HomeMy WebLinkAbout20141668.tiff 1
May 1, 2014
Board of County Commissioners of the County of Weld
1 150 O Street Bryan Cave LLP
Greeley, Colorado 80632 1700 Lincoln Street,Suite 4100
Denver,CO 80203-4541
Attention: Karla Ford Phone (303)861-7000
Fax (303)666-0200
Re: Weld County Leases-Noble to Kerr-McGee www.bryancave com
Ladies and Gentlemen:
Bryan Cave Offices
Enclosed are copies of the recorded Assignment, Bill of Sale and Conveyance, Atlanta
dated January 31, 2014 and made to be effective as of January 1, 2013, from Anadarko Boulder
Petroleum Corporation, Anadarko E&P Onshore LLC and Kerr-McGee Oil & Gas Charlotte
Onshore LP ("Kerr-McGee") to Noble Energy, Inc. ("Noble") (the "Assignment"), Chicago
pursuant to which Kerr-McGee assigned and transferred their interests in various leases Colorado Springs
from Weld County Board of County Commissioners. Under the terms of the Dallas
Denver
leases, Kerr-McGee was required to obtain your consent to assign and transfer these
Frankfurt
leases to Noble. The Weld County consent has been obtained by Kerr-McGee. Hamburg
Hong Kong
The Assignment should be placed in the lease files for the following leases: Irvine
Jefferson City
1. Lease to Amoco Production Company, recorded at Reception Kansas City
#1718197; London
2. Lease to Baker Oil Corporation, recorded at Reception #1865507; Los Angeles
New York
3. Lease to Nordic Petroleum Inc., recorded at Reception #1906406; Paris
4. Lease to W. G. Van Bobber, recorded at Reception#1933945; Phoenix
5. Lease to W. G. Van Bobber, recorded at Reception#1933943; and San Francisco
6. Lease to W. G. Van Bobber, recorded at Reception#193344. Shanghai
Singapore
Please date stamp the enclosed copy of this letter and return in the enclosed self-
waanington,DC
St Louis
addressed stamped envelope.
Bryan Cave
If you have any questions, please me at(303) 866-0411. Thank you for your International Consulting
A TRADE AND CUSTOMS CONSULTANCY
continued assistance with this process. www.bryancaveconsulting.com
Bangkok
Very truly yours, Jakarta
^ny/ � ,u RECEIVED Koala Lumpur
1
i1/;77 Manila
Deborah J. Thom W MAY 0 5 2014 Shanghai
Singapore
Legal Assistant
WELD COUNTY LEytl51-I
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Steve Moreno, Clerk and Recorder, Weld county, co
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ASSIGNMENT,BILL OF SALE AND CONVEYANCE
STATE OF COLORADO
COUNTY OF WELD §
This ASSIGNMENT,BILL OF SALE AND CONVEYANCE(this"Assignment")dated
January!j,2014,but made to be effective as of January 1,2013 at 12:01 a.m. local time where
the Assets (as defined below) are located (the "Effective Time"), is from ANADARKO
PETROLEUM CORPORATION, a Delaware corporation, ANADARKO E&P ONSHORE
LLC, a Delaware limited liability.company, and KERR-MCGEE OIL & GAS ONSHORE
LP, a Delaware limited partnership ("Kerr-McGee"), each with an office at 1099 IS`" Street,
Suite 1800, Denver, Colorado 80202 (collectively, the "Assignors"), to NOBLE ENERGY,
INC., a Delaware corporation, with an office at 1625 Broadway, Suite 2200, Denver, Colorado
80202 (the "Assignee"). The Assignors, on the one hand and the Assignee, on the other are at
times referred to herein individually as a"Party" and collectively as the"Parties." Capitalized
terms used herein but not otherwise defined shall have the meanings given such terms in the
Asset Exchange Agreement by and among the Assignors and the Assignee,among others,dated
October 18,2013 (the"Exchange Agreement").
