HomeMy WebLinkAbout20143653.tiff \\1/4)c)
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Total Pages: 38 Rec Fee: $196.00
Steve Moreno - Clerk and Recorder, Weld County, CO
ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE (this "Assignment"), is made and delivered on
this 1st day of July, 2014(the"Closing Date"), but effective for all purposes as of 7:00 a.m. Rocky
Mountain Daylight Saving Time on December 1, 2013 (the "Effective Time"), by and from
Whitewing Resources, LLC and the Estate of H.L.Willett(collectively, "Assignor"),whose address
is 518 17th Street, Suite 250, Denver, Colorado 80202 and Flight Resources, LLC, a Colorado
limited liability company ("Assignee"), whose address is 1801 Broadway, Suite 500, Denver,
Colorado 80202.
For the consideration provided in that certain Purchase and Sale Agreement between
Assignor and Assignee, dated March 20, 2014 (the "PSA"), including, without limitation, the
allocations, assumptions, undertakings, indemnities, and obligations made therein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignor hereby SELLS, CONVEYS, ASSIGNS, TRANSFERS, AND DELIVERS unto Assignee
all of Assignor's right, title, and interest in and to the following properties (collectively, such
interests in items(a)though (j), hereinafter referred to as the"Properties"):
(a) Leases. The oil,gas and mineral leases, as described in Exhibit B attached hereto
and made a part hereof, including Assignor's operating rights, working interests, and net revenue
interests in said leases,whether producing or non-producing (the"Leases");
(b) Wells. The producing, non-producing and shut-in oil and gas wells, including the
working interests and net revenue interests in said wells, and salt water disposal wells, and
injection wells, located on the Leases or lands pooled and/or unitized therewith, as described on
Exhibit A(the"Wells");
(c) Equipment. All tangible personal property, equipment, fixtures, facilities, and
improvements located on the lands covered by the Leases or on lands pooled and/or unitized
therewith and owned for the production, treating, storing, transportation, or marketing of oil, gas,
and other Hydrocarbons from the Leases, including,without limitation,well heads, casing,tubing,
tanks, pumps, compressors, boilers, separators, and other appurtenances("Equipment");
(d) Pooling and Unitization Agreements. All presently existing unitization, pooling
and/or communitization agreements, declarations or designations and statutorily, judicially or
administratively created drilling, spacing and/or production units, whether recorded or
unrecorded, insofar as the same are attributable or allocated to the Leases, and all of the
Properties covered or units created thereby insofar as the Leases are committed thereto and/or
governed thereby;
(e) Contracts. All presently existing and valid Contracts and any other contracts,
agreements, and instruments insofar as the agreements mentioned in this item (e) cover or are
attributable to or relate to the Leases, or any interests pooled or unitized therewith. "Material
Contracts" mean those contracts which have a material economic impact on the ownership or
operation of the Properties;
(f) Permits. All environmental and other governmental (whether federal, state, tribal
or local) permits, licenses, orders, or authorizations, franchises and related instruments or rights
relating to the ownership, operation or use of the interests, Wells, Equipment, Hydrocarbons,
Easements and Surface Agreements (collectively, the"Permits");
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(g) Hydrocarbons. The oil, gas, and other hydrocarbons (including natural gas,
casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, crude oil, and
other hydrocarbons, whether gaseous or liquid) produced or severed on or after the Effective
Time from, and which are attributable to, the Leases (the "Hydrocarbons");
(h) Easements. All easements, permits, licenses, servitudes, rights of way, surface
use agreements, and all other rights and appurtenances situated on or used in connection with
the Leases (Easements"); and
(i) Records. Originals of all lease records, well records, and division order records;
well files, title records(including abstracts of title, title opinions and memoranda, and title curative
documents related to the Leases) to the extent any of same are in the possession of Assignor,
including, but not limited to, lease files, land files, well files, division order files, abstracts,title files,
and other similar information (collectively, the "Records").
