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EXHIBIT 7
ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE (this "Assignment") is from GRAND
GULF PRODUCTION, L.L.C., a Texas limited liability company, whose address is
0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, as "Assignor" to SHERIDAN
ENERGY, INC., a Delaware corporation, whose address is 0000 Xxxxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, Attn: Xxxx Xxxxxxxx, as "Assignee."
ARTICLE I.
For and in consideration of $1,000, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor has granted, bargained, sold, conveyed, assigned, transferred, set
over and delivered and hereby grants, bargains, sells, conveys, assigns,
transfers, sets over and delivers unto Assignee all of Assignor's right, title
and interest in and to the following properties (such interest is collectively
referred to herein as the "Properties"):
(a) the oil and gas leases and leasehold interests,
working interests, net revenue interests, operating rights, overriding
royalty interest, net profits interests or similar interests in the
properties, described on Exhibits A-1 and A-2, and any other rights
that may arise from operation of the properties and lands pooled,
unitized, communitized or consolidated with such properties (the "Oil
and Gas Properties"); and
(b) the oil, condensate or natural gas xxxxx, water
source xxxxx, salt water disposal xxxxx and other types of injection
xxxxx either located on the Oil and Gas Properties or held for use in
connection with the Oil and Gas Properties, and whether producing,
operating, shut-in, temporarily abandoned, abandoned, standing or
otherwise; and
(c) the severed crude oil, natural gas, casinghead gas,
drip gasoline, natural gasoline, petroleum, petroleum gas liquids,
condensate, products, liquids and other hydrocarbons and other
minerals or material of every kind and description produced from the
Oil and Gas Properties; and
(d) the physical facilities, equipment, personal
property, rights-of-way and easements or interest therein that are
used or held for use in connection with the ownership or operation of
the properties described in subparagraphs (a) through (c), inclusive,
whether located on or off such properties including, without
limitation, the rights-of-way and easements described on Exhibit B;
and
(e) all contracts and agreements that in any way relate
to the properties described in subparagraphs (a) through (d),
inclusive, including operating agreements, agreements relating to the
production, storage, treatment, transportation, processing,
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purchase, sale or other disposal of substances, including, but without
limitation by enumeration, all easements, servitudes, pooling and
unitization agreements, gas sale agreements, and surface leases, and
any and all other amendments, ratifications or extensions of the
foregoing.
LESS AND EXCEPT AND ASSIGNOR HEREBY EXCLUDES FROM THE FOREGOING ALL
2-D SEISMIC INFORMATION, LICENSES AND DATA RELATING TO THE PROPERTIES, TO THE
EXTENT THAT THE SAME IS NOT TRANSFERABLE WITHOUT CONSENT, PAYMENT OR PENALTY.
TO HAVE AND TO HOLD the Properties unto Assignee and its heirs,
successors and assigns, forever; provided, however, this Assignment is made
subject to the following terms and provisions:
ARTICLE II
DISCLAIMERS
2.1 Disclaimer. Except as provided below, the Properties are hereby
assigned by Assignor to Assignee without recourse, covenant or warranty of
title of any kind, express, implied or statutory, even to the return of the
purchase price. Any covenants or warranties implied by statute or law by the
use herein of the words "grant", "convey" or other similar words are hereby
expressly restrained, disclaimed, waived and negated. WITHOUT LIMITING THE
GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT, EXCEPT
AS SET FORTH IN THE PURCHASE AGREEMENT DATED DECEMBER 31, 1997 BETWEEN ASSIGNOR
AND ASSIGNEE (THE "PURCHASE AGREEMENT"), ASSIGNOR HAS NOT MADE, AND ASSIGNOR
HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES,
ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE
RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE
RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES, (b) THE
ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE
BY OR ON BEHALF OF ASSIGNOR, (c) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES,
(d) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (e) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (f) ANY IMPLIED OR
EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (g) ANY
RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, (h) ANY CLAIMS BY ASSIGNEE FOR DAMAGES BECAUSE OF REDHIBITORY
VICES OR DEFECTS OR OTHER VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN AS OF THE
EFFECTIVE TIME, AND (i) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER
APPLICABLE LAW; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR
THAT, EXCEPT AS PROVIDED IN THE PURCHASE AGREEMENT, THE PROPERTIES ARE HEREBY
ASSIGNED TO ASSIGNEE IN
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THEIR PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL
FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS
ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT
REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN
WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE
PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.
