leases"),and the lands covered thereby(the"Land'),together with
corresponding interests in and to all the property and rights incident thereto,including all
rights in any pooled or unitized acreage by virtue of the Land being a part thereof,all
production from the pool or unit allocated to any such Land,and all interests in any Wells
within the pool or unit associated with the Land;
(b) The Wells located on the Leases and Land,including,without limitation,the Wells described
on Exhibit B;
(c) All equipment associated with the WelLs included in the Properties wherever
located on the Land and used and useful in the operation,maintenance and
production of such Wells;
(d) To the extent transferable by Seller without restriction under applicable law or
third-party agreements(without the payment of any funds or consideration),all
contracts and contractual rights,obligations,and interests,including all farmout
and farmin agreements,operating agreements,production sales and purchase
contracts,asset purchase contracts with related indemnity provisions,saltwater
disposal agreements,gas gathering or transportation agreements,surface leases,
division and transfer orders,governmental licenses,permits and approvals,and
other contracts or agreements covering or affecting any or all of the Leases,Land
or Wells included in the Properties(the"Contracts");
(e) All of the following described real and personal property:
(I) The rights,interests and estates created under those certain servitudes,
easements,rights-of-way,privileges,franchises,prescriptions,licenses,leases,
permits and/or other rights associated with the Leases and Land,together with any
amendments,renewals,extensions,supplements,modifications or other
agreements related thereto,and further together with any other servitudes,
easements,rights-of-way,privileges,prescriptions,franchises,licenses,permits
and/or other rights(whether presently existing or hereafter created and whether
now owned or hereafter acquired by operation of law or otherwise)used,held for
use in connection with,or in any way related to the Gathering Systems(as herein
defined),and/or pipelines transporting gas or natural gas liquids to,from or
between Gathering Systems(herein collectively called the"Servitudes");
(2) All pipes,valves,gauges,meters and other measuring equipment,
regulators,extractors,tubing,pipelines,fuel lines,facilities,improvements,
fittings,materials and other improvements,fixtures and/or personal property
(whether now owned or hereafter acquired by operation of law or otherwise)
located on or under the Servitudes,and/or in or otherwise related to the Lands
(herein collectively called the"Gathering Systems");
(3) All other real and/or personal property(including,without limitation,all
equipment,tanks,flow lines,gathering lines,owned compressors,dehydration
units,separators,meters,metering stations,buildings,fittings,pipe connectors,
valves,regulators,drips,storage facilities,absorbers,dehydrators,and power,
telephone and telegraph lines)located on or under,or which in any way relate to,
the Servitudes and/or the Gathering Systems as described on Exhibit C.
Assignment Page 1 of 4
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2 of 34 R 178.00 0 0.00 Steve Moreno Clerk&Recorder
(e) the oil,gas,casinghead gas,condensate,distillate,liquid hydrocarbons,gaseous
hydrocarbons,products refined and manufactured therefrom,and other minerals,
produced from the Wells and the accounts and proceeds from the sale of the
foregoing;and
(9 the Records relating to the Leases and Lands.
TO HAVE AND TO HOLD the Properties 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 as of April 1,2011,between Assignor and Assignee(the"PSA").
Capitalized terms used but not defined herein shall have the respective meanings set forth in the
PSA. The PSA contains certain representations,warranties and agreements between the parties,
some of which survive the delivery of this Assignment,as provided for therein and shall not be
merged into this Assignment or be otherwise negated by the execution or delivery of this
Assignment.This Assignment shall not be construed to amend the PSA or vary the rights or
obligations of either Assignor or Assignee from those set forth in the PSA.In the event of any
conflict between this Assignment and the PSA,the terms of the PSA shall control.
B. ASSIGNOR WARRANTS TITLE TO THE PROPERTIES FROM AND
AGAINST ALL PERSONS CLAIMING BY,THROUGH,AND UNDER ASSIGNOR BUT
NOT OTHERWISE. EXCEPT FOR THIS FOREGOING SPECIAL WARRANTY OF
TITLE,THE ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY BIND,
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 PROPERTIES,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. ASSIGNEE ACKNOWLEDGES THAT SAID PERSONAL PROPERTY,
FIXTURES,EQUIPMENT AND ITEMS ARE BEING CONVEYED TO IT"AS IS,
WHERE IS,"WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND
STATE OF REPAIR
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 Properties.