(j) Omissions and Errors. Subject to the reservations and conditions herein
contained, including subsection (k), below, the Properties are intended to include, all of Assignor's
right, title, and interest, effective from and after the Effective Time, in and to the Properties,
regardless of the omission of any Lease, Well or other property, errors in description, any
incorrect or misspelled names or any transcribed or incorrect recording references, and that the
Parties will take all such actions as are reasonably necessary to effect such sale, transfer and
conveyance at the time of Closing.
(k) Excluded Assets. Notwithstanding the foregoing or anything in this Assignment to
the contrary, the Properties shall not include, and there is excepted, reserved and excluded from
the purchase and sale under the PSA and this Assignment all royalties and overriding royalty
interest in the Wells, Leases and other portions of the Properties. In the event a royalty or
overriding royalty is included in the calculation or determination of a "net revenue interest" under
any Lease or Well, a is the intent of the Assignor and Assignee to exclude such royalty or
overriding royalty from Assignor's interest.
TO HAVE AND TO HOLD forever all and singular the Properties together with all rights,
titles, interests, estates, remedies, powers, and privileges thereunto appertaining unto Assignee
and Assignee's successors and assigns, subject however to the terms and conditions of this
Assignment.
Assignor hereby agrees to warrant and defend all and singular title to the Properties unto
Assignee and Assignee's successors and assigns free and clear of all liens, encumbrances,
judgments of every person whomsoever lawfully claiming by, through or under Assignor, but not
otherwise.
For the consideration stated above, Assignor and Assignee agree as follows:
(i) This Assignment is being delivered in connection with and is made expressly
subject to all of the terms, conditions, and provisions of the PSA. Capitalized terms not defined
herein shall have the meaning set forth in the PSA. The PSA shall survive the execution and
delivery of this Assignment in accordance with its terms and provisions, and such terms and
provisions shall not be merged herein. In the event of any inconsistency or conflict between any
term or provision of this Assignment and any term or provision of the PSA, the term or provision of
the PSA shall control.
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(ii) In addition to this Assignment,Assignor shall execute,acknowledge,and deliver to
Assignee, in a timely manner and without further consideration, any documents or instruments
that Assignee may reasonably require in order to more fully and effectively carry out the intent
hereof or of the PSA, including, without limitation, further assignments or conveyances required
by any state or federal authority, deeds, and consents to further evidence the assignment and
conveyance of the Properties by Assignor to Assignee.
(iii) This Assignment may be executed in several original counterparts, all of which are
identical except that to facilitate filing and recording, counterparts may be filed and recorded,with
the Exhibit B for each such counterpart Assignment including only the Leases within such county.
Every counterpart of this Assignment shall be deemed to be an original for all purposes, and all
such counterparts together shall constitute one and the same instrument.
(iv) Assignor and Assignee may execute separate governmental forms of assignment
• of the Properties on officially approved forms to satisfy applicable statutory and regulatory
requirements. Those forms shall be deemed to contain all of the exceptions, reservations,
warranties, rights, and privileges set forth herein, as if they were set forth in each such
assignment.
IN WITNESS WHEREOF,the undersigned have caused this instrument to be executed by
its duly authorized undersigned officer, effective for all purposes as of the Effective Time.
Assignor: Assignee:
Whitewing Resources, LLC by the Estate of H.L. Willett, its Flight Resources, LLC
Sole Manager
By:
Bya7d nn ,,/��/S Title:
BoO Ryan Wifiett, Jr., Co-Personal
Representative v of The Estate of Harry L. Willett
By: `� Gee (
Louise W. Curtis, Co-Personal
Representative of The Estate of Harry L. Willett
The Estate of Harry L. Willett��// �/
By:t /�� 7/.i/�f/v
Boy yan Will Jr., Co-Personal
Representative of The Estate of Harry L. Willett
By:
Louise W. Curtis, Co-Personal
Representative of The Estate of Harry L. Will L. Willett
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(ii) In addition to this Assignment, Assignor shall execute,acknowledge, and deliver to
Assignee, in a timely manner and without further consideration, any documents or instruments
that Assignee may reasonably require in order to more fully and effectively carry out the intent
hereof or of the PSA, including, without limitation, further assignments or conveyances required
by any state or federal authority, deeds, and consents to further evidence the assignment and
conveyance of the Properties by Assignor to Assignee.
