HomeMy WebLinkAbout20151797.tiff •
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Total Pages: 13 Rec Fee: $71 .00
Carly Koppes - Clerk and Recorder, Weld County, CO
Assignment and Bill of Sale
This Assignment and Bill of Sale (the "Assignment"), effective as of 7:00 a.m. Mountain
Time on September 1, 2014 ("Effective Time"), is by and between BILL BARRETT
CORPORATION, a Delaware corporation, whose address is 1099 18th Street, Suite 2300,
Denver, Colorado 80202-1939 ("Assignor") and GRIZZLY PETROLEUM COMPANY, LLC, a
Colorado limited liability company, whose mailing address is 1801 Broadway, Suite 500,
Denver, Colorado 80202 ("Assignee"). Assignor and Assignee are each a "Party" and
collectively the"Parties."
For Ten Dollars and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor GRANTS, BARGAINS, SELLS, CONVEYS,
ASSIGNS, TRANSFERS, and DELIVERS unto Assignee ALL of Assignor's right, title, and
interest in and to the following(collectively, the"Assets"):
(a) expressly subject to all depth restrictions of record as of the Effective
Time, the oil, gas and other mineral leases described on Exhibit A-1, including without
limitation, any and all overriding royalty interests, royalty interests, non-working or carried
interests, operating rights, and other rights and interests in the oil, gas and other mineral leases
described on Exhibit A-1 (collectively referred to as the "Leases" or, singularly, as a "Lease"),
together with the lands covered thereby or pooled, communitized or unitized therewith (the
"Lands"), and all oil, gas, associated liquids, other hydrocarbons and other lease substances
("Hydrocarbons") that may be produced and saved from the Leases and from any lands pooled,
communitized, or unitized therewith (the Leases, the Lands, and the Hydrocarbons described
above and the Wells described below being collectively referred to as the "Hydrocarbon
Interests"or, singularly, a"Hydrocarbon Interest");
(b) all easements, rights-of-way, servitudes, surface leases, surface use
agreements, water disposal or handling agreements, agreements pertaining to water wells, and
other rights or agreements related to the use of the surface and subsurface, in each case to the
extent used or held for use in connection with the ownership, use or operation of the
Hydrocarbon Interests, recorded or unrecorded, including those described on Exhibit A-2
(collectively, the"Surface Agreements");
(c) to the extent assignable or transferable, all permits, licenses, franchises,
consents, approvals, and other similar rights and privileges, in each case to the extent used or
held for use in connection with the ownership, use or operation of the Hydrocarbon Interests
(collectively,the"Permits");
(d) all wells located on the Leases or the Lands or on lands pooled,
communitized, or unitized therewith, whether producing, shut in, or abandoned, and whether for
production, produced water injection or disposal, monitoring, or otherwise, and including, but
not limited to, those wells described on Exhibit B, together with all of Seller's interests within
the spacing, producing, federal exploratory, enhanced recovery, or governmentally prescribed
unit attended to the wells (collectively, the "Wells"); and all equipment, machinery, fixtures,
spare parts, inventory, and other personal property (including Seller's leasehold interests therein
subject to any necessary consents to assigrunent) used or held for use in connection with the
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operation of the Hydrocarbon Interests or in connection with the production, treatment,
compression, gathering, transportation, sale, or disposal of Hydrocarbons and any water, by-
products, or waste produced therewith or otherwise attributable thereto produced from or
attributable to the Hydrocarbon Interests, including all wellhead equipment, pumps, pumping
units, flowlines, gathering systems, pipe, tanks, treatment facilities, injection facilities, disposal
facilities, compression facilities, and other materials and supplies used in connection with the
Hydrocarbon Interests (collectively, the `Equipment");
(e) to the extent assignable or transferable, (i) all contracts, agreements,
equipment leases, production sales and marketing contracts, farm-out and farm-in agreements,
operating agreements, unit agreements, gas marketing, gas gathering, processing and
transportation agreements, and (ii) equipment leases and rental contracts, and other contracts.
agreements, and arrangements relating to the Assets, including without limitation, the contracts
listed on Schedule 5.10 of the Agreement as described below insofar as they directly relate to the
Assets described in Section 1.01(a) through Section 1.01(d) above (collectively, the
"Contracts"),provided, however, that the term "Contracts" shall not include the Lewes and the
Surface Agreements; and
(0 all files, records, and data relating to the items described in Section 1.01(a)
through Section 1.01(e) above maintained by Seller including the following, if and to the extent
that such files exist: all books, records, reports, manuals, files, title documents (including
correspondence), records of production and maintenance, revenue, sales, expenses, warranties,
lease files, land files, well files, division order files, abstracts, title opinions, assignments,
reports, property records, contract files, operations files, copies of tax and accounting records
(but excluding Federal and Colorado Income Tax Returns and records) and files, maps, core
data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts,
and other records, all geologic maps, including any interpretations, analyses and reports related
thereto, but excluding from the foregoing all seismic data licensed from any third party and those
files, records, and 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 Buyer has not agreed in writing to pay the fee or other consideration, as applicable
(subject to such exclusions,the"Records").
