HomeMy WebLinkAbout993116.tiff C(961 ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE, dated this 31st day of August, 1999, and
effective as of 7:00 a.m. at the location of the Interests on July 1, 1999 (the "Effective Time"), is
between HS RESOURCES, INC., a Delaware corporation ("Assignor"), with an office at 1999
Broadway, Suite 3600, Denver, Colorado 80202 and PATINA OIL & GAS CORPORATION, a
'Delaware corporation, ("Patina") with offices at 1625 Broadway, Suite 2000, Denver, Colorado
80202.
RECITALS
Subject to the reservations set forth below, all of Assignor's right, title and interest in and to the
following shall herein be called the"Interests":
(a) All of HSR's interest in the Wells described on Exhibit "B-l" to this Assignment and
all of HSR's right, title and interest in and to the leasehold estate (limited from the
surface of the Earth to the base of the J Sand; except for the Ben Houston #1 well and
the Acord Chadburn well which shall include a wellbore interest in the Dakota
formation) associated with 160 acre governmental quarter section surrounding each J
Sand Well listed on the Exhibit "B-1", (which leasehold includes the 15 Wells listed
on Exhibit"B-I"and shown as producing from the Codell formation) all as described
on Exhibit "B-I". In addition, Exhibit "B-1" includes leases covering interests from
,
the surface of the Earth to the base of the J Sand Formation for five 160 acres parcels
on which no producing J Sand wells arc identified on Exhibit "B-1". These five
• parcels are the NE/4 of Section 14, T3N, R66W; the SW/4 of Section 33, T3N,
•
R67W; the NE/4 of Section 34, T3N, R67W; the SW/4 of Section 9, T3N, R65W;
and the SW/4 of Section 32, T4N, R65W;
•
(b) All of IISR's interest in the Wells described on Exhibit "13-2" to this Assignment and
• all of IISR's right, title and interest in and to the leasehold estate (limited from the
• surface of the Earth to the base of the Codell formation) associated with the spacing
unit for each Well as described on Exhibit"B-2", such interest to specifically exclude
•
any wells not listed on Exhibit"B-2"that are located on the same lands and leases but
that produce from the J Sand;
(c) All of HSRf it s interest in the Wells described on Exhibit B-3tt to this Assignment and
all of HSR's right, title and interest in and to the leasehold estate as described on
Exhibit "13-3", associated with the spacing unit for each Well as described on Exhibit
•
"B-3" (collectively, the Wells described on Exhibits "B-1", "B-2", and "I3-3" and
described immediately above in subparagraphs (a), (b), and (c) shall be referred to as
the "Wells" and the Leases described on Exhibits "B-1 ", "13-2", and "13-3" and
described immediately above in subparagraphs (a), (b), and (c) shall be referred to as
the"Leases"),
(d) All of the personal property, fixtures and improvements appurtenant to the Wells or
the Leases, or used or obtained in connection with the operation of the Wells or the
Leases, or with the production, treatment, sale or:disposal of hydrocarbons or water
produced therefrom or attributable thereto, including without limitation, pipelines,
gathering systems and compression facilities appurtenant to or located upon the
Leases(collectively, the"Equipment");and'.
(c) All the property, rights, privileges, benefits and appurtenances in any way belonging,
incidental to, or appertaining to Wells, the Lands, the Leases and Equipment,
including, to the extent transferable, all agreements, product purchase and sale
contracts, surface leases, gas gathering contracts, salt water disposal leases and wells,
T. segregation agreements, processing agreements, compression agreements, equipment
lenses, permits, gathering lines, rights-of-way, easements, licenses, ta►7nouts and
larmins, options, orders, pooling, spacing or consolidation agreements and operating
agreements and all other agreements relating thereto (collectively, the "Contract
Rights"). !+j�
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(f) The o1i, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons, products refined and manufactured therefrom, other minerals, and the
-_` *;t accounts and proceeds from the sale of all of the foregoing to the extent such. :
'..production is produced after the Effective Time from the Welts under the Leases; and
(g) Copies of the files, records, data, and other documentary information, excluding any
seismic, geological or geophysical information and data that are interpretive in nature,
("Data") maintained by Assignor pertaining to the Wells described in sub-paragraph
(a)above.
Seller reserves and excepts from the Interests, and from this assignment of the Interests, in favor
of itself,and its successors and assigns, the following:
(i) All accounts receivable attributable to the Interests that are, in accordance with
generally accepted accounting principles, attributable to the period prior to the
Effective Time;
i (ii) All rights of Assignor to the wellborn of any well not listed on the Exhibits attached
to this Assignment; and
(iii) All rights of Assignor in the Leases insofar as the Leases cover formations and
depths not described on Exhibits B-I, B-2, and t3-3 and the non-exclusive rights of
. access to and use of the Lands in connection with exploration, drilling, development,
operations or any other purpose or purposes incidental to the lands and interests
retained by Assignor, including ingress and egress over the Lands for the aforesaid
*".• • • purposes upon lands adjoining the Lands, provided that Assignor's use of the Lands
shall not interfere with Assignee's use of the Lands and that Assignee shall not have
an affirmative duty to maintain the Interests in force and effect. •
ASSIGNMENT
For one hundred dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, transfers, conveys and
assigns to Assignee,all of Assignor's right, title and interest in and to the Interests, to have and to
hold unto Assignee, its successors and assigns, forever.
