HomeMy WebLinkAbout20133429.tiff 3985584 Pages : 1 of 52
12/21/2013 91 : 44 PM R F.. :$285 .09
Slave Moreno , Clerk and Recorder , Weld County , CO
lIII WJ?1IL'I!NiIL'liMICIIM IAlfrI IWil WJ 5 II
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
This Assignment, Conveyance and Bill of Sale ("Assignment") is made effective as of
12:00 AM Mountain Time on September 1 , 2013 ("Effective Date'), by and between DJ
RESOURCES, LLC, a Delaware limited liability company, whose address is 1600 Broadway,
Suite 1960, Denver, CO 80202 ("Assignor") and WHITING OIL AND GAS CORPORATION,
a Delaware corporation, whose address is 1700 Broadway, Suite 2300, Denver, CO 80290
("Assignee"), each a "Party" and collectively "Parties."
I . Conveyance: Assets. For and in consideration of TEN DOLLARS ($ 10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor does hereby grant, bargain, convey, sell, assign, and transfer unto Assignee
all of Assignor's right, title and interest in and to the following (collectively, "Assets"):
(a) The oil and gas leases (including all leasehold estates, working interests,
operating rights, record title interests, mineral interests, royalty interests, overriding royalty
interests, net profits interests and/or similar interests) described on Exhibit A (collectively,
"Leases"), insofar and only insofar as to the lands described on Exhibit A (collectively,
"Lands"), and insofar as the Leases cover all subsurface depths and formations;
(b) All of Assignor's right, title and interest in all oil and gas wells located on
the Leases and Lands described on Exhibit A, or on lands pooled, communitized or unitized
therewith, including without limitation: (i) the Pawnee Creek 9-57-18-1H Well, with a surface
location in the SW/4SW/4, Section 18, Township 9 North, Range 57 West, 6ih P.M. and (ii) the
Pawnee Creek 9-57-18- 1M Well, with a surface location in the SE/4NW/4, Section 18,
Township 9 North, Range 57 West, 6ih P.M. (collectively, "Wells");
(c) The oil, gas, casinghead gas, coalbed methane, condensate and other
gaseous and liquid hydrocarbons or any combination thereof, sulphur extracted from
hydrocarbons and all other lease substances that may be produced from the Leases and Lands
(collectively, "Hydrocarbons");
(d) The two (2) 640-acre drilling and spacing units covering the Lands and
T eases pursuant to Colorado Oil and Gas Conservation Commission Order No. 535-42 in Cause
No. 535 dated effective June 30, 2011 (collectively, "Drilling Units");
(e) All of Assignor's right, title and interest in and to all equipment, pipelines,
pipeline laterals, materials, fixtures, facilities and other personal property associated with, related
to, used or useful in connection with the past or present exploration, production, gathering,
storing, measuring, treating, operation, maintaining, marketing or transportation of hydrocarbon
production from the Lands, Leases and Wells, or lands, oil and gas leases and wells pooled
communitized or unitized therewith (collectively, "gauinment");
I
go l3- 3itai
020tftn
LEO '3D - 2t
3985584 Pages: 2 of 52
12/20/2013 01:44 OH R Fee:f266.00
Steve Moreno, Clark and Retarder, Weld County, CO
1111 91.11 r<liAN!'IitIhiMlikt*11 lilt 11111
(f) All of Assignor's right, title and interest in and to all contacts, rights-of-
way, easements and other contractual rights insofar as the same relate to, are used in connection
with, or are associated with the Lands, Leases and Wells, or lands, oil and gas leases and wells
pooled communitized or unitized therewith, including without limitation, all permits, regulatory
approvals, pooling agreements, communitization agreements, unit agreements, surface leases,
surface use agreements, oil and gas leases(including subleases and farmnouts thereof), operating
agreements, subsurface easements and rights-of-way, and all similar rights leased or owned by
Assignor, including all oil and gas lease, purchase, storage, transportation, exchange and
processing contracts and agreements(collectively,"Contracts");and
(g) To the extent transferable and in Assignor's possession, all of Assignor's
existing oil and gas lease files, well files, regulatory compliance files, abstracts, title opinions,
title curative information, maps, electric logs, geological data, geophysical data, and all other
records of every type and description that are related to and/or associated with the Lands, Leases
and Wells, or lands, oil and gas leases and wells pooled communitized or unitized therewith
(collectively,"Records").
