HomeMy WebLinkAbout931742.tiff . • B 1377 REC 02328041 04/08/93 09:51 $65 .00 1/013
F 1195 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CC, CO
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
AR2328171t 1
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE is made this 25th day of
March 1993 between THERMO COGENERATION PARTNERSHIP, a Colorado general
partnership("Assignor"),and THERMO COGENERATION PARTNERSHIP,L.P.,a Delaware
limited partnership with offices at 5840 Dahlia Street, Commerce City, Colorado 80222
("Assignee").
IN CONSIDERATION of the sum of Ten Dollars ($10.00)and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged,Assignor has granted,
bargained, sold, conveyed, assigned, transferred, set over and delivered, and by these presence
does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver unto Assignee,
the following properties, rights and interests (collectively, the 'Assets"):
A. All of Assignor's right, title and interest in and to the oil and gas leases,
lands and depths described in Exhibit A attached to this Assignment(such leases, insofar as they
cover and include the lands and depths described in Exhibit A, being hereafter referred to as the
"Leases"), and the oil and gas wells and injection and disposal wells located thereon (the
"Wells");
B. All of Assignor's right, title and interest in and to the oil, gas and other
hydrocarbons in, on, under or that may be produced from or attributable to the I eases from and
after the date of this Assignment, and the proceeds derived therefrom;
C. All of Assignor's right, title and interest in, to and under or derived from
all presently existing and effective unitization, pooling and communitization agreements,
declarations and orders, and the properties covered and the units created thereby including all
units formed under orders, regulations, rules or other official actions of any federal, state or
other governmental agency having jurisdiction, to the extent that they relate to or affect any of
the properties and interests described or referred to in Subparagraph A above or the production
of oil, gas and other hydrocarbons attributable thereto;
D. All of Assignor's right, title and interest in, to and under or derived from
all presently existing and effective oil and gas sales, purchase, exchange, gathering,
transportation and processing contracts, operating agreements, joint venture agreements,
partnership agreements, and other contracts, agreements and instruments to the extent that they
relate to any of the properties and interests described or referred to in Subparagraph A above
or any units in which part or parts of such properties or interests may be included, or to the
exploration, development, production or marketing of oil, gas and other hydrocarbons from or
attributable to such properties or interests or such units;
E. All of Assignor's right, title and interest in and to all personal property,
equipment and fixtures located on or appurtenant to the Tracts or the Wells or owned or held
in connection with the production, treating, processing, storing, gathering, transporting or
marketing of oil, gas and other hydrocarbons produced from or allocated to the I eases or the
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F 1196 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
Wells (such personal property, equipment and fixtures being hereafter referred to as the
"Equipment");
F. All of Assignor's right, title and interest in and to all easements,rights-of-
way, permits, licenses, surface leases and other surface rights owned or held in connection with
the I e*ces, the Wells or the Equipment;
G. All of Assignor's files, records and data relating to the properties, rights
and interests described in Subparagraphs A through F above, including without limitation all
lease files, land files, well files, contract files, division order files, abstracts, title opinions,
electric logs, geological, geophysical and similar scientific data and analysis and data files used
in administering such properties, rights and interests, revenue and expense records, tax records,
environmental permits,environmental reports and environmental regulatory notices,and all other
information related exclusively or primarily to such properties, rights and interests, or the
maintenance or operation thereof or the producing, treating, processing, storing, gathering,
transporting or marketing of oil, gas and other hydrocarbons therefrom or attributable thereto;
TO HAVE AND TO HOLD the Assets, together with all and singular the rights and
privileges appertaining thereto, unto Assignee and its successors and assigns forever.
BY THIS ASSIGNMENT it is the intent to convey all of Assignor's rights, titles and
interests in all property now owned or hereafter acquired by Assignor, whether real, personal,
or mixed, located in the counties in which this Assignment is filed for recording, whether such
rights, titles or interests be incorrectly described in Exhibit A attached hereto or the description
thereof be omitted therefrom.
THIS ASSIGNMENT is made without warranty of title, express or implied, except that
Assignor warrants and agrees to defend the title to the Assets unto Assignee and its successors
and assigns against any person claiming or to claim the same or any interest therein, by, through
or under Assignor.