NOTWITHSTANDING THE FOREGOING, the Assets shall not include, and there is
excepted, reserved and excluded from this Assignment the following excluded properties, rights,
and interests(the"Excluded Assets"):
(a) all trade credits and all accounts, instruments, and general intangibles attributable
to the Assets with respect to any period of time prior to the Effective Time;
(b) except for those Claims or rights against a third party for which Buyer has agreed
to indemnify Seller pursuant to the terms of this Agreement (including Claims to the extent
related to Assumed Obligations), all Claims of Seller,
(i) arising from acts, omissions, or events, or damage to or destruction
of property, occurring prior to the Effective Time,
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(ii) arising under or with respect to any of the Contracts that are
attributable to periods of time prior to the Effective Time (including claims for
adjustments or refunds), or
(iii) with respect to any of the other Excluded Assets;
(c) except for those rights and interests of Seller relating to the Assumed Obligations,
all rights and interests of Seller,
(i) under any policy or agreement of insurance or indemnity,
(ii) under any bond, or
(iii) to any insurance or condemnation proceeds or awards arising in
each case from acts, omissions or events, or damage to or destruction of property,
occurring prior to the Effective Time;
(d) all Hydrocarbons produced from or otherwise attributable to the Hydrocarbon
Interests (including those barrels of condensate that Seller has produced prior to the Effective
Time but not yet sold from the Wells), with respect to all periods prior to the Effective Time,
together with all proceeds from the sale of such Hydrocarbons, in each case to be verified with
tank straps, gauge sheets, electronic monitoring, regulatory records or any other verifiable
means;
(e) all amounts due or payable to Seller as adjustments to insurance premiums related
to the Assets with respect to any period prior to the Effective Time;
(f) all proceeds, income, or revenues (and any security or other deposits made)
attributable to the Assets for any period prior to the Effective Time or to any other Excluded
Assets;
(g) all of Seller's proprietary technology and improvements, proprietary or licensed
computer software, licensed seismic data, patents, trade secrets, copyrights, names, trademarks,
logos, and other intellectual property;
(h) all documents and instruments of Seller that may be protected by the attorney-
client privilege, work product doctrine, or other applicable privilege;
(i) data, information, and other property, rights, or interests that cannot be disclosed
or assigned to Buyer as a result of confidentiality or similar arrangements for which no consent
to disclose or assign has been received, or to the extent such disclosure or assignment is subject
to payment of a fee or other consideration, for which Buyer has not agreed in writing to pay the
fee or other consideration,as applicable;
(j) all audit rights arising under any of the Contracts or otherwise with respect to any
period prior to the Effective Time or to any of the other Excluded Assets;
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(k) all corporate, Income Tax, and financial records of Seller not included in the
Records;
(1) all agreements providing for options, swaps, floors, caps, collars, forward sales, or
forward purchases involving commodities or commodity prices, or indices based on any of the
foregoing and all other similar agreements and arrangements;
(m) all Claims of Seller for refunds of, or loss carry forwards with respect to:
(i) ad valorem, severance, production or any other Taxes attributable
to any period prior to the Effective Time or for which the Seller is liable under this
Agreement;
(ii) income,gross margin, or franchise Taxes;
(iii) any Taxes attributable to the other Excluded Assets;
(iv) such other refunds, and rights thereto, for amounts paid in
connection with the Assets and attributable to the period prior to the Effective Time,
including refunds of amounts paid under any gas gathering or transportation agreements;
and
(n) all refunds of any deposits to Seller, or any other returns of any prepayments to
Seller, by utilities made in connection with the electric hook-up of any Wells or Facilities.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns,
forever, subject to the following terms and conditions.
A. Special Warranty of Title. SUBJECT TO THE TERMS OF THE AGREEMENT,
ASSIGNOR AGREES TO WARRANT AND FOREVER DEFEND TITLE TO THE ASSETS
UNTO ASSIGNEE AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS
CLAIMING, OR TO CLAIM THE SAME, OR ANY PART THEREOF, BY, THROUGH, OR
UNDER ASSIGNOR, BUT NOT OTHERWISE.
B. Subrogation. 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 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. Assumption of Contracts. SUBJECT TO THE TERMS OF THE
AGREEMENT, INCLUDING WITHOUT LIMITATION, THE RETAINED
OBLIGATIONS, ASSIGNEE HEREBY ASSUMES (1) AND AGREES TO BE BOUND
BY ALL EXPRESS AND IMPLIED COVENANTS, RIGHTS, BENEFITS,
CONDITIONS, OBLIGATIONS, AND LIABILITIES UNDER THE LEASES, SURFACE
AGREEMENTS, PERMITS, AND CONTRACTS, AND (2)THE ASSUMED
OBLIGATIONS.