ARTICLE I
ASSIGNMENT OF ASSETS
SECTION 1.01 Assignment of Assets. FOR AND IN CONSIDERATION of good
and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged,
the Assignors do, subject to the reservations set forth in this Assignment, hereby GRANT,
BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to the
Assignee all of the Assignors' right, title and interest (real, personal, mixed, contractual or
otherwise)in,to,under or derived from the following(but reserving,excepting and excluding,in
all such instances,the Anadarko Excluded Assets described in Section 1.03 of this Assignment)
(collectively,the"Assets"):
(a) (i) The oil and gas leases specifically described in Exhibit A-1 (All
Depths Area Preferential Right and Consent Leases) and A-3 (Dechant Leases),
insofar as such leases cover and relate to the lands specifically described in
Exhibit A-1 and A-3, respectively, as to all depths, together with all
Hydrocarbons produced therefrom after the Effective Time;
• (ii) The oil and gas leases specifically described in Exhibit A-2
(Limited Depths Area Preferential Right and Consent Leases), insofar as such
leases cover and relate to the lands specifically described in Exhibit A-2 as to the
subsurface depths described on Exhibit D (the"Target Interval") only, together
• with all Hydrocarbons produced therefrom after the Effective Time(the leasehold
interests described in clause (a)(i) and this clause (a)(ii) are herein called the
"Anadarko Leases");
(b) (i) The wells described in Exhibit B-1 (All Depths Area Preferential
Right and Consent Wells) and in Exhibit B-4, together with all Hydrocarbons
produced therefrom after the Effective Time;
(ii) The wells described in Exhibit B-2 (Limited Depths Area
Preferential Right and Consent Wells), together with all Hydrocarbons produced
therefrom after the Effective Time;and
(iii) The wells described in Exhibit B-3 (Flood Wells) together with all
Hydrocarbons produced therefrom after the Effective Time(the wells described in
clauses(b)(i),(b)(ii)and this(b)(iii)are herein called the"Anadarko Wells");
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Steve Moreno. Clerk and Recorder. Weld county CO
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(c) The Wellbore Rights under the oil and gas leases described in Exhibit C,
insofar and only insofar as such leases cover the lands specifically described therein and cover
lands within the Spacing Unit, limited to the depths covered by such Spacing Unit, for the
Anadarko Wells described in Sections 1.0I(b)(ii)and(iii);
(d) All equipment, machinery, improvements, fixtures, and other real,
personal and mixed property, operational and nonoperational, known or unknown, used or held
for use solely in connection with the Anadarko Wells, including well equipment, casing, rods,
tanks, boilers,buildings, tubing,pumps,motors, fixtures,machinery and other items used solely
•
in the operation or maintenance thereof;
(e) To the extent assignable, all surface leases, permits, rights-of-way,
• licenses, easements and other surface rights agreements used or held in connection with the
exploration and production of Hydrocarbons insofar and only insofar as they relate to the
Anadarko Wells(the"Anadarko Surface Agreements");
(f) All existing and effective unitization agreements, pooling agreements,
communitization agreements, unit operating agreements, and forced pooling or other orders,
insofar as they relate to the Anadarko Wells;and
(g) All Applicable Contracts, insofar as they relate to the properties and
interests described in Sections 1.01(a) through 1.01(f) of this Assignment (the contracts and
instruments described in Sections 1.01(e), 1.01(1)and 1.01(g)of this Assignment are referred to
as the"Anadarko Contracts");
(for clarity,(i)the Leases described on Exhibit A-3 were inadvertently described in Exhibit A to
that Assignment,Bill of Sale and Conveyance dated October 18,2013,from Assignee and Noble
Energy WyCo, as assignors, to Kerr-McGee, as assignee (the "Noble-APC Assignment -
Anadarko Area") (recorded October 21, 2013 as Reception No. 3972248 in the real property
records of Weld County, Colorado), (ii)although the Leases described on Exhibit A-3 were not
specifically described in Exhibit A to that Assignment, Bill of Sale and Conveyance dated
October 18, 2013, from Assignors, as assignors, to Assignee, as assignee (the "APC-Noble
Assignment-Noble All Depths Area") (recorded October 21, 2013 after the Noble-APC
Assignment-Anadarko Area was recorded as Reception No. 3972253 in the real property records
of Weld County, Colorado), the Leases described on Exhibit A-3 were covered by Section
1.01(a) of the APC-Noble Assignment-Noble All Depths Area (". . .and all other oil and gas
leases, insofar and only insofar as such leases cover lands inside the Anadarko Area") because
they cover lands within the Anadarko Arca (as described in Exhibit B to the APC-Noble
Assignment-Noble All Depths Area)and were therefore assigned back to Assignee by Assignors
by the APC-Noble Assignment-All Depths Area, and (iii) accordingly, the Leases described on
Exhibit A-3 are being included in this Assignment in order to clarify and confirm Assignee's
title thereto).
