HomeMy WebLinkAbout20260636 5021822 04/09/2025 01:02 PM
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Carly Koppes - Clerk and Recorder, Weld County , CO
ASSIGNMENT,BILL OF SALE AND CONVEYANCE
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this"Assignment")dated
effective as of March 12, 2024 at 12:01 a.m. local time where the Assets (as defined below) are
located (the"Effective Time"), is from Incline Energy, LLC and Incline Energy II, LLC, each a
Delaware limited liability company, whose address is 4645 N. Central Expressway, Ste. 100,
Dallas, TX 75205 ("Assignor") and Bison IV Properties Colorado, a Delaware limited liability
company, whose address is 518 17th Street, Suite 1800, Denver, Colorado, 80202, ("Assignee").
Assignor and Assignee are at times referred to herein individually as a"Party" and collectively as
the"Parties."
ARTICLE I
ASSIGNMENT OF ASSETS
1.01 Assignment of Assets. For and in consideration of good and valuable
consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does,
subject to the exceptions and reservations set forth in this Assignment, hereby grant, bargain, sell,
convey,transfer,assign, set over and deliver to Assignee an undivided 67.5% of Assignor's right,
title and interest in and to the following (but reserving, excepting and excluding, in all such
instances, the Excluded Assets described in Section 1.02 of this Assignment) (collectively, the
"Assets"):
(a) the oil and gas leases set forth on Exhibit A hereto(the"Leases"), insofar and only
insofar as the Leases cover the lands described on Exhibit A (the "Lands"), together with all
extensions, renewals, top leases, ratifications, or amendments thereof, and all working interests,
net revenue interests, operating rights, forced pooled interests, reversionary interests, carried
interests, net profits interests, overriding royalty interests, and other rights and interests therein;
(b) the oil and gas wells set forth on Exhibit B hereto (the "Wells"), along with all
associated casing, tubing, equipment, fixtures, and personal property appurtenant to each such
Wells, and the right to participate in, maintain, produce, and receive Hydrocarbons (as defined
below)therefrom;
(c) the oil, gas and other hydrocarbons, whether liquid or gaseous ("Hydrocarbons")
in and under, or produced from, the Leases, Lands, and Wells;
(d) the unitization, pooling and communitization agreements, declarations, orders, and
the units and rights created thereby, pertaining to the Leases, Lands, or Wells;
(e) the easements, rights-of-way, servitudes, surface leases, surface use agreements,
water well agreements and other rights or agreements related to the use of the surface and
subsurface of the Leases, Lands, or Wells;
(f) to the extent assignable or transferable, all permits, consents, approvals and other
similar rights and privileges pertaining to the Leases, Lands, or Wells;
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(g) to the extent assignable or transferable, all contracts and agreements pertaining to
the Leases, Lands, or Wells; and
(h) copies of the files and records primarily relating to the Section 1.01(a)through(g),
including, without limitation, lease records, contract records, and title records(including abstracts
of title, title opinions and memoranda, and title curative documents), but excluding from the
foregoing (i) files, records and other data subject to written unaffiliated third-party contractual
restrictions on disclosure or transfer for which no consent to disclose or transfer has been received,
or to the extent such disclosure or transfer is subjected to payment of a fee or other consideration
for which the receiving Party has not agreed in writing to pay the fee or other consideration, as
applicable, (ii) all proprietary technology and improvements, proprietary or licensed computer
software, seismic data and interpretations thereof, patents, trade secrets, copyrights, names,
trademarks and logos, and (iii) all documents and instruments that may be protected by the
attorney-client privilege (other than title opinions), work product doctrine, or other applicable
privilege. 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
exceptions, reservations, covenants, terms and conditions set forth herein.
1.02 Excluded Assets. Notwithstanding anything to the contrary in this Assignment,
Assignor hereby RESERVES,EXCEPTS AND RETAINS the Excluded Assets, all of which are
excluded from the Assets conveyed hereunder, and Assignee shall have no interest in, to or under
any Excluded Assets. As used herein, the term"Excluded Assets" means:
(a) all interests in the Leases and Lands described in Exhibit A other than the specific
interests described in Sections 1.01(a)
(b) all interests in the Wells described in Exhibit B other than the specific interests
described in Sections 1.01(b).