2.2 Subrogation. Assignor hereby transfers and assigns unto
Assignee, its successors and assigns, all of its rights under and by virtue of
all covenants and warranties pertaining to the Properties, express or implied
(including, without limitation, title warranties and manufacturers', suppliers'
and contractors' warranties), that have heretofore been made by any of
Assignor's predecessors in title, or by any third party manufacturers,
suppliers and contractors (the "Prior Covenants and Warranties"). This
Assignment is made with full substitution and subrogation of Assignee, its
successors and assigns, in and to and under and by virtue of the Prior
Covenants and Warranties and with full subrogation to all rights accruing under
the statutes of limitation, prescription and repose under the laws of the
applicable jurisdictions in relation to the Properties and all causes of
action, rights of action or warranty of Assignor against all former owners of
the Properties.
ARTICLE III
MISCELLANEOUS
3.1 Further Assurances. Without creating any additional covenants,
warranties or representations of or by Assignor, Assignor covenants and agrees
to execute and deliver to Assignee all such other and additional assignments,
instruments and other documents and to do all such other acts and things as may
be necessary more fully to vest in Assignee record title to all of the
Properties and the respective properties, rights and interests herein and
hereby granted or intended to be granted, and to put Assignee in actual
possession and operating control of the Properties to the same extent as
Assignor was theretofore in, or was theretofore entitled to be in. Such
separate or additional assignments, if any: (a) shall evidence the assignment
of the Properties herein made or intended to be made; (b) shall not modify any
of the terms and covenants herein set forth and shall not create any additional
representations or covenants of or by Assignor to Assignee; (c) shall be deemed
to contain all of the terms and provisions hereof, as fully and to all intents
and purposes as though the same were set forth at length in the separate
assignments; and (d) to the extent required by law, shall be on forms
prescribed, or may otherwise be on forms suggested, by the appropriate
governmental entities and agencies. In the event any term or provision of any
additional assignment should be inconsistent with or conflict with the terms or
provisions of this Assignment, the terms and provisions of this Assignment
shall control and shall govern the rights, obligations and interests of the
parties hereto, their successors and assigns. Such additional assignments and
this Assignment shall, when taken together, be deemed to constitute the one
assignment by Assignor to Assignee of all of the Properties.
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3.2 Approval. This Assignment, insofar as it affects any interest in
leases the transfer of which must be approved by any governmental entity or
agency, is made and accepted subject to the approval of the appropriate
governmental entity or agency and to the terms of such approval, if and to the
extent required by law.
3.3 Assumption. Assignee expressly assumes all of Assignor's
obligations relating to the Properties, including, without limitation, leases,
operating agreements, unit agreements and contracts.
3.4 Counterparts. This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
conveyance.
3.5 Successors and Assigns. This Assignment shall bind and inure to
the benefit of Assignor and Assignee and their respective successors and
assigns.
3.6 Recording. To facilitate recording or filing of this Assignment,
the counterpart to be recorded in a given county or parish may contain only
that portion of the exhibits that describes Properties located in that county
or parish. Assignor and Assignee have each retained a counterpart of this
Assignment with complete exhibits.
3.7 Exhibits. Reference is made to all Exhibits attached hereto and
made a part hereof for all purposes. References in such Exhibit to instruments
on file in the public records are made a part hereof for all purposes.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date of their respective acknowledgments below, but
effective as of 7:00 a.m. local time on September 1, 1997.
ASSIGNOR:
GRAND GULF PRODUCTION, L.L.C.
WITNESSES:
/s/ By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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/s/ Title: C.E.O.
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ASSIGNEE:
WITNESSES: SHERIDAN ENERGY, INC.
/s/ By: /s/ X.X. XXXXXXXX
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Name: X.X. Xxxxxxxx
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/s/ Title: President and C.E.O.
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ACKNOWLEDGMENTS
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
On this 31st day of December, 1997, before me appeared Xxxxxx X. Xxxxx,
affirmed) did say that he is the C.E.O. of GRAND GULF PRODUCTION, L.L.C., a
Texas limited liability company, and that the instrument was signed on behalf of
the limited liability company by authority of its Board of Managers, and that he
acknowledged the instrument to be the free act and deed of GRAND GULF
PRODUCTION, L.L.C.
/s/ XXXXX X. XXXXXXXXX
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Notary Public in and for the State of Texas
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STATE OF TEXAS )
)
COUNTY OF XXXXXX )
On this 31st day of December, 1997, before me appeared X.X. Xxxxxxxx,
to me personally known, who, being by me duly sworn (or affirmed) did say that
he is the President and C.E.O. of SHERIDAN ENERGY, INC., a Delaware corporation,
and that the instrument was signed on behalf of the corporation by authority of
its Board of Directors and that he acknowledged the instrument to be the free
act and deed of SHERIDAN ENERGY, INC.
/s/ XXXXX X. XXXXXXXXX
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Notary Public in and for the State of Texas
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