ASSIGNOR HEREBY ASSIGNS to Assignee, with full right of subrogation, to the extent
so transferable, the benefit of and the right to enforce the covenants and warranties, if any,
which Assignor is entitled to enforce with respect to the Assets, whether recorded or unrecorded.
ASSIGNEE HEREBY ACCEPTS the Assets and assumes and agrees to pay,perform and
discharge all obligations and liabilities relating to the Assets and accruing on or after the date
of this Assignment. Assignor shall pay, perform and discharge all obligations and liabilities
relating to the Assets and accruing prior to the date of this Assignment.
ASSIGNOR AGREES to execute, acknowledge and deliver to Assignee all transfer
orders, division orders, notices, releases and other instruments and to do all such other and
further acts as may be necessary or appropriate to more fully and effectively convey (or confirm
the conveyance 00 the Assets intended to be conveyed by this Assignment.
ASSIGNOR HAS EXECUTED or will execute separate assignments of those Leases
which are issued by, and the assignment of which is required to be filed with and approved by,
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F 1197 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
the United States of America or any state or other governmental entity. Such separate
assignments are on forms prescribed by such governmental entities, but are not intended to
modify any of the terms, covenants and warranties set forth herein. Such assignments shall not
create any additional covenants or warranties of or by Assignor but shall be deemed to contain
all of the terms and provisions hereof as fully and to all intents and purposes as though the same
were set forth in such separate assignments.
THIS ASSIGNMENT is being executed in multiple original counterparts, all of which
are identical except that, to facilitate recording, certain portions of Exhibit A which contain
descriptions of those Assets located outside of the recording jurisdictions in which a particular
counterpart is to be recorded may have been omitted. Each such counterpart shall for all
purposes be deemed an original instrument, and all such counterparts shall together constitute
but one and the same Assignment.
THIS ASSIGNMENT shall bind and inure to the benefit of Assignor and Assignee and
their respective successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the
date set forth in the acknowledgments hereto, effective for all purposes as of the date first set
forth above.
ASSIGNOR:
THERMO COGENERATION PARTNERSHIP, a
Colorado general partnership
ATTEST: By: Thermo Fuels, Inc., a Colorado corporation,
General Partner
By: By: .
. Arlititfrs-------cts—
Curtis R.Tense , Secretary rant Monroe III, President
By: Thermo Industries, Inc., of Colorado, a Colorado
corporation, General Partner
ATTEST:
Byk By: yUG87.uo�2C
Curtis R. J sell, Secretary Jam Monroe III, President
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F 1198 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
ATTEST: By: Thermo Carbonics, Inc., a Colorado corporation,
General Partner
By: By: ,
Curtis R. 7 , Secretary J es Monroe III, President
ASSIGNEE:
THERMO COGENERATION PARTNERSHIP, L.P.,a
Delaware limited partnership
ATTEST: By: Thermo:Industries, Inc., of Colorado, a Colorado
corporation, General Partner
By• By. An
Curtis R. nse , Secretary J es Monroe III, President
By: Thermo Industries, Ltd., a Colorado limited
partnership, General Partner
ATTEST: By: Thermo Industries, Inc., of Colorado, its sole
general partner
By. By
Curtis R. J sen, ecretary J es Monroe III, President
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F 1199 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me thiso2o-tt, day of March,
1993, by James Monroe III as President of Thermo Fuels, Inc., a Colorado corporation,
Thermo Industries, Inc., of Colorado, a Colorado corporation, and Thermo Carbonics, Inc.,
a Colorado corporation, being.all of the General Partners of Thermo Cogeneration
Partnership, a Colorado general partnership.
Witness my hand and official seal.
My commission expires: /-ao-9y
•
Notary Public
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me thisa5 IA day of March, 1993,
by James Monroe III as President of Thermo Industries, Inc., of Colorado, a Colorado
corporation, for itself and as General Partner of Thermo Industries, Ltd., a Colorado limited
partnership, being all of the General Partners of Thermo Cogeneration Partnership, L.P., a
Delaware limited partnership.
Witness my hand and official seal.
My commission expires: /—a el-?c
Notary Public
D4SN.\-_ 1/4
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F 1200 MARY ANN FEDERSTEIN CLERK & RECORDER WELD CO, CO
•
EXHIBIT °"A°
TO
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
WELD COUNTY, COLORADO
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