(c) all records described in Section 1.01(h) insofar as the same are used in connection
with, or necessary or continent for, the continued ownership and use of the Excluded Assets.
ARTICLE 2
SPECIAL WARRANTY AND DISCLAIMERS
2.01 Special Warranty of Title. Assignor hereby warrants and agrees to defend
Assignee against every person whomsoever lawfully claiming or to claim an interest in any Lease
included in the Assets by, through or under Assignor, but not otherwise.
2.02 Subrogation. Assignor hereby assigns to Assignee all rights, claims and causes of
action under title warranties given or made by Assignor's predecessors in interest with respect to
the Assets, and Assignee is specifically subrogated to all rights which Assignor may have against
such predecessors in interest with respect to the Assets, to the extent that Assignor may legally
transfer such rights and grant such subrogation.
2.03 Disclaimers. THE PARTIES AGREE THAT,TO THE EXTENT REQUIRED BY
APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES
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CONTAINED IN THIS SECTION 2.03 ARE "CONSPICUOUS" DISCLAIMERS FOR THE
PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONTAINED IN THIS
ASSIGNMENT, INCLUDING THE TITLE WARRANTY IN THIS ASSIGNMENT, ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ASSIGNOR
EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND
WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING AND EXCEPT FOR
ASSIGNOR'S WARRANTIES, THE ASSETS ARE BEING CONVEYED PURSUANT
HERETO WITHOUT (A) ANY WARRANTY OR REPRESENTATION, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (I) TITLE TO THE
ASSETS, 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, (II)
THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS,
PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THIS
ASSIGNMENT, (III) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF
HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS OR THE
ABILITY OR POTENTIAL OF THE ASSETS TO PRODUCE HYDROCARBONS, (IV) THE
ENVIRONMENTAL CONDITION OF THE ASSETS,BOTH SURFACE AND SUBSURFACE,
(V) ANY IMPLIED OR EXPRESS WARRANTY OF NON-INFRINGEMENT, OR(VI) ANY
OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE
AVAILABLE TO ASSIGNEE BY ASSIGNOR, OR (B) ANY OTHER EXPRESS, IMPLIED,
STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER.
ASSIGNEE HAS INSPECTED, OR WAIVED (AND SHALL BE DEEMED TO HAVE
WAIVED)ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED
ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH
SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS
SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF
HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN-MADE
FIBERS, OR NORM. ASSIGNEE IS RELYING SOLELY UPON THE TERMS OF THIS
ASSIGNMENT AND ITS OWN INSPECTION OF THE ASSETS TO BE ASSIGNED TO IT,
AND SHALL ACCEPT ALL OF THE SAME IN THEIR"AS IS, WHERE IS" CONDITION.
ARTICLE 3
MISCELLANEOUS
3.01 Governing Law. This Assignment shall be construed in accordance with, and
governed by,the laws of the state of Colorado,without regard to its conflicts of laws rules. EACH
OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS ASSIGNMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
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RELATED TO THIS ASSIGNMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES ENTERING INTO THIS ASSIGNMENT.
3.02 Further Assurances. Assignor and 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 requested by the other Party for carrying
out the purposes of the transactions contemplated by this Assignment.
3.03 Successors and Assigns. This 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.
3.04 Governmental Authority Forms of Assignment. Separate assignments of the
Leases 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, rights, titles, powers and privileges,
covenants and warranties 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 interests conveyed herein.
3.05 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.
3.06 Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be 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 filed 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 Assignor
and Assignee.
[Signatures and Acknowledgments follow.]
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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.
ASSIGNOR:
Incline Energy, LLC
By:
Name: William Francis
Title: Manager
ACKNOWLEDGEMENT
State of Texas }
}
County of Dallas }
The foregoing instrument was acknowledged before me on this 'day of April 2025, by
William Francis, as Manager of Incline Energy,LLC, a Delaware limited liability company, on
behalf of the LLC.