3. Reassignment Option. If at any time during the primary term of any Lease
Assignee elects to discontinue payment of delay rentals due under the terms of any such Lease,
Assignee shall notify Assignor no less than sixty(60)days prior to the next delay rental payment
date of Assignee's intent to discontinue payment of the same ("Delay Rental Notice"). In the
event Assignor wishes to accept the cost-free reassignment of Assignor's right, title and interest
in the Lease or Leases which are the subject of any Delay Rental Notice,within ten(10)days of
Assignor's receipt of any such Delay Rental Notice,Assignor shall provide Assignee with notice
of the same ("Reassignment Election"). Within thirty (30) days of Assignee's receipt of any
Reassignment Election, Assignee shall prepare and provide to Assignor an assignment of such
Lease or Leases described in any Reassignment Election,ensuring that the net revenue interest in
such lease or Leases is equal to the net revenue interest originally owned by Assignor as of the
Effective Date.
2. Warranties and Representations. Assignor hereby warrants and represents to
Assignee,by,through or under Assignor,but not otherwise, that as of the Effective Date:
(a) Assignor is not required to give any notice to, make any filing with, or
obtain any consent from any person in order to consummate the transaction contemplated by this
Assignment;
(b) Neither the execution and delivery of this Assignment, nor the
consummation of the transactions contemplated hereby by Assignor will violate or breach the
terms of,or require any notice under, any material contract of Assignor which will be assigned to
Assignee;
(c) There are no suits, actions, investigations or proceedings that are pending
or, to Assignor's knowledge, have been threatened against Assignor that affect or relate to the
Assets;
-2 -
3985584 Pages: 3 of 52
12/20/2013 01:44 PM R Fee:$200.00
Steve Moreno, Clerk and Recorder, Weld County. CO
VIIIIIUr1 UMI:14111 VIVIIII PiVICIWP}Ot I inn
(d) All local, state and federal tax returns associated with the Assets required
to be filed by Assignor have been timely and properly filed with the appropriate governmental
authorities;
(e) There are no security interests,judgments or liens encumbering any of the
Assets;
(1) All rents, rentals, shut-in royalties, royalties, overriding royalties,
production payments and other payments associated with production of Hydrocarbons from the
Lands, Leases and Wells (collectively, "payments") that have become due and payable have
been duly paid(other than Payments now lawfully held in escrow or suspense accounts);
(g) Assignor has not received any written notice of violation of any
environmental laws by any governmental authority or other person relating to the Assets;
(h) The Leases and Wells have been operated in all material respects in
accordance with all laws, rules and regulations, and that all consents, permits, licenses or other
authorizations necessary for the ownership and operation of the same have been obtained,.and no
violations exist in respect of such licenses,permits or authorizations;
(h) Assignor has provided all material contracts that will be assigned to
Assignee, and Assignor has paid its share of all costs due and payable by under such material
contracts;
(i) The Equipment used in connection with the Assets has been maintained in
operable repair, working order and operating condition, and is adequate for normal operation of
the Assets consistent with current practices;
(j) There are no preferential rights to purchase or similar rights that are
applicable to the Assets;and
(k) This Assignment contemplates the conveyance of all of Assignor's right,
title and interest in and to the Assets,without reservations of any kind unless expressly described
herein,entitling Assignee to all of Assignor's net revenue interest in and to the Leases existing as
of the Effective Date.
