October 9, 2014
Exhibit 10.1
October 9, 2014
Continental Resources, Inc.
00 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
| Attn: |
Xx. Xxxxxx Xxxx
Xx. Xxxx Xxxxxxx
Xx. Xxxx X. Xxxxxxxxxx
|
||
|
Re:
|
|
|
Purchase and Sale Agreement dated January 21, 2014
|
|
|
Niobrara Prospect
|
|
|
Xxxxxx and Weld Counties, Colorado
|
Gentlemen:
Reference is made to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated January 21, 2014, by and between Continental Resources, Inc. (“Seller”), and Red Hawk Petroleum, LLC (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given in the Purchase Agreement.
In consideration of Ten Dollars ($10.00), and the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Post-Closing Statement. Attached as Exhibit A is the final Post-Closing Statement, which sets forth a net-downward adjustment of $482,677.26 to the Base Purchase Price. Seller shall pay to an account designated by Buyer the foregoing amount not later than the date of this letter.
2. Xxxxxx Lease Assignments. In exchange for the ad-valorem tax adjustment (the “Ad-Valorem Adjustment”) in favor of Seller of approximately $73,223.97, which is accounted for in the Post-Closing Statement, Seller agrees to assign, transfer and convey to Buyer the oil and gas leases described in Exhibit B as Agreement Numbers: 030814, 036360, 052999, 075750, 083804 and 091130.
3. Clean-Up Assignments. After Closing, the Parties discovered certain errors in the Conveyances. To correct these errors:
(a) Seller agrees to assign, transfer and convey to Buyer the leasehold estates created by the oil and gas leases described in Exhibit B, insofar as and only insofar as such leases cover the land described in Exhibit B.
(b) Buyer agrees to assign, transfer and convey to Seller the leasehold estates created by the oil and gas leases described in Exhibit C, insofar as and only insofar as such leases cover the land described in Exhibit C.
(c) On the date of this letter, each Party shall execute, acknowledge and deliver to the other Party two original assignments, in the form of Exhibit D. The assigning Party shall warrant title, free and clear of all liens, encumbrances and defects of title arising by, through or under the assigning Party, but not otherwise, subject to the terms and conditions of this letter, the Purchase Agreement and the Leases, and a proportionate part of all landowners’ royalties, overriding royalties and similar burdens of record as of the Effective Time.
4. No Modification. Except with respect to the Ad-Valorem Adjustment, Section 15.6 of the Purchase Agreement shall neither limit the rights of Buyer nor the obligations of Seller set forth in the Purchase Agreement with regard to the matters set forth in this letter, including without limitation the Parties respective liability for taxes arising from their ownership and operation of the Assets.
5. Miscellany. This letter shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and assigns. In the event of any conflict between this letter and the Purchase Agreement, this letter shall control and govern the point in conflict. This letter may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
If the foregoing correctly reflects our understandings and agreements, please sign and date this letter, and return a copy to me. If you have any questions, please contact me. Thank you for your prompt attention to this matter.
|
Sincerely,
|
|
|
Red Hawk Petroleum, LLC
|
|
|
By: /s/ Xxxxx X. Xxxxx
|
|
|
Xxxxx X. Xxxxx
|
|
|
EVP and General Counsel
|
Agreed and accepted:
|
Continental Resources, Inc.
|
|
|
By:
|
/s/ Xxxx X. Xxxxxxx
|
|
Name:
|
Xxxx Xxxxxxx
|
|
Title:
|
Sr. VP--Business Development
|
|
Date:
|
10-8-14
|
Attachments:
Exhibit A: Post-Closing Statement
Exhibit B: Leases to Buyer
Exhibit C: Leases to Seller
Exhibit D: Form of Assignment
Exhibit A: Post-Closing Statement
|
Continental Resources, Inc.
|
|||||||||||
|
Closing Statement
|
|||||||||||
|
Pursuant to Purchase and Sale Agreement Dated January 21, 2014
|
|||||||||||
|
Seller:
|
Continental Resources, Inc.