‘ —)e ---
Notary Pub is
Printed Name: S-ortIS
Commission No. t 17cpq?�t GI%J-
"4 "' BLAKE BEAVERS
`� v ram,'=
Nota Public.State of Texas
My commission expires: 11 tI �.�: _ ry
t4,� . ? Comm.Expires 11-11-2028
S'a,„,Y Notary ID 130871617
5
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ASSIGNOR:
Incline Energy II, LLC
By: "
Name: illiam Francis
Title: Manager
ACKNOWLEDGEMENT
State of Texas }
}
County of Dallas }
The foregoing instrument was acknowledged before me on this te%day of April 2025, by
William Francis, as Manager of Incline Energy II, LLC, a Delaware limited liability company,
on behalf of the LLC.
Notary Publi
Printed Name: V Ct ...vtls
Commission No. ( g?Z(6(
�t ef'ii BLAKE BEAVERS
My commission expires: 1 llt t _€•� S.Notary Public,State of Texas
sk" „r Comm.Expires 11-11-2028
,f ` Notary ID 130871617
6
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EXHIBIT "A"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated
effective as of March 12, 2024 at 12:01 a.m. between Incline Energy, LLC and Incline Energy II,
LLC, Assignor and Bison IV Properties Colorado, LLC, Assignee.
Lessor Lessee T R Sec. Q/Q Lease Date Reception
The Great Western Sugar
Company XO Exploration,Inc. 1N 66W 31 SW 9/15/1972 1605092
Synergy Resources
Monaghan Farms Inc. Corporation IN 66W 31 NESE,SESE 7/12/2013 3947385
Synergy Resources
Monaghan Farms Inc. Corporation 1N 66W 31 NESE 7/12/2013 3947386
Synergy Resources
Daniel and Linda Murphy Corporation IN 66W 31 SE 2/1/2014 3998898
Synergy Resources
Vienot Family Trust Corporation IN 66W 31 SE 1/25/2014 3998899
Synergy Resources
Magnolia Enterprises LLC Corporation IN 66W 31 SE 1/28/2014 3998903
Synergy Resources
Rocky R.Madden Corporation IN 66W 31 SE 2/26/2014 4003459
Synergy Resources
Reed Real Estate Corporation 1N 66W 31 SE 2/19/2014 4003460
Synergy Resources
Robert and Carolyn Briggs Corporation 1N 66W 31 SE 2/24/2014 4003461
Synergy Resources
Robert and Carolyn Briggs Corporation 1N 66W 31 SE 2/24/2014 4003462
Delroy Dinkel Living Trust, Synergy Resources
11/16/2011 Corporation 1N 66W 31 SWSE 2/10/2014 4003463
Synergy Resources
WPD LLC Corporation 1N 66W 31 SE 2/26/2014 4003464
Synergy Resources
WPD LLC Corporation 1N 66W 31 S2SE 2/26/2014 4003465
Synergy Resources
995 Partners LLC Corporation 1N 66W 31 SE 2/22/2014 4003467
Synergy Resources
Baseline Storage Corporation IN 66W 31 SE 2/28/2014 4003468
Synergy Resources
Theodore Younger Corporation 1N 66W 31 SE 2/22/2014 4003470
Synergy Resources
Theodore Younger Corporation 1N 66W 31 SE 2/22/2014 4003471
Joaquin Zuniga&Susan I.