3. Assumed Liabilities As of the Effective Date, with respect to the Assets,
Assignee assumes and agrees to discharge the following, and only the following: (a) all of
Assignor's obligations and liabilities arising under applicable law, rule, regulation or contract
arising on or after the Effective Date, and the obligation to restore the Lands, Leases and Wells
as required by applicable law, rule, regulation or contract and (b) all of Assignor's other
obligations and liabilities, including those implied at law, arising under the Assets, including,
without limitation, the payment of royalties, overriding royalties, or other obligations and
liabilities arising under applicable law, rule, regulation or contact which are attributable to acts,
omissions or events arising on or after the Effective Date.
-3 -
3985584 Pages: 4 of 52
12/20/2013 01:44 PM R Fee:0266.00
Steve Moreno, Clerk and Recorder, Weld County. CO
W1L'PN"I:II VIi ID7k'NIAVI€uWih:wM Ell
4. indemnities Assignor agrees to indemnify, defend and hold Assignee harmless
for all claims, losses, costs, liabilities and expenses arising out of, resulting from or associated
with the same transaction or occurrence regarding Assignor's ownership of the Assets prior to
the Effective Date, and Assignee agrees to indemnify, defend and hold Assignor harmless from
all claims, losses, costs,liabilities and expenses arising out of,resulting from,or associated with
the same transaction or occurrence regarding Assignee's ownership of the Assets on or after the
Effective Date. The indemnities of the Parties shall survive and continue for a period of five(5)
years after the Effective Date,at which time all such indemnities shall expire.
5 Beneficiaries: Assignment. This Assignment shall be binding upon and shall
inure to the benefit of the Parties and, except as otherwise prohibited,their respective successors
and assigns. Nothing contained in this Assignment,or implied herein, is intended to confer upon
any other person or entity any benefits, rights or remedies under this Assignment. Unless
provided for otherwise under the terms hereunder, this Assignment, the Assets,and the interests,
obligations and rights acquired by the Parties hereunder may be freely assigned by the Parties, in
whole or in part,without the express written consent of the other Parties; provided however, that
any assignment of any rights under this Assignment shall contain a provision indicating that the
assignment is expressly made subject to this Assignment and the any grantee or assignee of the
Assets shall agree to be bound by the terms and conditions hereof.
6 Exhibits. The Exhibits to this Assignment are hereby incorporated by reference
and constitute a part of this Assignment.
7. Expenses. Except as otherwise specifically provided herein, all fees, costs and
expenses incurred by the Parties in negotiating this Assignment or in consummating the
transactions contemplated by this Assignment shall be paid by the Party incurring such fees,
costs or expenses, including, without limitation, engineering, land, title, legal and accounting
fees,costs and expenses.
8. Notices. All notices and communications required or permitted under this
Assignment shall be in writing and addressed as set forth above. Any communication or delivery
hereunder shall be deemed to have been duly made and the receiving Party charged with notice:
(a) if personally delivered, when received; (b)if sent by facsimile transmission, when received;
(c)if mailed, five(5)business days after mailing,certified mail,return receipt requested; or(d)if
sent by overnight courier, one (1) day after sending. Either Party may, by written notice
delivered to the other Party,change the address or individual to which delivery shall thereafter be
made.
9. Amendments. This Assignment may be altered or amended only by a written
agreement executed by both Parties.
10. Construction. The Parties acknowledge that this Assignment is the result of
negotiations between them and that the provisions of this Assignment shall be construed and
enforced in accordance with their fair meaning, and shall not be strictly construed for or against
any Party.
-4-
3985584 Pages: 5 of 52
12/20/2013 01:44 Pa R Fee:$2a6.00
MIII IKI�.fO'MIki Clerk
I+A Recorder
IWslIIl�1i+01kGYtY4 VIII
11. Relationship of the Parties. The duties, obligations, and liabilities of the Parties
are intended to be several and not joint or collective. This Assignment is not intended to create,
and shall not be construed to create, an association, trust, mining partnership or joint venture, or
to impose any partnership duty, obligation, or liability with regard to any one or more of the
Parties. Each Party shall be individually responsible only for its own obligations as herein
provided.