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D. Successors and Assigns. This Assignment binds and inures to the benefit of
Assignor and Assignee and their respective successors and assigns, and all obligations shall be a
covenant running with the land.
E. Entire Agreement Purchase and Sale Agreement. This Assignment supersedes
all other prior written or oral agreements, except the Purchase and Sale Agreement between
Assignor and Assignee dated November 24, 2014 ("Agreement"), which this Assignment is
made subject to. If there is a conflict between the terms of this Assignment and the terms of the
Agreement, the terms of the Agreement will control to the extent of the conflict. Assignor and
Assignee intend that the terms of the Agreement not merge into the terms of this Assignment.
There are no oral agreements between the parties not set out in writing. All capitalized terms
used but not defined in this Assignment have the meanings given them in the Agreement.
F. DISCLAIMER. ASSIGNEE HEREBY EXPRESSLY DISCLAIMS, WAIVES
AND RELEASES ANY EXPRESS WARRANTY OE MERCHANTABILITY, CONDITION
OR SAFETY AND ANY EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; AND ASSIGNEE ACCEPTS THE ASSETS "AS IS, WHERE IS, WITH ALL
FAULTS AND WITHOUT RECOURSE." ASSIGNOR EXPRESSLLY WAIVES THE
WARRANTY OF FITNESS IMPOSED BY ANY APPLICABLE STATE OR FEDERAL
LAW. THE PARTIES HEREBY ACICQOWLEDGE AND AGREE THAT, TO THE EXTENT
REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS
AGREEMENT ARE "CONSPICUOUS" FOR. THE PURPOSES OF SUCH APPLICABLE
LAW.
G. Further Assurances. Each Party, at the request of the other Party and without
additional consideration, shall execute and deliver to the requesting Party all such further
assignments, deeds, agreements, contracts, instruments and other documents as the requesting
Party may reasonably request in order to perform, accomplish, perfect or record, if reasonably
necessary, the assignment and conveyance to Assignee of the Assets acquired by Assignee
hereunder as contemplated by this Assignment, to otherwise carry out the intention of this
Assignment.
H. Governing Law. This Assignment and the legal relations between the Parties
shall be governed and construed in accordance with the laws of the State of Colorado, without
giving effect to the choice of law principles thereof that would direct the application of the law
of another state.
I. Exhibits. All exhibits attached hereto are hereby made part hereof and
incorporated herein by this reference. References in such exhibits to instruments on file in the
public records arc notice of such instruments for all purposes. Unless provided otherwise, all
recording references in such exhibits are to the appropriate records of the counties in which the
Assets are located.
J. Counterparts. This Assignment may be executed in any number of counterparts,
and each counterpart hereof shall be effective as to each Party that executes the same whether or
not all of such Parties execute the same counterpart. If counterparts of this Assignment are
executed, the signature pages from various counterparts may be combined into one composite
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instrument for all purposes. All counterparts together shall constitute only one Assignment, but
each counterpart shall be considered an original.
K. Amendment and Waiver. This Assignment may be altered, amended, or waived
only by a written agreement executed by the Parties. No waiver of any provision of this
Assignment shall be deemed or shall constitute a waiver of any other provision of this
Assignment (whether or not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
[Remainder of page left intentionally blank Signature page follows.]
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IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date of
acknocvledg❑iert,but this Assignment shall be effective as of the Effective Time.
ASSIGNOR
BILL BARRETT CORPORATION
By: ,1 rrr
Name: Mitchell JrReneau
Its; Vice President.-Land
ASSIGNEE
GRIZZLY PETROLEUM COMPANY, LLC
Name: Steve R. Stacy
Title: Vice President
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ASSIGNOR ACKNOWLEDGEMENT
STATE OF COLORADO )
CITY AND )ss
COUNTY OF DENVER )
This instrument was acknowledged before me this 16th day of January, 2015, by Mitchell
I. Reneau. as Vice President - Land of Bill Barrett Corporation., a Delaware corporation, on
behalf of the corporation.
1l'E OPURARRA 4i� aiC
NOTARY PU9LiC \ V
r
STATE OF COLORADO
NOTARY tD#2Cli 4064306 1 Notary Public V
MY COMM SSION EXPIRES OCTOe ER^8.20151 t
My Commission Expires: lb, l.s to _
ASSIGNEE ACKNOWLEDGEMENT
STATE OF COLORADO )
CITY AND ) ss
COUNTY OF DENVER
This instrument was acknowledged before me on this 16th day of January, 2015; by Steve
R. Stacy, as Vice President of Grizzly Petroleum Company, LLC, a Colorado limited liability
company,on behalf of said limited liability company.
VJEs4EY AIURAPPA Notary Public
NOTARY PUSLIC
STATE OF COLORAAO
NOTARY ID 4 20114064508 r�
MV COMMISSION EXPIRES �0'3`' 5j My Commission Expires: I •(p [_`
8
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