Zuniga Revocable Trust, Synergy Resources
5/26/04 Corporation 1N 66W 31 NWSE,NESW 2/29/2014 4003472
Synergy Resources
Prestige Equipment Corporation 1N 66W 31 SE 4/4/2014 4009623
Synergy Resources
Public Service Co Corporation 1N 66W 31 SWSE,SESW 3/5/2014 4009630
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Lessor Lessee T R Sec. Q/Q Lease Date , Reception
Weld County Board of Synergy Resources
Commissioners Corporation . 1N 66W 31 SWSE,SWSW 2/25/2014 4010174
Weld County Board of Synergy Resources
Commissioners Corporation 1N 66W 31 NWSE 2/25/2014 4010175
Synergy Resources
VijayaGuruing Corporation 1N 66W 31 NWSE 5/1/2014 4028698
Synergy Resources NWSE,SESW,
Colorado Dept of Highways Corporation 1N 66W 31 NESW 4/29/2014 4040069
Synergy Resources
Damaris Calderon Corporation 1N 66W 31 SE 5/1/2014 4040070
Synergy Resources
Wright Tree Service Corporation 1N 66W 31 SE 10/6/2014 4066697
Baker Hughes Oilfield
Operation/Mineral Synergy Resources
Investments Corporation 1N 66W 31 NWSE 1/8/2015 _ 4075165
DAVIS FAMILY
INVESTMENT
PROPERTIES LLC Incline Energy,LLC 1N 66W 31 SENE 4/3/2019 4497444
BABANTI LLC Incline Energy,LLC 1N 66W 31 NENW,NWNE 8/26/2019 4523419
WELD COUNTY,
COLORADO Incline Energy,LLC 1N 66W 31 SENE 9/17/2019 4529496
RAW PROPERTY LLC Incline Energy,LLC 1N 66W 31 SESE 1/28/2020 4563660
SAKATA LAND CO. Incline Energy,LLC 1N 66W 31 NENE,SENE 9/14/2020 4631528
METRO WASTEWATER
RECLAMATION
DISTRICT Incline Energy,LLC 1N 66W 31 SW 10/6/2020 4639175
COLORADO
DEPARTMENT OF
TRANSPORTATION Incline Energy,LLC 1N 66W 31 NWNE 10/2/2020 4653391
METRO WASTEWATER
RECLAMATION
DISTRICT Incline Energy,LLC 1N 66W 31 SESW 6/1/2021 _ 4726468
ROBERT
BAUMGARTNER AND
SHARON
BAUMGARTNER Incline Energy II,LLC 1N 66W 31 NENW 8/23/2022 4850650
STELLAR RESOURCES
LLC Incline Energy II,LLC 1N 66W 31 NENW 8/1/2022 4853248
INCLINE MINERALS II
LLC(THE CRABB
TRUST) Incline Energy II,LLC 1N 66W 31 NWNE 6/2/2022 4855118
BRIARWOOD EQUITY NENE,NWNE,
LLC Incline Energy II,LLC 1N 66W 31 SENE 9/13/2022 4855769
OVERLAND ENERGY
PARTNERS FUND II LLC Incline Energy II,LLC 1N 66W 31 NENW 9/12/2022 4856195
ARD-LYN ENTERPRISES,
LTD. Incline Energy II,LLC 1N 66W 31 SESW 7/5/2023 4910191
IRI-COUNTY REAL 4662423/
ESTATE ACQUISITIONS C:
LLC Incline Energy,LLC 1N 66W 31 NENE,NWNE 11/19/2020 4740600
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Lessor Lessee T R Sec. Q/Q Lease Date Reception
BUREAU OF LAND Incline Energy Partners,
MANAGEMENT LP 1N 66W 31 Ptn E2NE 7/1/2021 COC79849
BUREAU OF LAND Synergy Resources
MANAGEMENT Corporation 1N 66W 31 Ptn.SE 7/1/2015 COC76725
Wilma V.Moore Louis J.Gallery 1N 66W 31 W2NW 11/12/1990 2232870
Wilma V.Moore Louis J.Gallery 1N 67W 36 Pt.NE 11/12/1990 2232870
Barbara J.Craver Bataa Oil,Inc 1N 67W 36 Pt.NE 11/27/1990 2234737
Amoco Production Company Bataa Oil,Inc 1N 67W 36 Pt.NWNE 1/1/1993 2389739
Amoco Production Company Bataa Oil,Inc IN 67W 36 Pt.SWNE 1/1/1993 2389739
WELD COUNTY Incline Energy,LLC 1N 67W 36 NESW,SESW 7/21/2021 4743829
JOANNA SAKATA
LIVING TRUST Incline Energy II,LLC 1N 67W 36 NESW,SESW 1/20/2023 4880040
Baja Ranch Company Bataa Oil,Inc 1N 67W 36 Pt.NWNE 12/2/1991 2271907
Richard A.Huett Bataa Oil,Inc 1N 67W 36 Pt.NWNE 12/2/1991 2276209
Helen M.Nelson Bataa Oil,Inc 1N 67W 36 Pt.NWNE 12/19/1991 2276210
Marjorie A.Schneider Bataa Oil,Inc 1N 67W 36 Pt.NWNE 12/19/1991 2276211
End of Exhibit"A"
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EXHIBIT "B"
WELLS
Attached to and made a part of that certain Assignment,Bill of Sale and Conveyance dated
effective as of March 12, 2024 at 12:01 a.m. between Incline Energy, LLC and Incline Energy II,
LLC, Assignor and Bison IV Properties Colorado, LLC, Assignee.