'this Assignment and Bill of Sale is made without warranty of title, either express or
implied, except that the Interest shall be assigned to Assignee free of liens and encumbrances,
created by, through and under Assignor. This Assignment and Bill of Sale is made subject to the
terms and provisions of that certain Exchange Agreement dated August , 1999 between
Assignor and Assignee. This Assignment reflects that portion of the exchange by which IISR is
transferring interests to Patina. Concurrently with this Assignment, Patina (and SOCO
Wattenberg Corporation, a wholly owned subf idiary of Patina) is executing a similar assignment
to IISR for the interests that Patina is transferring to IISR as part of the exchange.
Except as otherwise set forth in the Exchange Agreement, this assignment of the Interests
to Assignee shall constitute an express assumption by Assignee of, and Assignee expressly
agrees to pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations
(including but not limited to environmental claims and environmental conditions) accruing or
relating to the owning, developing, exploring, operating and maintaining of the Interests
conveyed to Assignee, including without limitation, environmental claims and environmental
- conditions and all obligations arising under operating agreements, product sales agreements and
.the other agreements covering or relating to the Interests, whether occurring before or after
Effective Time, regardless of the negligence of Assignor.
In many instances, Assignor is assigning Lands and Leases in a spacing unit that do not
cover all of Assignor's interest in the lands and leases in such spacing unit. It is the intent of the
Assignor and Assignee in such instances that the working interest in the spacing unit be
, segregated such that all revenues attributable to oil and ps production from the spacing unit and
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all costs, expenses and taxes associated with such revenue be borne by, and allocated to, the
working interest owner of the separate tract in such spacing unit as set forth in the Exhibits. This
special allocation of production, costs and taxes shall affect only the parties hereto, and their
successors and assigns,each of whom will be bound by the terms and conditions set forth herein.
• The leasehold exhibits attached to this Assignment set forth a similar allocation of production
and expenses as set forth above in each instance where the parties believe that the working
interest within a spacing unit should be segregated.
"'' All landowner royalties, overriding royalties, production payments or other interest in
production or payable out of the proceeds of production shall be apportioned, allocated and paid
• ry.,: " on the basis of the acreage included in the spacing unit for a Well as established and prescribed
by the orders of the Colorado Oil and Gas Commission. Any burdens created subsequent to July
1, 1999 shall be borne solely by the party creating said burden as to its ownership within the
segregated tract in the spacing unit for the affected well and such party shall not have the power
or authority to allocate any subsequently created burden beyond such segregated tract. Each
• party herein shall indemnify and hold the other party harmless from all costs, expenses and
liabilities arising from or in connection with any new burden on production which may be
:•' red hereinafter as to the segregated tract held by that party.
ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND EXCEPT
AS EXPRESSLY PROVIDED HEREIN OR IN THE EXCHANGE AGREEMENT,
ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPI,IED, RELATING TO THE
CONDITION OF ANY REAL OR IMMOVABLE PROPERTY, AND THE EQUIPMENT,
INCLUDING, WITHOUT LIMITATION, (I) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (111) ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (IV) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM REDIIIBITORY VICES OR DEFECTS OR
OTHER VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, (V) ANY IMPLIED
OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK
''. INFRINGEMENT, (VI) ANY IMPLIED OR EXPRESS WARRANTY REGARDING
$ ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT
• INCIUDING NATURALLY OCCURRING RADIOACTIVE MATERIAL, OR PROTECTION
. OF THE ENVIRONMENT OR HEALTH, I`f BEING THE EXPRESS INTENTION OF
" --ASSIGNEE AND ASSIGNOR THAT THE REAL OR IMMOVABLE PROPERTY AND TIlE
EQUIPMENT, TO ASSIGNEE AS IS AND IN THEIR PRESENT CONDITION AND STATE
OF REPAIR. ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE IIAS MADE OR
CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE REAL OR
IMMOVABLE PROPERTY AND THE EQUIPMENT, AS ASSIGNEE DEEMS
APPROPRIATE AND ASSIGNEE WILL ACCEPT TIIE REAL OR IMMOVABLE
PROPERTY AND THE EQUIPMENT, AS IS, IN THEIR PRESENT CONDITION AND
STATE OF REPAIR.
Afler execution of this Assignment, Assignor and Assignee shall execute, acknowledge
and deliver or cause to be executed, acknowledged and delivered such instruments, and shall take
such other action as may be necessary or advisable, to carry out their obligations under this
• Assignment.
ASSIGNOR. ASSIGNEE:
I-IS RESOURCES, INC. PATINA OIL & GAS
CORPORATION
By 19‘..›44B _ By
George H. Solicit David J. Kornder
Vice President Vice President
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STATE OF COLORADO
...-::.4.‘...,,:-;:i:::?,- CITY AND COUNTY OF DENVER §
• •• 'lice foregoing instrument was acknowledged before me on Augusta/, 1999, by George
"' ' " - N Solich as Vice President Of Inc.,
r ;��s�:_- _▪;,_ a Delaware corporation, on behalf of said
t . . corporation.
-..�.., WI NBRSS m�hand and official seal.
!.'.`.........,....:.:.,,i).:..'2., LINDA S BUSKi ..
NOTARY PUBLIC Notary ublic, State of eyaold
' . ;t� ; STATE OF COLORADO
▪ ;;, ; My Ccxrtimtsswxn ExWras d 1 AM/NW)I S.
: STATE OF COLORADO §
'__ §
-',-,:','N--..;:::,- CITY AND COUNTY OF DENVER §
- _ The foregoing instrument was acknowledged before me on Augusti'' 1999, by David J.
Kornder,as Vice President of Patina Oil& Gas Corporation, a Delaware corporation, on behalf
of the corporation.
WITNESS my hand and official seal.
• LINDA S. DUSK Notary Public, State of /4tiUu
NO fARY PUBLIC
b STATE OF COLORADO 4 '--`' • �a-
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