TO HAVE AND TO HOLD the Assets, together with all the rights, privileges, and
appurtenances thereto, unto the Assignee and its successors and assigns forever, subject to the
reservations,covenants,terms and conditions set forth herein.
SECTION 1.02 Retained Rights and Obligations. The execution and delivery of
this Assignment by the Assignors, and the execution and acceptance of this Assignment by the
Assignee, shall not operate to release or impair any surviving rights or obligations of the
Assignors or the Assignee under the Exchange Agreement.
SECTION 1.03 Anadarko Excluded Assets. Notwithstanding anything to the
contrary in this Assignment, the Assignors hereby RESERVE, EXCEPT AND RETAIN the
Anadarko Excluded Assets, all of which are excluded from the Assets conveyed hereunder, and
the Assignee shall have no interest in, to or under any Anadarko Excluded Asset. As used
herein,the term"Anadarko Excluded Assets"means:
(a) all or any portion of the oil and gas leases described in Exhibits A-1, A-2 or A-3
that is not described in Sections 1.01(a)of this Assignment;
(b) the Wellbore Rights associated with the other wells not described on Exhibit B-1,
B-2, B-3 or BB=4 in the oil and gas leases described in Exhibits A-1, A-2 or C, insofar as such
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Steve Moreno, C1t,, and Recorder. Weld County, CO
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leases cover lands within the Spacing Unit for such other wells,limited to the depths covered by
such Spacing Unit,for such other wells;
(c) all mineral fee interests and all surface fee interests inside the Anadarko Area and
all rights incident thereto; and all office leases, office buildings, and leases of parcels used as
yards;
(d) all royalties, overriding royalties, net profits interests, production payments or
similar payment rights upon, measured by or payable out of production, including any related
accounting and reporting obligations, held by the Assignors in or under any lands, wherever
situated, including the lands covered by the Anadarko Leases or other leases or lands with which
the Anadarko Leases may have been pooled or unitized, whether located inside or outside of the
Noble Area, and all royalties, overriding royalties, net profits interests, production payments or
similar payment rights upon, measured by or payable out of production, including any related
accounting and reporting obligations, under Anadarko Leases with respect to which the
Assignors or one of their Affiliates is the lessor;
(e) any trade credits, accounts receivable or other income or revenues accruing or
attributable to the Assets with respect to periods prior to the Effective Time;
(f) all production of Hydrocarbons from or attributable to the Assets with respect to
periods prior to the Effective Time and all proceeds attributable thereto;
(g) any refund of, or credits or loss carry forwards with respect to (i)costs, Taxes or
expenses borne by Assignors or Assignors' predecessors in title to the Assets attributable to
periods prior to the Effective Time or for which Assignors are otherwise responsible pursuant to
the Exchange Agreement and (ii)any costs, Taxes or expenses attributable to the Anadarko
Excluded Assets;
(h) any claims and causes of action of the Assignors arising under or with respect to
any Anadarko Contracts that are attributable to periods of time prior to the Effective Time,
including claims for adjustments or refunds, except to the extent included in the Assumed
Obligations — Anadarko Assets, and any and all proceeds from the settlements of contract
disputes with purchasers of Hydrocarbons from the Assets, including settlement of disputes,
insofar as said proceeds are attributable to periods prior to the Effective Time;
(i) subject to the Limited Release and Settlement, the right to exercise any audit
rights under operating agreements or other agreements or state Law relating to the Assets with
respect to periods prior to the Effective Time;
(j) all rights and interests of the Assignors (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 prior to the Effective Time;
(k) any claims and causes of action against Third Parties related to matters for which
the Assignors indemnify the Assignee under Section 12.03 of the Exchange Agreement;