|
||||||||||
|
Buyer:
|
Red Hawk Petroleum, LLC
|
||||||||||
|
Effective Date:
|
December 1, 2013
|
||||||||||
|
Due 120 days post close
|
|||||||||||
|
Section
|
Preliminary Settlement Statement
|
Final Settlement Statement
|
Post Close Adjustments
|
||||||||
|
Base Purchase Price
|
3.1
|
30,000,000.00
|
30,000,000.00
|
-
|
|||||||
|
Adjustments to base purchase price:
|
3.3
|
||||||||||
|
Upward adjustments:
|
3.3(a)
|
||||||||||
|
all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the periods from and after the Effective Time (including, without limitation, royalties and Taxes (other than income taxes) attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges)
|
3.3(a)(i)
|
||||||||||
|
Operated
|
133,900.16
|
396,802.13
|
262,901.97
|
||||||||
|
Non-operated
|
20,760.74
|
8,342.96
|
(12,417.78)
|
||||||||
|
the value of the Hydrocarbons in tanks above the pipeline sales connection or within processing plants at the Effective Time credited to the Assets for properties operated by Seller, such value to be the market or, if applicable, the contract price in effect as of the Effective Time, less any applicable Production Taxes and royalties
|
3.3(a)(v)
|
294,326.57
|
294,326.57
|
-
|
|||||||
|
Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller
|
3.3(a)(viii)
|
46,234.52
|
46,234.52
|
-
|
|||||||
|
Subtotal Upward Adjustments
|
495,221.99
|
745,706.18
|
250,484.19
|
||||||||
|
Downward Adjustments
|
3.3(b)
|
||||||||||
|
all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time
|
3.3(b)(ii)
|
985,860.44
|
1,836,703.70
|
850,843.26
|
|||||||
|
all adjustments regarding Title Defects, in accordance with the provisions of Article 7
|
3.3(b)(iii)
|
141,950.75
|
141,950.75
|
-
|
|||||||
|
an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4
|
3.3(b)(ix)
|
3,047.60
|
727,906.73
|
(117,681.81)
|
|||||||
|
an amount equal to the Deposit
|
3.3(b)(x)
|
1,500,000.00
|
1,500,000.00
|
-
|
|||||||
|
Subtotal Downward Adjustments
|
3,473,399.73
|
4,206,561.18
|
733,161.45
|
||||||||
|
Purchase Price
|
27,021,822.26
|
26,539,145.00
|
(482,677.26)
|
(1) | |||||||
(1) Post Close adjustment amount due from Continental to Red Hawk
Exhibit B
Attached to and made a part of that certain Assignment
by and between Continental Resources, Inc. and Red Hawk Petroleum, LLC
|
AGMT#
|
Subs#
|
Lessor
|
Lessee
|
Effective Date
|
County
|
Book/Page/Desc
|
TWN
|
RNG
|
SEC
|
Description
|
|
079201
|
000
|
XXXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/18/2011
|
Weld
|
3749314
|
06N
|
62W
|
20
|
E2
|
|
079793
|
000
|
XXXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/18/2011
|
Weld
|
3752321
|
06N
|
62W
|
20
|
E2
|
|
079333
|
000
|
XXXXXXXX XXXXXXX
|
DIAMOND RESOURCES CO.
|
01/12/2011
|
Weld
|
3749318
|
06N
|
62W
|
20
|
E2
|
|
078519
|
000
|
XXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/07/2011
|
Weld
|
3746690
|
06N
|
62W
|
20
|
E2
|
|
078738
|
000
|
XXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/07/2011
|
Weld
|
3746694
|
06N
|
62W
|
20
|
E2
|
|
079606
|
000
|
XXXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/18/2011
|
Weld
|
3752324
|
06N
|
62W
|
20
|
E2
|
|
079380
|
000
|
XXXXX XXXXXX, F/K/A XXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/18/2011
|
Weld
|
3749321
|
06N
|
62W
|
20
|
E2
|
|
079876
|
000
|
XXXXX X. XXXXX
|
DIAMOND RESOURCES CO.
|
01/12/2011
|
Weld
|
3749309
|
06N
|
62W
|
20
|
E2
|
|
079213
|
000
|
XXXXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/07/2011
|
Weld
|
3749324
|
06N
|
62W
|
20
|
E2
|
|
081404
|
000
|
XXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/12/2011
|
Weld
|
3749312
|
06N
|
62W
|
20
|
E2
|
|
085037
|
000
|
LYDETTA XXX XXXXXXX
|
DIAMOND RESOURCES CO.
|
01/17/2011
|
Weld
|
3749310
|
06N
|
62W
|
20
|
E2
|
|
079215
|
000
|
XXXXXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/12/2011
|
Weld
|
3748381
|
06N
|
62W
|
20
|
E2
|
|
079136
|
000
|
XXXX XXXXXX
|
DIAMOND RESOURCES CO.
|
01/13/2011
|
Weld
|
3748376
|
06N
|
62W
|
20
|
E2
|
|
079798
|
000
|
XXXXXXX XXX XXXXXXXX, F/K/A XXXXXXX XXX XXXXXXX
|
DIAMOND RESOURCES CO.
|
02/16/2011
|
Weld
|
3754456
|
10N
|
61W
|
29
|
NW
|
|
052999
|
000
|
XXXXX X. XXXXXX & XXXX X. XXXXXX, HUSBAND & WIFE
|
JACKFORK LAND, INC.
