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Steve Moreno , Clerk and Recorder , Weld County . CO Execution Version
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CONVEYANCE
This Conveyance (the "Conveyance") from Marathon Oil Company, an Ohio corporation
("Grantor"), to DJ Resources, LLC, a Delaware limited liability company ("Grantee"), is
executed on June 30, 2013 (the "Execution Date") "), but effective as of January 1 , 2013 (the
"Effective Date"). Capitalized terms used but not defined herein shall have the respective
meanings set forth in that certain Purchase and Sale Agreement (the "PSA"), dated as of April
30, 2013, between Grantor and Grantee.
ARTICLE 1
CONVEYANCE OF OIL AND GAS INTERESTS AND ASSETS
Section 1 . 1 Conveyance. Grantor, for and in consideration of ten dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby grants, bargains, sells, assigns and conveys unto Grantee, and Grantee
hereby accepts from Grantor, one hundred percent of Grantors' right, title and interest in and to
the following (collectively the "Assets"):
(a) Leases. The Hydrocarbon leases listed on Exhibit A, limited to the interests in
such leases that are specified in (the "Leases"), including all royalties and
overriding royalties. For the purpose of this Conveyance, "Hydrocarbons"
means all oil, gas, casinghead gas, condensate, distillate and other liquid and
gaseous hydrocarbons of every kind or description or combination thereof.
(b) Wells. All oil, gas, water, or monitor wells located on the Leases or the Units,
including the interests in the wells listed on Exhibit B (the "Wells").
(c) Units. All pooled, communitized, or unitized acreage which includes all or any
part of the Leases (the "Units", such Units which are listed on Exhibit C), and all
tenements, hereditaments, and appurtenances belonging to the Leases and Units.
(d) Facilities. All facilities, infrastructure, central processing facilities, equipment,
pipe, and other personal property (excepting and reserving any hydrocarbons
stored in stock tanks, pipelines or other storage as of January 1, 2013) located on
the Leases or used or held for use in connection with the exploration,
development, or operation of the Leases or Wells or the production, treatment,
storage, compression, processing, sale, marketing, or transportation of
hydrocarbons from the Leases and Wells, including the equipment described on
Exhibit D, attached hereto (subject to such exclusion, collectively, the "Facilities"
and, together with the Leases, the Wells, and the Units, the "Properties").
(c) Easements. All surface fee interests, easements, servitudes, rights-of-way, surface
leases, and other surface rights or interests appurtenant to, to the extent used or
held for use in connection with, the Properties, including those set forth in Exhibit
D hereto.
(f) Hydrocarbons. All Hydrocarbons within, produced from or attributable to the
Properties from and including the Effective Date, and all proceeds or accounts
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receivable resulting from the sale of any such Hydrocarbons, but excluding all
inventories of Hydrocarbons (i.e., those Hydrocarbons stored in stock tanks,
pipelines or other storage) located on the Properties as of the Effective Date and
all proceeds or accounts receivable resulting from the sale of any such
Hydrocarbons;
(g) Contracts. The contracts to which Assignor is a party and by which the Assets are
bound or subject, limited, in each case, to the extent that such contracts are used
in connection with,or relate to,the Properties,and are transferable;
(h) Permits. To the extent transferable (with consent, if applicable), all Permits, any
variances or waivers related thereto and applications therefor to the extent relating
to the Properties.
(i) Indemnities. To the extent transferable (with consent, if applicable), all right to
indemnities and releases from third parties to the extent relating to the Properties.
TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever,
subject,however,to the terms and conditions of this Conveyance.
Section 1.2 Special Warranty and Disclaimer.
(a) Grantor hereby warrants title to the Assets, subject to, and other than, the
Permitted Encumbrances, unto Grantee, its successors and assigns, against all
persons claiming or to claim the same or any part thereof, by, through or under
Grantor. Except as provided in the preceding sentence, Grantor makes no, and
expressly disclaims and negates any, warranty or representation, express, implied,
statutory or otherwise,with respect to Grantor's right,title or interest to any of the
Assets. The foregoing notwithstanding, Grantor hereby assigns to Grantee all
rights, claims and causes of action under title warranties given or made by
Grantor's predecessors in interest and Grantee is specifically subrogated to all
rights which Grantor may have against such predecessors in interest (other than
Affiliates of Grantor)with respect to the Assets, to the extent Grantor may legally
transfer such rights and grant such subrogation.