(I) all Cygnet, SCADA and similar communication and control equipment and
facilities;
(m) all vehicles and other rolling stock;
(n) all information,communications and work-product covered by the attomey-client
or attorney work-product privileges or other legal privilege,excluding title opinions;
(o) all seismic, geophysical, geochemical, and interpretative data and information
related to the Assets or the Anadarko Excluded Assets, whether owned by the Assignors or
licensed from Third Parties("Seismic Data");
(p) (i) all corporate, £mancial, Tax and legal data and records of the Assignors that
relate to the Assignors' business other than those directly related to the ownership and operation
of the Assets, (ii)any data and records (other than Seismic Data) to the extent disclosure or
transfer is prohibited or subjected to payment of a fee or other consideration and for which no
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consent to transfer has been received or for which the Assignee has not agreed in writing to pay
the fee or other consideration,as applicable, (iii)any data and records constituting or relating to
the Anadarko Excluded Assets, and (iv)records and information that the Assignors reasonably
consider proprietary or confidential (including employee information, internal valuation data,
business plans, reserve reports, business studies, and transaction proposals and related
correspondence);
(q) the Assignors' intellectual property, including proprietary computer software,
computer software licensed from Third Parties, patents, pending patent applications, trade
secrets,copyrights,names,marks and logos;
(r) the Assignors' right, title and interest in the Anadarko Surface Agreements and
other easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use
agreements, and similar rights, obligations and interests, in each case, to the extent they are
attributable and allocable to rights and interests retained by the Assignors;
(s) except suspense accounts paid to the Assignee pursuant to Section 11.05 of the
Exchange Agreement, all deposits, cash, checks in process of collection, cash equivalents,
accounts and notes receivable and other funds attributable to any periods prior to the Effective
Time,and security or other deposits made with Third Parties prior to the Effective Time;
(t) all swap,futures,or derivative contracts backed by or related to the Assets or any
other assets of the Assignors;
(u) any equipment,materials,spare parts, tools and other personal property that may
have been previously used or is being held for use on the Anadarko Leases but that are presently
stored or warehoused at an Assignor or Third Party site not located on the Assets;
(v) all reserve reports prepared by the Assignors or any of their consultants and all
reserve reporting and classification information and supporting materials with respect to the
Assignors' determination or reporting of its reserves;
(w) all (i) salt water disposal and injection wells and facilities owned by the
Assignors,(ii)gathering lines and facilities and pipelines(whether or not used for Hydrocarbons
produced from the Assets), (iii) equipment and other facilities owned by the Assignors located
within the Anadarko Area that are not associated with or used in connection with the Assets and
(iv) water wells and any assets associated with the Assignors' water distribution or handling
systems located within the Anadarko Area;
(x) all rig and service contracts and all master service agreements;and
(y) all agreements between the Assignors and any Affiliates of the Assignors,
including any Hydrocarbon gathering, treatment, processing, storage, transportation or sales
contracts (other than the Anadarko Material Contracts) and the agreements set forth on
Schedule 7.08 of the Exchange Agreement.
ARTICLE II
SPECIAL WARRANTY AND DISCLAIMERS
SECTION 2.01 Special Warranty of Title. The Assignors hereby warrant and
agree to defend Assignee against every Person whomsoever lawfully claiming or to claim an
interest in any Anadarko Lease or Anadarko Well included in the Assets by, through or under
Assignors, which claim, if successful,would constitute a Title Defect that causes Assignors not
to have Defensible Title to such Anadarko Lease or Anadarko Well.