API Well Name Operator Surface Location
05-123-52426 Dittmer 01H Incline Operating,LLC NW/4-32-1N-66W
05-123-52427 Dittmer 02H Incline Operating,LLC NW/4-32-1N-66W
05-123-52428 Dittmer 03H Incline Operating,LLC NW/4-32-1N-66W
05-123-52429 Dittmer 04H Incline Operating,LLC NW/4-32-1N-66W
05-123-52430 Dittmer 05H Incline Operating,LLC NW/4-32-1N-66W
05-123-52431 Dittmer 06H Incline Operating,LLC NW/4-32-1N-66W
05-123-52432 Dittmer 07H Incline Operating,LLC NW/4-32-1N-66W
05-123-52433 Dittmer 08H Incline Operating,LLC NW/4-32-IN-66W
05-123-52434 Dittmer 09H Incline Operating,LLC NW/4-32-1N-66W
05-123-52435 Dittmer 10H Incline Operating,LLC NW/4-32-1N-66W
05-123-52436 Dittmer 11H Incline Operating,LLC NW/4-32-1N-66W
05-123-52437 Dittmer 12H Incline Operating,LLC NW/4-32-1N-66W
05-123-52438 Dittmer 13H Incline Operating,LLC NW/4-32-1N-66W
05-123-52439 Dittmer 14H Incline Operating,LLC NW/4-32-IN-66W
05-123-52440 Dittmer 15H Incline Operating,LLC NW/4-32-1N-66W
05-123-52441 Dittmer 16H Incline Operating,LLC NW/4-32-1N-66W
10
B 0 N Bison Oil & Gas IV, LLC
518 17th Street,Suite 1800
Denver,CO 80202
OIL & GAS I V Phone:720-644-6997
Fax:303-974-1767
January 15, 2026
Weld County
Board of Commissioners
PO Box 758
Greeley, CO 80632
RE: Filing Fees—Assignment and Bill of Sale
Weld County Clerk,
Please find Bison IV Properties Colorado LLC Checks 100148, 100120, and 100121 totaling
$400.00 for filing fees associated with the enclosed Assignment and Bill of Sale for the following
leases:
Lessor Lessee Eff.Date Reception No.
WELD COUNTY SYNERGY RESOURCES CORPORATION 2/25/2014 4010174 L2-03.1\
WELD COUNTY SYNERGY RESOURCES CORPORATION 2/25/2014 4010175 LS.03aQ
WELD COUNTY INCLINE ENERGY LLC 9/17/2019 4529496 LEO4 Ci$
WELD COUNTY INCLINE ENERGY LLC 7/21/2021 4743829 Lip 5 t-1
\vo Fs
If there are any questions or concerns, please contact me at hhoulik@bisonog.com or at my direct
line (720) 378-4393.
Thank you,
Hannah Houlik
Senior Lease Analyst
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