(b) Grantee has reviewed and had access to all contracts, documents, records,
and information that it desired to review in connection with its decision to
enter into the PSA, and to consummate the transactions contemplated
thereby. Grantee has not relied upon any representation, warranty,
statement, advice, document, projection, or other information of any type
provided by Grantor, or its Affiliates, or any of their Representatives, except
for the representations and warranties of Grantor set forth in the PSA and
Section 1.2(a). In deciding to enter into the PSA, and to consummate the
transactions contemplated thereby, Grantee relied solely upon its own
knowledge, investigation, and analysis (and that of its Representatives) and
not on any disclosure or representation made by, or any duty to disclose on
the part of, Grantor or its Affiliates, or any of their Representatives, other
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than the representations and warranties of Grantor set forth in the PSA and
Section 1.2(a).
(c) The Assets are being conveyed and assigned to and accepted by Grantee in
their "as is, where is" condition and state of repair, and with all faults and
defects, without, subject to the exception below, any representation,
warranty, or covenant of any kind or nature, express, implied, or statutory,
including warranties of marketability, quality, condition, conformity to
samples,merchantability,or fitness for a particular purpose, all of which are
expressly disclaimed by Grantor and waived by Grantee. Grantee recognizes
that the Assets have been used for oil and gas drilling, production,gathering,
pipeline,transportation,storage,and related operations. Physical changes in
the Assets and in the lands included therein may have occurred as a result of
such uses. The Assets also may include buried pipelines and other
equipment, the locations of which may not be known by Grantor or readily
apparent by a physical inspection of the Assets. It is understood and agreed
that Grantee has inspected (or waived its right to inspect) the leases,
equipment, pipelines, and the associated premises included in the Assets and
satisfied itself as to their physical and environmental condition, both surface
and subsurface, and that Grantee accepts all of the same in their "as is,
where is" condition and state of repair, and with all faults and defects,
including the presence of naturally occurring radioactive material and man-
made material fibers, subject to the representations and warranties of
Grantor set forth in Section 1.2(a).
(d) Any and all duties and obligations which either Grantor or Grantee may
have to the other with respect to or in connection with the Assets,the PSA,or
the transactions contemplated thereby are limited to those in the PSA and
this Conveyance. Grantor and Grantee do not intend (1) that the duties or
obligations of any party hereto, or the rights of any such party, shall be
expanded beyond the terms of the PSA (or this Conveyance) on the basis of
any legal or equitable principle or on any other basis whatsoever or (ii) that
any equitable or legal principle or any implied obligation of good faith or fair
dealing or any other matter requires any such party to incur, suffer, or
perform any act, condition, or obligation contrary to the terms of the PSA
(or this Conveyance)and that it would be unfair, and that they do not intend,
to increase any of the obligations of any party hereto on the basis of any
implied obligation or otherwise.
(e) Grantor makes no representation, covenant, or warranty, express, implied,
or statutory, (i) as to the accuracy or completeness of any data or records
delivered to Grantee with respect to the Assets, or(ii) concerning the quality
or quantity of hydrocarbon reserves, if any, attributable to the Assets, or the
ability of the Assets to produce hydrocarbons, or the product prices which
Grantee is or will be entitled to receive from the sale of any such
hydrocarbons.
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ARTICLE 2
ASSUMPTION OF OBLIGATIONS
Section 2.1 Plug and Abandon. Grantee assumes and agrees to be solely liable and
responsible for the proper plugging and abandoning of all wells now located on or hereafter
drilled on the Assets, and any surface restoration or environmental clean-up associated therewith,
in accordance with applicable laws.
Section 2.2 Assumed Obligations. Grantee assumes and agrees to fulfill, pay for,
discharge, be responsible for, perform and comply with all duties, liabilities and obligations of
Grantor, express or implied, relating to the Assets or assumed by Grantee pursuant to this
Conveyance, whether arising before or after the Effective Date, and those arising from or by
virtue of any applicable law.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Further Assurances. Grantor and grantee each agree to take such further
actions and to execute, acknowledge and deliver all such further documents as are reasonably
requested by the other for carrying out the purposes of this Conveyance.
Section 3.2 PSA. This Conveyance is delivered pursuant to, and hereby made subject
to, the terms and conditions of the PSA. In the event that any provision of this Conveyance
(other than any term defined herein) is construed to conflict with any provision of the PSA, the
provisions of the PSA (other than with respect to terms defined herein) shall be deemed
controlling to the extent of such conflict.