SECTION 2.02 Subrogation. The Assignors hereby assign to the Assignee all
rights, claims and causes of action under title warranties given or made by the Assignors'
predecessors in interest with respect to the Assets,and the Assignee is specifically subrogated to
all rights which the Assignors may have against such predecessors in interest with respect to the
Assets, to the extent that the Assignors may legally transfer such rights and grant such
subrogation. - -
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Steve Moreno, Clerk and Recorder, Weld County, CO
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SECTION 2.03 Disclaimers of Warranties and Representations.
(a) THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY
APPLICABLE LAW TO BE OPERATIVE, TILE DISCLAIMERS OF WARRANTIES
CONTAINED IN THIS SECTION 2.03 ARE "CONSPICUOUS" DISCLAIMERS FOR
THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. WITHOUT
LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING
SENTENCE,THE ASSIGNORS EXPRESSLY DISCLAIM AND NEGATE AS TO THE
PERSONAL PROPERTY ASSIGNED HEREUNDER (I) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY; (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 THE ASSIGNEE UNDER APPLICABLE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION; AND (V) ANY CLAIM
BY THE ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS IN ANY PERSONAL
PROPERTY INCLUDED WITHIN SUCH ASSETS, WHETHER KNOWN OR
UNKNOWN,IT BEING EXPRESSLY UNDERSTOOD BY THE ASSIGNEE THAT THE
PERSONAL PROPERTY ASSIGNED HEREUNDER IS IN EACH CASE BEING
CONVEYED "AS IS," "WHERE IS," WITH ALL FAULTS AND IN ITS PRESENT
CONDITION AND STATE OF REPAIR.
(6) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN
ARTICLE 7 OF THE EXCHANGE AGREEMENT OR THE SPECIAL WARRANTY OF
TITLE SET FORTH IN THIS ASSIGNMENT, (A) THE ASSIGNORS MAKE NO, AND
EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS OR WARRANTIES,
EXPRESS, STATUTORY OR IMPLIED, AND (B) THE ASSIGNORS EXPRESSLY
DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR
INFORMATION MADE OR COMMUNICATED(ORALLY OR IN WRITING)TO THE
ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES,AGENTS, CONSULTANTS
OR REPRESENTATIVES(INCLUDING ANY OPINION,INFORMATION OR ADVICE
THAT MAY HAVE BEEN PROVIDED TO THE ASSIGNEE BY ANY PERSON).
(c) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN
ARTICLE 7 OF THE EXCHANGE AGREEMENT OR IN THIS ASSIGNMENT,
WITHOUT LIMITING THE GENERALITY OF CLAUSE (b) ABOVE, THE
ASSIGNORS MAKE NO AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, AS TO
(i) TITLE TO ANY OF THE ASSETS, (ii) THE CONTENTS, CHARACTER OR
NATURE OF ANY REPORT OF' ANY PETROLEUM ENGINEERING CONSULTANT,
OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING
TO THE ASSETS, (iii) THE QUANTITY, QUALITY OR RECOVERABILITY OF
HYDROCARBONS IN OR FROM THE ASSETS, (iv)ANY ESTIMATES OF THE
VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS,
(v)THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS OR
WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES,
(vi)THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY,
DESIGN OR MARKETABILITY OF THE ASSETS, (vii) THE CONTENT,
CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS,
BROCHURES, CHARTS OR STATEMENTS (INCLUDING FINANCIAL
STATEMENTS) PREPARED BY THE ASSIGNORS OR THIRD PARTIES WITH
RESPECT TO THE ASSETS, (viii)ANY OTHER MATERIALS OR INFORMATION
THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE
ASSIGNEE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE EXCHANGE AGREEMENT OR ANY DISCUSSION OR PRESENTATION
RELATING THERETO, OR (ix) ANY IMPLIED OR EXPRESS WARRANTY OF
FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. THE ASSIGNORS
EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY AS TO
WHETHER ANY ASSET, OR THE PRODUCTION THEREFROM, IS DEDICATED
FOR GATHERING, PROCESSING OR PURCHASING TO DCP MIDSTREAM LLC,
OR ITS AFFILIATES OR PREDECESSORS OR SUCCESSORS IN INTEREST UNDER
ANY ANADARKO CONTRACT.