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 may be entitled to enforce with respect to
the Properties.
E. The PSA contains indemnifications between the parties,which indemnifications
are incorporated herein and which shall survive execution and delivery of this Assignment.
F. Separate governmental form assignments of the Properties may be executed on
officially approved forms by Assignor to Assignee,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 Properties conveyed herein.
O. Where Assignor is assigning to Assignee overriding royalty interests in addition
to leasehold interests,both Assignor and Assignee intend that such overriding royalty interests
shall merge into the leasehold interest held by Assignee. Where Assignor is assigning landowner
Assignment Page 2 of 4
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3 at 34 R 178.00 D 0.00 Steve Moreno Clerk&Recorder
royalty interests in addition to leasehold interests,both Assignor and Assignee intend that such
landowner royalty interest shall not merge into the leasehold interest held by Assignee,but shall ,
instead remain separate landowner royalty interests.
H. It is Assignor's intent to assign to Assignee all of Assignor's right,title and
interest in and to the above-listed Leases,associated Lands,and all of the Wells of every type
and kind located thereon or associated therewith(regardless of productive status),whether or not
the Leases and/or Lands and/or the Wells are properly described on the Exhibits"A"and"B"
attached hereto.
I. This Assignment binds and inures to the benefit of Assignor and Assignee,
together with their respective successors and assigns.
IN WITNESS WHEREOF,the parties have executed this Assignment, Bill of Sale and
Conveyance as of the date first set forth above.
ASSIGNOR: ASSIGNEE:
TARN E&P HOLDINGS,L.P.
By: TARN •&P Ho,• s GP,L.L.C.,
its gene i p: By: ----..n
By: A Name:Huntington T.Walker
Name:Troy t ie elman Title:Senior Vice President-Land
Title:Secretary
STATE OF COLORADO
).ss
CITY and COUNTY OF DENVER )
Assignment Page 3 of 4
1111111 I I I I I 11111111111111111 III 11011 l l l l l 11111 l 1111
3789577 08/3112011 01:11P Weld County,CO
4 0l 34 R 176.00 0 0.00 Steve Moreno Clerk&Recorder
The foregoing instrument was acknowledged before me this 16th day of August 2011,by Troy
Gieselman as Secretary of TARN E&P Holdings GP,L.L.C.,on behalf of such limited liability
company, the general partner of TARH E&P Holdings, L.P, on behalf of such limited
partnership.
Witness my hand and official seal.
My Commission Expires: 0v�0/o7
4 \ , �pOtUNpr"4 No Public
Name:s: Qu ,•.J : pity r�a
Address: Den „CO ,} I• &e
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STATE OF COLORADO ~`Cibttgli04
)•ss
CITY and COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 16th day of August 2011, by
Huntington T. Walker as Senior Vice President-Land of Bill Barrett Corporation, a Delaware
corporation,on behalf of such corporation.
Witness my hand and official seal.
My Commission Expires: �1/27d/off �
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Name:C ce^I3i031,
Of-NJ-ter-NJ-ter CO
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Assignment Page 4 of 4
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3789077 08131/2011 01:11P Weld County, CO
16 of 34 R 176.00 D 0.00 Steve Moreno Clerk & Recorder
SECTION I : W/2 SE/4. a Tract in the SW/4 desc. as follows:
commencing at the NW corner of SE/4, thence S 00 deg. 02'06"W
271 .55 ft. to a pt., thence S 24 deg, 29'35"W 1 .677.64 ft. thence S
38 deg. 16'52"W 53.92 ft. to a pt.; thence S 09 deg. 09'43"W
787.42 ft. to a pt. on the S line of Sec I: thence S 89 deg. 54'22"E 852.87 ft. to the SE/4 corner of Sec. I: thence along the line
between the SE/4 and SW/4 of Sec. I N 00 deg. 02'06"E 2347.78 ft.
to point of beginning containing 26 acres more or less.