(iii) This Assignment may be executed in several original counterparts, all of which are
identical except that to facilitate filing and recording, counterparts may be filed and recorded, with
the Exhibit B for each such counterpart Assignment including only the Leases within such county.
Every counterpart of this Assignment shall be deemed to be an original for all purposes, and all
such counterparts together shall constitute one and the same instrument.
(iv) Assignor and Assignee may execute separate governmental forms of assignment
of the Properties on officially approved forms to satisfy applicable statutory and regulatory
requirements. Those forms shall be deemed to contain all of the exceptions, reservations,
warranties, rights, and privileges set forth herein, as if they were set forth in each such
assignment.
IN WITNESS WHEREOF,the undersigned have caused this instrument to be executed by
its duly authorized undersigned officer, effective for all purposes as of the Effective Time.
Assignor: Assignee:
Whitewing Resources, LLC by the Estate of H.L. Willett, its Flight Resources, LLC
Sole Manager
By:
Titl nr^ppNp REVAC
By: br��GG����'RCJygI n[,q ri,
Boyd Ryan Willett, Jr., Co-Personal VAHAN R
Representative of The Estate of Harry L. Willett
By:
Louise W. Curtis, Co-Personal
Representative of The Estate of Harry L. Willett
The Estate of Harry L. Willett
By:
Boyd Ryan Willett, Jr., Co-Personal
Representative of The Estate of Harry L. Willett
By:
Louise W. Curtis, Co-Personal
Representative of The Estate of Harry L. Will L. Willett
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ACKNOWLEDGEMENTS
STATE OF Cobrciob )
temp
COUNTY OF Lgllp )
This instrument was signed and acknowledged before me on this 1 day of July, 2014, by
Boyd Ryan Willett, Jr., in his capacity as Co-Personal Representative of The Estate of Harry L.
Willett and in his capacity as the Co-Personal Representative of The Estate of Harry L. Willett,
the sole manager of Whitewing Resources, LLC, a Colorado limited liability company,for and on
behalf of the Estate an. `.% pany.
—1,01\ E./74'‘‘‘
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COUNTY OF )
This instrument was signed and acknowledged before me on this 1 day of July, 2014, by
Louis W. Curtis, in her capacity as Co-Personal Representative of The Estate of Harry L. Willett
and in his capacity as the Co-Personal Representative of The Estate of Harry L.Willett, the sole
manager of Whitewing Resources, LLC,a Colorado limited liability company,for and on behalf of
the Estate and such company. ^�7 ,
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M.y 1,2017Commission# 1,-910
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This instrument was signed and acknowledged before me on this _ day of
, 2014, by of Flight Resources, LLC, a
Colorado limited liability company, for and on behalf of such company.
(Seal)
Notary Public
My Commission Expires:
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Page 6 of 38
ACKNOWLEDGEMENTS
STATE OF )
)ss:
COUNTY OF )
This instrument was signed and acknowledged before me on this 1 day of July, 2014, by
Boyd Ryan Willett, Jr., in his capacity as Co-Personal Representative of The Estate of Harry L.
Willett and in his capacity as the Co-Personal Representative of The Estate of Harry L. Willett,
the sole manager of Whitewing Resources, LLC, a Colorado limited liability company, for and on
behalf of the Estate and such company.
(Seal)
Notary Public
My Commission Expires:
Commission #
STATE OF )
)ss:
COUNTY OF )
This instrument was signed and acknowledged before me on this 1 day of July, 2014, by
• Louis W. Curtis, in her capacity as Co-Personal Representative of The Estate of Harry L. Willett
and in his capacity as the Co-Personal Representative of The Estate of Harry L. Willett, the sole
manager of Whitewing Resources, LLC, a Colorado limited liability company, for and on behalf of
the Estate and such company.
(Seal)
Notary Public
My Commission Expires:
Commission#
STATE OF 4yMttrc 41.sx-t )
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COUNTY OF4vttt jLe e1$ 4
This instrument was si ned and acknowledged before me on this day of
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C :ado limited liability cons any nd on behalf of such co�pah
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