Section 3.3 Successors and Assigns. This Conveyance shall bind and inure to the
benefit of Grantor and Grantee and their respective successors and assigns.
Section 3.4 Counterparts.
(a) This Conveyance may be executed in any number of counterparts, and by
different parties in separate counterparts, and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts shall constitute but one instrument.
(b) To facilitate recordation, there may be omitted from the Exhibits to this
Conveyance in certain counterparts descriptions of property located in recording jurisdictions
other than the jurisdiction in which the particular counterpart is to be filed or recorded.
Section 3.5 Interpretation. The parties hereto agree that this Conveyance has been
jointly prepared by the parties hereto, and may not be construed against any party hereto (nor
may any inference or presumption be made) on the basis of who drafted this Conveyance or any
particular provision hereof, who supplied the form of Conveyance, or any other event of the
negotiation, drafting or execution of this Conveyance. The parties hereto agree that this
Conveyance has been purposefully drawn and correctly reflects its understanding of the
transaction that it contemplates. Unless expressly provided to the contrary in this Conveyance, in
construing this Conveyance: the Section and Exhibit references in this Conveyance refer to the
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Sections and Exhibits of this Conveyance, such Exhibits which are made parts hereof for all
purposes; the headings and titles in this Conveyance are for convenience only and have no
significance in interpreting or otherwise affect the meaning of this Conveyance; reference to a
given agreement, contract or other instrument is a reference to that agreement, contract or other
instrument as modified, amended, supplemented or restated from time to time; references to "$"
or "dollars" means United States dollars; "include" and "including" will mean include or
including without limiting the generality of the description preceding such term;the word "or" is
not exclusive; references to the singular includes the plural, and vice versa; and if there is any
conflict or inconsistency between a term in the main part of this Conveyance and a term in any of
the Exhibits or other documents referred to or otherwise incorporated into this Conveyance, the
term in the main part of this Conveyance shall prevail to the extent of the conflict or
inconsistency,
Section 3.7 Conspicuous. Grantor and Grantee agree that, to the extent required
by applicable law to be effective or enforceable, the provisions of this Conveyance in bold-
type font are"conspicuous" for the purpose of any applicable law.
[Signature page follows]
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IN WITNESS WHEREOF,the authorized representatives of Grantor and Grantee have
executed this Conveyance on the Execution Date.
GRANTOR:
MARATHON OIL COMPANY
By: 6471
Name: Jon . Wilc
Title: Attorney In Fact
GRANTEE:
DJ RESOURCES,LLC
By: If 16 c„ E. In.XA
Name: Mary E. I&hman
Title: Land Manager
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GRANTOR:
STATE OF TEXAS §
§
COUNTY OF HARRIS §
This instrument was acknowledged before me on the 30th day of June, 2013, by Jon D.
Wilcox as Attorney In Fact, of Marathon Oil Company, an Ohio corporation, on behalf of said
corporation.
offal-04.4 a) illkwet-k)do
Printed Name: Deborah Svatek-Logue
Notary Public for the State of Texas
County of Harris
My commission expires: O.1/ 12115
o.".•p DEBORAH A WATER LOGUE
Notary Public.State of Texas
5.Ju FA My Commission Expires
February 12, 2016
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GRANTEE:
STATE OF Catido §
COUNTY OF Paper § §
This instrument was acknowledged before me on the 30th day of June, 2013, by Mary E.
Lehman as Land Manager of DJ Resources, LLC, a Delaware limited liability company, on
behalf of said company.
MATTHEW C.ACME
NOTARY PUBLIC
STATE OP COLORADO
NOTARY ID2008400f7St Printed Name: /Th74Iei✓Gr .e
MY COI-NtansW018
Notary Public for the State of 421,12ajo
County of peavey-
My commission expires: 3//9/2016
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EXHIBIT A
ATTACHED TO AND MADE A PART OF
THAT CERTAIN CONVEYANCE BY AND AMONG
GRANTOR AND GRANTEE
LEASES
[See attached]
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DJ RESOURCES, SC 7 81
1600 BROADWAY, SUITE 1960 • DENVER, CO 80202 CHECK NO.
ASSIGNMENT FILING FEE: T9N-R57W SECTION 18 & 19
MARATHON TO DJ RESOURCE, LLC $25
DJ RESOURCES, LLC TO WHITING $25
RECEIVED
JUN 02 2014
WELD COUNTY
COMMISSIONERS
DATE fla - d' iy No. 87600 001.01-0-/3) $ 50 . 6O
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