II. HAAS #1
TARC LSE NO: CO004009/000
LESSOR: HENRY HAAS, ET UX
LESSEE: OILCOM CORPORATION
LEASE DATE: 10/06/1983
RECORDING: BOOK 1016, PAGE 240, RECEPTION. No. 01950491
DESCRIPTION; TOWNSHIP NORTH - RANGE 67 WEST. 6a P.M
SECTION: 15: Parcel of land in the SE/4 dew. as follows:
Commencing at S 1/4 comer N 0 deg. 36'E 93.34 ft„ thence N 89 deg.
33'E 440,09 ft. N 0 deg. 27' 5 ft. to pt. on Nly ROW of Hwy 392 to
TPB, N 0 deg, 27'W 270.12 ft. N 89 deg. 39•E 397.22 ft., S 28 deg.
06' E 20.36 ft S 52 deg. 44' E 20.98 ft. S 72 deg. 37' E 51.32 ft.
thence S 03 deg. 15' W 224.99 ft. South 89 deg. 45' W 457.57 ft. to
point of beginning aka Lot B RE-261.
TARC LSE NO: CO004005/000
LESSOR: WELD COUNTY
LESSEE: OILCOM CORPORATION '..
LEASE DATE: 11/30/1983
RECORDING: BOOK 1015. PAGE 1302, RECEPTION NO. 1949793
DESCRIPTION: TOWNSHIP 6 NORTH - RANGE 67 WEST. 6' P,p1,
SECTION 15: Parcel of land in the NE/4 SE/4 desc. as follows:
Beginning at pt. 30' W of the NE corner of SE/4, thence W a
distance of 17 ft. thence S 18 deg. 24' W 64 ft., thence S 25 deg. 48' W
104 ft. to the My ROW of the GWRR: thence N 38 deg. 46' E along I
said ROW 105 ft. thence N 89 ft. point of beginning.
TARC LSE NO: CO004010/000
LESSOR: RONALD G. ADLER, ET UX
LESSEE: OILCOM CORPORATION
LEASE DATE: 02/17/1983
RECORDING: BOOK 989, PAGE 2251, RECEPTION NO. 1918618
DESCRIPTION: TOWNSHIP 6 NORTH - RANGE 67 WEST. 6.P.M
SECTION 15: Parcel of land in the SE/4 desc. as follows: Lot A of
Rec. Exempt No. 0807-151-RE261 rec. June 30. 1977 in Book 801
Rec.1723420.
TARC LSE NO: CO004006/000
LESSOR: MYRON E. ANDERSON, ET AL
LESSEE: OILCOM CORPORATION
LEASE DATE: 10/06/1983
RECORDING: BOOK 1016, PAGE 246, RECEPTION NO. 1950493
DESCRIPTION: TOWNSHIP 6 NORTH - RANGE 67 WEST 6°'PAL
SECTION 15: Parcel of land in the SE/4 desc. as follows:
Commencing at S I/4 corner N 0 deg. 36' E 33.33 ft., thence N 89 deg.
33' E 1544.30 ft N 0 deg. 27' 60 R to TPB, N 17 deg. 26' E 232.19
ft. N 33 deg. 26' E 224 N 89 deg. 33' E 179.89 ft. S 0 deg. 37' W
368.40 ft. to apt. on N ROW line of State Hwy 392; thence S 89 deg.
33' W 368.40 ft to point of beginning.
TARC LSE NO: CO004008/000
LESSOR: DONALD SCOTT, ET UX
LESSEE: OILCOM CORPORATION
LEASE DATE: 10/06/1983
RECORDING: BOOK 1016, PAGE 243. RECEPTION NO. 1950492
DESCRIPTION: TOWNSHIP 6 NORTH - RANGE 67 WEST. 6n P.M
SECTION IS: Parcel of land in the SE/4 des, as follows: Beginning
S 89 deg. 45' W 30 ft. & N 0 deg. 37' E 100.04, ft. from SE corner
of Sec. 15; N 0 deg. 37' E 409.68 ft.; S 89 deg. 33' W 234.30 ft. S 0
deg. 37' W 408.84 ft. N 89 deg. 45' E 234.29 R to beg. aka Lot A
recorded exempt RE-257.
Exhibit "A" Page 12 of 25
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