HomeMy WebLinkAbout972839.tiffQ001597000
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2593303 02/09/1990 01.07P Weld County CO
I of 28 R 131.00 0 0.00 JR Sukl Taukamata
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT, BILL OF' SALE AND CONVEYANCE
("Assignment"), dated effective December 1, 1997 (the "Effective Time"), is from HS
RESOURCES, LNC., a Delaware corporation whose address is 1999 Broadway, Suite 3600,
Denver, Colorado 80202 ("Assignor") to SOCO WATTENBERG CORPORATION, a
Delaware corporation whose address is 1625 Broadway, Suite 2000, Denver, Colorado 80202
("Assignee").
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, conveys to Assignee all of Assignor's right, title and interest, in and to the
following (all of which are called the "Assets"):
1. The oil and gas leases and other leasehold interests described in
Exhibit A (the "Leases") attributable to the oil, gas and all other hydrocarbons, whether
liquid or gaseous (the "Hydrocarbons"), in. on or under or that may be produced from the
lands covered by the Leases (the "Lands") after the Effective Time, insofar and only insofar
as the Leases cover the right to receive proceeds of production of Hydrocarbons from the
wells described in Exhibit B (the "Wells"), subject to any restrictions, exceptions,
reservations, conditions, limitations, burdens, contracts, agreements and other matters
applicable to such Leases, Lands and Wells.
2. A proportionate interest in all personal property and equipment
associated with the Wells as of the Effective Time, except for tax credits on production, for
which the Effective Time shall be deemed to be December 15, 1997.
3. A proportionate interest in the rights, to the extent transferable,
in and to all existing and effective unitization, pooling and communitization agreements,
declarations and orders, to [he extent that they relate to or affect any of the interests
described in Paragraphs 1 and 2 or the post -Effective Time production of Hydrocarbons from
the Wells.
4. A proportionate interest in the rights, to the extent transferable,
in and to Hydrocarbon sales, purchase, gathering, transportation and processing contracts.
operating agreements, partnership agreements. farmout agreements and other contracts,
agreements and instruments relating to the interests described in Paragraphs I, 2 and 3, and
to the extent received under the Amoco Agreement (defined below), but not otherwise,
including without limitation the "Material Agreements" listed on Exhibit C, excluding
however, any insurance contracts and the Amoco Agreement.
5. A proportionate interest in all personal property, fixtures,
improvements, permits, licenses, approvals. servitudes, rights -of -way, easements and other
surface rights located on or used in connection with the properties and interests described in
Paragraphs 1 through 4, to the extent that they are located on the Leases or Lands and to the
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extent received under the Amoco Agreement, but not otherwise, and used in association with
the Wells as of the Effective Time, except for tax credits on production, for which the
Effective Time shall be deemed to be December 15, 1997,
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6. A proportionate interest in the files, records, data and
information relating to the items described in Paragraphs 1 through 5, maintained by
Assignor, to the extent received under the Amoco Agreement, but not otherwise, and
excluding the following: (i) all of Assignor's internal appraisals and interpretive data related
to the Leases, Lands and Wells, (ii) all information and data under contractual restrictions on
assignment, (iii) all information subject to a privilege, (iv) Assignor's corporate financial,
employee and general tax records that do not relate to the Assets, and (v) all accounting files
that do not relate to the Assets.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and
assigns forever.
This Assignment is made and accepted expressly subject to the following terms
and conditions:
a. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THAT THE ASSETS
ARE FREE AND CLEAR AS TO ALL ENCUMBRANCES CREATED BY, THROUGH
OR UNDER ASSIGNOR, BUT NOT OTHERWISE. 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 ASSETS, INCLUDING (i) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR CONDITION,
(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, IT BEING
EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY,
FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO ASSIGNEE
"AS IS," "WHERE IS," WITH ALL FAULTS, AND IN THEIR PRESENT
CONDITION AND STATE OF REPAIR; PROVIDED, HOWEVER, THIS
PARAGRAPH a SHALL NOT LLMIT ANY OF ASSIGNOR'S INDEMNITY
OBLIGATIONS UNDER THE PURCHASE AND SALE AGREEMENT DATED
DECEMBER 15, 1997 BETWEEN ASSIGNOR AND ASSIGNEE AND THE
AGREEMENTS AND DOCUMENTS EXECUTED PURSUANT THERETO
(COLLECTIVELY, THE "PURCHASE AGREEMENT").
b. 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 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
IMIII UIII 111111 INI 111111 RIPE III 11111MAE
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3 of 26 R 131.00 D 0.00 JR 5ukl Taukanoto
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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. Assignee assumes and agrees to pay, perform, fulfill and discharge all
claims, costs. expenses, liabilities and obligations accruing or relating to the owning,
developing, exploring, operating or maintaining of the Assets or the producing, transporting
and marketing of Hydrocarbons from the Assets, relating to periods before, on and after the
Effective Time, including, without limitation, environmental obligations and liabilities, the
obligation to plug and abandon all Wells and reclaim all Welt sites. and all obligations
arising under the Material Agreements and other agreements covering or relating to the
Assets, all as more particularly set forth in the Purchase Agreement and subject to Assignee's
obligations, including without limitation, Assignee's indemnity obligations under the
Purchase Agreement.
d. The references herein to liens, encumbrances, burdens, defects and
other matters shall 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 the Purchase Agreement or other documents executed in connection therewith.
e. Unless provided otherwise, all recording references in the Exhibits
hereto are to the official real property records of the county in which the Assets are located.
f. Separate governmental form assignments of the Assets 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 interest in
the Assets conveyed herein.
g. This Assignment expressly excludes the Purchase and Sale Agreement
dated November 25, 1997 between Amoco Production Company and Assignor (the "Amoco
Agreement"); provided, however, this Assignment is made subject to the Amoco Agreement.
h. This Assignment binds and inures to the benefit of Assignor and
Assignee and their respective successors and assigns.
i. This Assignment may he executed in any number of counterparts, and
by different parties in separate counterparts, each of which shall be deemed to be an original
instrument, but all of which together shall constitute but one instrument.
[the remainder of this page is intentionally blank]
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EXECUTED on the dates contained in the acknowledgment of this instrument,
to be effective for all purposes as of the Effective Time.
ASSIGNOR
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;;Agest: r
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la s.M. Piccone, Secretary
sen.o :v,t
HS RESOURCES, INC.
Geor3olich,
Vice President Acquisitions & Divestitures
ASSIGNEE
Q ?Attest': - '.?1 SOCO WATTENBERG CORPORATION
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Secretary David J. Kornder, Vice President
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2593303 02/09/1998 01:07P Weld County CO
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Acknowledgments
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 11th day of
December, 1997 by George H. Solich, as Vice President Acquisitions & Divestitures of HS
RESOURCES, INC., a Delaware corporation, on behalf of such corporation.
Witness my hand and official seal.
My commission expires: 1/4/2001
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
P
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LINDA S. BUSK
NOTARY PUBLIC
STATE OF COLORADO
My Comm ss EX; 01/04/2001
da S. Busk, Notary Public
The foregoing instrument was acknowledged before me this 12th day of
December, 1997 by David J. Kornder, as Vice President of SOCO WATTENBERG
CORPORATION, a Delaware corporation, on behalf of such corporation.
Witness my hand and official seal.
My commission expires:
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Notary Public
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2593303 02/09/1999 01:07P Mold County CO
5 of 28 R 131.00 0 0.00 JR Sukl Tsukamoto
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2593303 02/09/1996 01 07P Weld County CO
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