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(D) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN
SECTION 7.06 OF THE EXCHANGE AGREEMENT, THE ASSIGNORS HAVE NOT
AND WILL NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATION
OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO
ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF
HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE
ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY,
NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER
ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS
ASSIGNMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A
REPRESENTATION OR WARRANTY, AND THE ASSIGNEE SHALL BE DEEMED
TO BE TAKING THE ASSETS "AS IS" AND "WHERE IS" FOR PURPOSES OF
THEIR ENVIRONMENTAL CONDITION.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Defined Terms. When used in this Assignment, the following
terms have the respective meanings set forth in this Section 3.01:
(a) "Hydrocarbons" means all oil, gas, natural gas liquids and other hydrocarbons
and products produced in association therewith.
(b) "Spacing Unit" has the meaning defined by state-wide or field-wide, as
applicable,rules or orders of the Colorado Oil and Gas Conservation Commission.
(c) "We06ore Rights" means the leasehold rights in all leases within the Spacing
Unit for a well, insofar and only insofar as such leasehold rights entitle the owner thereof to
Hydrocarbons produced from such well and to conduct and participate in operations with respect
to such well and to any pooling rights associated therewith.
SECTION 3.02 Assignment Subject to Exchange Agreement. This Assignment is
executed and delivered pursuant to the terms of Exchange Agreement and is specifically made
subject to the terms, conditions, and covenants contained therein, a copy of which can be
obtained from the Assignee at the above referenced address. The terms and conditions of the
Exchange Agreement are incorporated herein by reference,and in the event of a conflict between
the provisions of the Exchange Agreement and this Assignment,the provisions of the Exchange
Agreement shall control. The Assignee, subject in each case to the terms of the Exchange
Agreement, assumes and agrees to fulfill, perform pay and discharge (or cause to be fulfilled,
performed paid or discharged) all of the Assumed Obligations — Anadarko Assets. The
provisions of the Exchange Agreement, and any other agreements, certificates or instruments
executed or delivered in connection therewith, shall not be deemed to have merged into this
Assignment and shall survive the execution and delivery of this Assignment according to their
terms.
SECTION 3.03 Governing Law. THIS ASSIGNMENT AND THE LEGAL
RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD PERMIT OR
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY
CLAIM, COUNTERCLAIM, DEMAND, CAUSE OF ACTION, DISPUTE, OR ANY OTHER
CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS
ASSIGNMENT OR TO THE SUBJECT MATTER OF THIS ASSIGNMENT OR TO ANY
RELATIONSHIP CREATED HEREBY SHALL BE RESOLVED PURSUANT TO SECTION
13.11 OF THE EXCHANGE AGREEMENT.
SECTION 3.04 Further Assurances. The Assignors and the Assignee agree that,
from time to time, each of them will execute, acknowledge and deliver all such further
instruments of conveyance and transfer and take such other actions as may be reasonably
requested by the other Parties for carrying out the purposes of the transactions contemplated by
this Assignment. 3994455 Pages: 6 of 31
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Steve Marano, Clerk and Recorder, Weld County, CO
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16679615
SECTION 3.05 Compliance with Laws. This Assignment is made subject to all
applicable Laws that are promulgated, issued or enacted by a Governmental Authority having
jurisdiction.
SECTION 3.06 Successors and Assigns. This Assignment shall be binding upon,
and shall inure to the benefit of,the Parties and their respective successors and assigns, and the
terms,covenants and conditions of this Assignment are covenants running with the land and with
each subsequent transfer or assignment of the Assets or any part thereof,and in the event that the
Assignee conveys all or a part of the Assets,the Assignee shall remain liable to the Assignors for
the Assignee's indemnification obligations hereunder and under the Exchange Agreement
notwithstanding any such assignment.
SECTION 3.07 Governmental Authority Forms of Assignment. Separate
assignments of the Anadarko Leases may be executed on officially approved forms by the
Assignors to the Assignee in sufficient counterparts to satisfy applicable statutory and regulatory
requirements. Those assignments shall be deemed to contain all of the exceptions, reservations,
rights,titles,powers and privileges, covenants and warranties 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 interests conveyed herein.