12. Real Property Covenant. All of the provisions of this Assignment shall be
deemed covenants running with the Assets which are now or hereafter become subject to this
Assignment.
11. Authority to Enter Into Assignment. Each Party covenants to the other Party that
it has the legal authority to enter into and perform this Assignment and each obligation assumed
by such Party under this Assignment.
12. Counterparts/Fax Signatures. This Assignment may be executed by the Parties in
any number of counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same instrument. Fax or .pdf signatures shall be
considered binding.
13. References. References made in this Assignment, including use of a pronoun,
shall be deemed to include where applicable, masculine, feminine, singular or plural, individuals
or entities. As used in this Assignment, "person" shall mean any natural person, corporation,
partnership, trust, limited liability company, court, agency, government, board, commission,
estate or other entity or authority.
14. Governing Law; Dispute Resolution; Dispute Jurisdiction. This Assignment and
the transactions contemplated hereby and any dispute resolution conducted pursuant hereto shall
be construed in accordance with, and governed by, the laws of the State of Colorado, without
regard to its conflicts of laws rules. In the event of a dispute between the Parties concerning the
performance of this Assignment, the Parties hereby agree to first submit such dispute to the non-
binding decision of a mutually-agreeable third party mediator, and to participate in such
mediation in good faith ("Mediation"). In the event Mediation fails to resolve the dispute
between the Parties, each Party may thereafter exercise any and all rights it may have in seeking
the resolution of such dispute and the relief from any and all damages incurred by reason of such
dispute. In such case,the Parties agree that the state and federal courts of the State of Colorado
shall be the sole and exclusive jurisdiction in which such rights may be exercised.
15. Entire Agreement. This Assignment, along with the terms and conditions set
forth in that certain Letter Agreement dated August 30, 2013,which this Assignment is expressly
subject to, constitutes the entire understanding among the Parties, their respective partners,
members, trustees, shareholders, officers, directors and employees with respect to the subject
matter hereof, superseding all negotiations, prior discussions and prior agreements and
understandings relating to such subject matter.
- 5 -
3985584 Pages: 6 of 52
12/20/2813 01:44 PM R Fee:$266.80
Steve Moreno. Clerk and Recorder. Weld County, CO
ORhD MNlghlY'Y4iJi 1I III
16. Survival. The representations and warranties contained in this Assignment shall
survive the Effective Date for a period of one(1)year,unless otherwise provided herein.
17. Waiver. The waiver or failure of any Party to enforce any provision of this
Assignment shall not be construed or operate as a waiver of any further breach of such provision
or of any other provision of this Assignment.
18. Limitation on Damages. The Parties hereto expressly waive any and all rights to
consequential, special, incidental, punitive or exemplary damages, or loss of profits, in any
dispute resulting, relating or arising, directly or indirectly, from any breach or threatened breach
of this Assignment or the transactions contemplated hereby.
19. Severability. It is the intent of the Parties that the provisions contained in this
Assignment shall be severable. Should any provisions, in whole or in part, be held invalid as a
matter of law, such holding shall not affect the other portions of this Assignment, and such
portions that are not invalid shall be given effect without the invalid portion.
20. Announcements. Except as and to the extent required by law, neither Assignor
nor Assignee will make,directly or indirectly,any public comment,statement,or communication
with respect to, or otherwise disclose or permit the disclosure of the existence of discussions
regarding, a transaction between the Parties or any of the terms, conditions, or other aspects of
this Assignment or the transaction contemplated thereby, without the prior written consent of the
other.
21. Further Assurances. The Parties agree to execute,acknowledge and deliver to the
other Party such further instruments, and take such other action, as may be reasonably necessary
or requested, in order to more effectively assure the conveyance of the properties, rights, titles,
interest,estates and privileges intended to be assigned,delivered or inuring to the benefit of such
other Party in consummation of the conveyance contemplated hereby.
