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Home My WebLink About962477.tiff ASSIGNMENT AND BILL OF SALE Ag2479a47 STATE OF COLORADO ) )ss. COUNTIES OF ADAMS AND WELD) FOR AND IN CONSIDERATION OF Ten and No/100 Dollars($10.00)and other good and valuable considerations, in hand paid by Vessels Oil& Gas Company, 1050 - 17th Street, Suite 2000, Denver, Colorado 80265-2001, ("Assignee"), to G.R. Shiarella, Adams Development Company, Codell Development Company, Colter Development Company, Weld Development Company, Neuces Development Company, Commodore Development Company and Mineral Properties Corporation, 10 East End Avenue, Suite 1K, New York, New York 10021 ("Assignor"),the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto Assignee all of Assignor's right, title and interest in and to the following properties situated in Adams and Weld Counties, Colorado (the"Interests"): (a) The oil, gas and other mineral leasehold interests described in Exhibit "A-1" attached hereto and made a part hereof insofar as such cover and affect the lands and depths described in Exhibit "A", (hereinafter called the "Real Property") together with Assignor's interest in any pooled, communitized, or unitized acreage derived by virtue of Assignor's • ownership of the Real Property; (b) The wells (including but not limited to the wells described on Exhibit "A-1" attached hereto and made a part hereof), equipment and facilities located on the Real Property (the "Equipment")and used in the operation of the Real Property, including, but not limited to, pumps,well equipment(surface and subsurface), saltwater disposal wells,lines and facilities, compressors, compressor stations, dehydration facilities,treating facilities,pipeline gathering lines, flow lines, transportation lines (including long lines and laterals), valves, meters, separators,tanks, tank batteries and other fixtures but expressly excluding tools, vehicles, or other rolling stock, communication equipment, leased equipment, computer equipment and software; c) Oil, condensate, natural gas, and natural gas liquids produced after the Effective Date of this Assignment and Bill of Sale,including"line fill"attributable to the Interests; (d) To the extent transferable, all contracts and agreements concerning the Interests, including, but not limited to,unit agreements, pooling agreements, areas of mutual interest, farmout agreements, farmin agreements, saltwater disposal agreements, water injection agreements, road use agreements, operating agreements, and gas balancing agreements (excluding any spot sales contracts, storage or warehouse agreements, supplier contracts, service contracts,insurance contracts,and construction agreements); (e)To the extent transferable, all surface use agreements,easements,rights-of-way, licenses, authorizations, permits, and similar rights and interests applicable to, or used or useful in connection with,any or all of the Interests; (0 To the extent transferable, all files and records of Assignor relating to the Interests including land,well,lease,geological,geophysical and accounting files and records;and (g)All rights of Assignor to reassignments of interests in the Real Property. This Assignment and Bill of Sale is made subject to the following: (a)The terms of the oil,gas and other mineral leases described in Exhibit"A." (b)The terms of the Purchase& Sale Agreement(the "Purchase& Sale Agreement")made as of the day of January 9, 1996 between Vessels Oil&Gas Company,(the"Purchaser")and G.R.Shiarella,et al(the"Seller")relating to the Interests. 1 rom,hCwdce 1901 en"/96 2479847 8-1536 P-315 03/07/96 01:49P PG 1 OF 28 REC DOC L&OCbJ Weld County CO Clerk & Recorder 141.00 -ll THIS ASSIGNMENT AND BILL OF SALE, IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION AS TO THE CONDITION,QUANTITY,QUALITY,FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, AND WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. ASSIGNEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS,AND ASSIGNEE ACCEPTS ALL OF THE SAME IN THEIR"AS IS", "WHERE IS"CONDITION.IN ADDITION,ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR THE ABILITY OR POTENTIAL OF THE INTERESTS TO PRODUCE HYDROCARBONS OR ANY OTHER MATTERS CONTAINED IN THE DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES. TO HAVE AND TO HOLD the Interests unto Assignee and its successors and assigns forever. Executed this 7 ' day of ..ca r/, 1996. but effective December 1, 1995,at 7:00 a.m.,Mountain Standard Time. ATTEST: VESSELS OIL&GAS COMPANY P � • M . ya t Secretary ident Operatio go if G.IL Shiarella -41 Keith Heimbuck,Attorney-in-Fact for G.R.Shiarella Adams Development Company Keith Heimbuck Attorney-in-Fact for Adams Development Company Cooddelly,Deevelopment Company /j✓"f 1 t/-t. <Co--21 Keith Heimbuck,Attorney-in-Fact for Codell Development Company 2 tor&ew.a: 2479847 B-1536 P-315 03/07/96 01:49P PG 2 OF 28 2=96 .._. -...:vim..-•-----•— ___ . - —__ Coltex Development Company /L do F1«.L Keith Heimbuck,Attorney-in-Fact for Coltex Development Company Weld Development Company Keith Heimbuck,Attorney-in-Fact for Weld Development Company Nueces Development Company Keith Heimbuck,Attorney-in-Fact for Nueces Development Company Commodore Development Company Keith Heimbuck,Attorney-in-Fact for Commodore Development Company Mineral Properties Corporation Keith Heimbuck,Attorney-in-Fact for Mineral Properties Corporation 2479847 8-1536 P-315 03/07/96 01:49P PG 3 OF 28 3 -rom/miwtm 2/22196 ACKNOWLEDGMENT STATE OF COLORADO )ss. CITY&COUNTY OF DENVER) ,,1.( The foregoing instrwnent as acknowledged before me on this Zp• day of tbrld ti 1996,Hugo Cartaya,Vice President Operations of Vessels Oil&Gas Company,tuColorado corporation,on behalf of said corporation. WITNESS my hand and official seal. /�� .7.... -';y,pig.t;4�nmission Expires: r 01� ... •. •-•71R),..-A44—4 4) tad-44-135 . . _F coo ACKNOWLEDGMENT STATE OF Io/OVaziO ) )ss. G4J 4-COUNTY OF T)ekl O€r ) The foregoing instrument as acknowledged before me on this a B day of Fe bra en 1996,by Keith H.Heimbuck,Attorney-in-Fact for G.R. Shiarella. WITNESS my hand and official seal. •:'•Tvty • Ccuiuriission Expires: APlitj-LIR Not he At. JBUT'. o - i . STA9`E OF C.0/460110 ) )ss. C U 4- COUNTY OkiT u--. ) The foregoing instrument asacknowledged before me on this A AVCday of f 2,bVlb pe: 1996,by Keith H.Heimbuck,Attorney-in-Fact for Adams Development cstnpany. WITNESS my hand and official seal. My Commission Expires: /-03t/-98 Not tPub' •, n 4 rormhtidc.doc 222196 2479847 B-1536 P-315 03/07/96 01:49P PG 4 OF 28 • STATE OF (;0'b/adW )ss. - COUNTY OF Ail Mt ) The foregoing instrument as acknowledged before me on this E9 9`-'day of Feb YU etym 1996,by Keith H.Heimbuck,Attorney-in-Fact for Codell Development Company. WITNESS my hand and official seal. tu\\G l•-•it•crinimission Expires::1�y -fit a bli ?. e";7 7C.0`5,/ STATE OF d.OIOViel )ss. C•i4is+COUNTY OF(...D€4,1,1-/eve- ) y( ,` The foregoing instrument as acknowledged before me on this a 8 4 1`bay of Ye bV to 1996,by Keith H.Heimbuck,Attorney-in-Fact for Coltex Development Conipany. WITNESS my hand and official seal. ...; s' v• 5(,. 1Wahuftission Expires: "+•o•o- �c -�!3 Not Publl •, °JBL1t::o "F COLS • ,,,, STATE OF �Q/tWucrvaa'' ) )ss. egy ILCOUNTYOFr-42f2Uer/ ) ----The foregoing instrument as acknowledged before me on this e9$'i.(_-clay of �' Yu 1996,by Keith H.Heimbuck,Attorney-in-Fact for Weld Development Co any. WITNESS my hand and official seal. My Commission Expires: ras^ k. 2479847 B-1536 P-315 03/07/96 01:49P PG 5 OF 28 5 tors wa..doc l/RH6 • STATE OF Ll ohOVa k) )ss. e,,Ito OF Don vet' ) e foregoing instrument as acknowledged before me on this a Q2 "day of YC(2✓ 1996,by Keith H.Heimbuck,Attorney-in-Fact for Nueces Development Cpany. WITNESS my hand and official seal. • "AraoininissionExpires: _471/�. of Pu c \'31./[1s,Nt or.Coto` STATEOF Co10Va4O ) )ss. et *"COUNTY OF D241(pe✓ ) The foregoing instrument as acknowledged before me on this zP rU day of rebw Cl4,t't•( 1996,by Keith H.Heimbuck,Attorney-in-Fact for Commodore Development Ceknpany. WITNESS my hand and official seal. .: �'.Oidin.antioriissionExpires: i v' E a4—� - Not Pu c STATE OF e_..0/avail) ) )ss. 8,14-COUNTYOF(ip&ratt v ) T e foregoing instrument as acknowledged before me on this day of 1996,by Keith H.Heimbuck,Attorney-in-Fact for Mineral Properties Corpo ion. WITNESS my hand and official seal. My C mmission Expires: ^ . .. 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