SECTION 3.08 Exhibits. Reference is made to the Exhibits attached hereto
and made a part hereof for all purposes. References in such Exhibits to instruments on file in the
public records are made for all purposes.
SECTION 3.09 Counterparts. This Assignment may be executed 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. To facilitate recordation or filing of this
Assignment, each counterpart filed with a county or state agency or office may contain only
those portions of the Exhibits to this Assignment that describe property under the jurisdiction of
that agency or office. Complete copies of this Assignment containing the entire Exhibits have
been retained by the Assignors and the Assignee.
[Signature Pages Follow]
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1667963 5
IN WITNESS WHEREOF, this Assignment is executed as of the dates of the
acknowledgments below but shall be effective for all purposes as of the Effective Time.
ASSIGNORS:
ANA ARKO PETROLEUM CORPORATION
By: A �
Michael A.Nixson
Attorney-in-Fact
ACKNOWLEDGEMENT
State of Colorado
County of Denver
The foregoing instrument was acknowledged before me this 3 day of January,2014,by
Michael A. Nixson as Attorney-in-Fact of Anadarko Petroleum Corporation, a Delaware
corporation,on behalf of the corporation.
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Notary Public AEI
t Printed Name: 6 e+b A A . i eck.
Commission No. 0094O3G911S
BETH A.BECK
My commission expires: !l /(a I dO}17 NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20094036978
MY COMMISSION EXPIRES 11H212017
ANADARKO E&P ONSHORE LLC
By: & (
Michael A.Nixson
Attorney-in-Fact P4t
ACKNOWLEDGEMENT
State of Colorado
}
County of Denver }
The foregoing instrument was acknowledged before me this 3_1_day of January,2014,by
Michael A. Nixson as Attorney-in-Fact of Anadarko E&P Onshore LLC, a Delaware limited
liability company,on behalf of the company.
231,1-iti G( . 13.V J;
Notary Public �'
Printed Name: t2jof-Ip A , �3 erk
Commission No. aoogga3 4978
My commission expires: (I I I 12.0(l] BETH A.BECK
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20094036918
MY COMMISSION EXPIRES 11/12/2017
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IIIINIlcinfiiirh6l'Mll'W+F;�ILVI �Li�F6k;liikk0 �IIII
16699635
KERR-MCGEE OIL& GAS ONSHORE LP
By: -Q
Michael A.Nixson `114C'
Attorney-in-Fact
ACKNOWLEDGEMENT
State of Colorado
}
County of Denver }
The foregoing instrument was acknowledged before me this 3/srday of January,2014,by
Michael A. Nixson as Attorney-in-Fact of Kerr-McGee Oil & Gas Onshore LP, a Delaware
limited partnership,on behalf of the limited partnership.
/ ^w6/I A .Notary Public A Printed Name: 81-1-I, A , A tc k
Commission No. g.00 91/03 4975
BETH A.BECK
My commission expires: // /(2 f RD I r( NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20094036978
MY COMMISSION EXPIRES 11/12/2017
3994455 Pages: 9 of 31
02/05/2014 03:34 PM R Fee'5161.00
Steve Moreno. iter`��k�;r+ :hlstrti�lhficililIIIII
1667963.5
ASSIGNEE:
NOBLE ENERGY NC.
By:
Joseph H. rot
Senior Lan g and Attorney-in-Fact
ACKNOWLEDGEMENT
State of Colorado
}
County of Denver
The foregoing instrument was acknowledged before me on this IL day of January,2014,
by Joseph H. Lorenzo as Senior Land Manager and Attorney-in-Fact of Noble Energy, Inc., a
Delaware corporation,on behalf of the corporation.
Notary P blic
Printed Name: t'l Jas(i)
Commission No. 9-0101-0L7(S*
My commission expires: A Ue trat e� «iL
J ANNAJASIN
ti ryOTARY R LO �..
STATE OF COLORADO ^^iN5
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3994455 a�sR Rettfllel.00_� �11al„ II'
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16679635
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