THIS PORTION INTENTIONALLY LEFT BLANK
•
-6-
3985584 Pages: 7 of 52
Steve Moreno Clerk 01:44 le and Recorder i2135 d County, CO
VIII NICAlthl:IftliknailliMitAilAillmi 111
IN WITNESS WHEREOF, the Parties have executed this Assignment on the date of the
acknowledgments hereto, but to be effective for all purposes as of the Effective Date.
BY:
DJ RESOURCES, LLC
Dave ,ehman
President and CEO
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing Assignment, Conveyance and Bill of Sale was acknowledged, signed and
subscribed before me this 30th day of August 2013, by David Lehman, President and CEO, DJ
Resources, LLC, who represented that he was duly authorized to execute the foregoing
instrument for the uses and purposes set forth therein.
WITNESS my hand and official seal. (-4Ai‘ )
Notary Public
My commissio expires: 6/
NANCY R. WEBER
NOTARY PUBLIC
STATE OF COLORADO
MY NOTARY 1001007/000612 BY:
" WHOM EXPIRES,JANUARY 16 2017 WHITING OIL AND GAS CORPORATION
td M. Se
ice Presid - and
STATE OF COLORADO )
)ss.
CITY AND COUNTY OF DENVER )
The foregoing Assignment, Conveyance and Bill of Sale was acknowledged, signed and
subscribed before me this 30th day of August 2013, by David M. Seery, Vice President — Land,
- 7 -
Whiting Oil and Gas Corporation, who represented that he was duly authorized to execute the
foregoing instrument for the uses and purposes set forth therein.
WITNESS my hand and official seal,
ntla
No Public
My commission expires: i t5 2-1)17
NANCY R.WEBER
NOTARY PUBLIC
STATE OF COLORADO
NOTARY 1O 6 19974000612
MY COMMISSION EXPIRES JANUARY 16,2017 Pages: 8 of 52
3985584 t�Itllll�lA Mx�.'Oi+4�'MaiTWA ;i ii�tlltltlhoun iJ�lY1 al
- 8-
w 8 8 I HMI .
BI 2. ' . 2 2 2 2 8; 0,
I i
, , i . • : , I , Hi: ; r
r ' i
At
a I i o
m
� D
8 4' 9 ' & F:� & R R' 9 9 fi $ Iii g
9
a
Q N L
9
:
W v W W'. W
HOIMIMUMMITIMPPiniffillinglith NIMNFIFFKAIMICRIFfi
W u W''• W W WIr Y W - Y.IY Y Y N N N M Y Y a a i N!N V O O'O M O W W W W W - v J J - - - - - C Ix Yii V f
I
n z ,:A _4 �k p: 1 C A °." Ili b' liiO?' s IC g tr 1F "� C }� G'. 4 4^
� 4
gI I I i
R tt
it! ! 3985584 Pages: 49 o. 52
12/25/N:rw 61:44 a��d R:cNd.,66.Recounty, co
ii�it ���lttaila berAt +�W�4ngini III
DJ RESOURCES, LLC
1600 BROADWAY, SUITE 1960 • DENVER, CO 80202 CHECK NO 0 0 5 7 81
ASSIGNMENT FILING FEE: T9N-R57W SECTION 18 & 19
MARATHON TO DJ RESOURCE, LLC $25
DJ RESOURCES, LLC TO WHITING $25
RECEIVED
JUN 0 2 2014
WELD COUNTY
COMMISSIONERS
-Q
RECEIPT DATE f � - a - /`i N° 87600
cu
o -o RECEIVED FROM bik ^ 1
v CD
o o ADDRESS
T m
cc) 2 O 9 hiv .+- no7 ia75 s oo . 00
-am
o ��✓Yyt 6
TD Y
U d C7 HOW PAID LO 3O (/;
Si
�7 81
, CASH
4 � iiay
i CHECK
Ka �: �c� BY q
t
Hello