|
04/24/2010
|
Weld
|
3696216
|
2N
|
64W
|
13
|
ALL
|
|
083804
|
000
|
XXXXX X. XXXXXX, A MARRIED MAN
|
DIAMOND RESOURCES CO.
|
09/07/2010
|
Weld
|
3722413
|
2N
|
64W
|
13
|
ALL, LESS AND EXCEPT XXXXXX 00-0 & 00-0
|
|
000000
|
000
|
XXXXXX X. XXXXXX, WIDOW
|
DIAMOND RESOURCES CO.
|
09/07/2010
|
Weld
|
3722412
|
2N
|
64W
|
13
|
TRACT #13-1 ALL, LESS TRACTS 13-2 AND 13-3,
|
|
036360
|
000
|
XXXXX X. XXXXXX, XXXX XXXXXX AND XXXXXX XXXXXX, AS JOINT TENANTS
|
JACKFORK LAND, INC.
|
05/28/2010
|
Weld
|
3700278
|
2N
|
64W
|
24
|
ALL THAT PART OF THE NE/4 LYING NORTH AND WEST OF HIHGWAY 76 AND THE NW/4, INCLUDING LOT B OF RECORDED EXEMPTION 1305-24-2-RE 1144, LESS AND EXCEPT THE FOLLOWING PARCELS OF LAND: LOT A OF RECORDED EXEMPTION 1305-24-2-RE 3168 AND LOT A OF RECORDED EXEMPTION 1305-24-2-RE
|
|
091130
|
000
|
XXXXX X. XXXXXX & XXXX X. XXXXXX, HUSBAND & WIFE
|
DIAMOND RESOURCES CO.
|
01/09/2012
|
Weld
|
3822955
|
2N
|
64W
|
24
|
A TRACT OF LAND LOCATED IN THE NW/4 MORE PARTICULARY DESCRIBED AS: XXX X XX XXXXXXXX XXXXXXXXX XX. 0000-00-0 RE-3278, BEING A PORTION OF THE SW/4NW/4NW/4 RECORDED IN THE REAL PROPERTY RECORDS OF WELD COUNTY COLORADO ON 11/5/2002 AT DOCUMENT #3002255
|
|
030814
|
000
|
XXXXX X. XXXXXX, INDIVIDUALLY, A SIGNED PERSON
|
JACKFORK LAND, INC.
|
05/28/2010
|
Weld
|
3700277
|
2N
|
64W
|
24
|
SW/4 AND ALL THAT PART OF THE SE/4 LYING NORTH OF THE BURLINGTON NORTHERN RAILROAD RIGHT-OF-WAY AND THE NW/4, INCLUDING LOT B OF RECORDED EXEPTION 1305-24-2-RF1144, LESS AND EXCEPT THE FOLLOWING PARCELS OF LAND: LOT A OF RECORDED EXEMPTION 1305-24-2-RE-3168 AND LOT A OF RECORDED EXEMPTION 1305-24-2-RF 3278
|
Exhibit C: Leases to Seller
|
AGMT#
|
Subs#
|
Lessor
|
Lessee
|
Effective
Date
|
County
|
Book/Page/Desc
|
TWN
|
RNG
|
SEC
|
Description
|
|
074718
|
000
|
XXXXXXX XXXXX, TRUSTEE OF THE XXXXX X. XXXXXX LIVING TRUST
|
DIAMOND RESOURCES CO.
|
08/27/2010
|
Weld
|
3722419
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
075979
|
000
|
XXXX XXXXXX XXXXX, A WIDOW
|
DIAMOND RESOURCES CO.
|
09/13/2010
|
Weld
|
3724440
|
09N
|
61W
|
09
|
X0 XX,XX XX, XX NE, LESS THE "J" SAND FORMATION
|
|
081898
|
000
|
XXXX XXXXXXX DOWN & XXXXXX DOWN, HER HUSBAND
|
DIAMOND RESOURCES CO.
|
08/23/2010
|
Weld
|
3770183
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082085
|
001
|
XXXX X. X'XXXX, A WIDOW
|
DIAMOND RESOURCES CO.
|
04/14/2011
|
Weld
|
3770181
|
09N
|
61W
|
09
|
X0 XX,XX XX,XX/0 NE/4, LESS THE "J" SAND FORMATION,
|
|
082178
|
000
|
XXXXXX XXX XXXXXX AND XXXXXXX XXXXX XXXXXX, W & H
|
DIAMOND OPERATING, INC.
|
07/07/2010
|
Weld
|
3707785
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082355
|
001
|
XXXXXXX XXXX XXXXXX, A MARRIED MAN
|
DIAMOND RESOURCES CO.
|
04/14/2011
|
Weld
|
3772299
|
09N
|
61W
|
09
|
X0 XX,XX XX,XX/0 NE/4, LESS THE "J" SAND FORMATION,
|
|
082372
|
000
|
XXXXXXX X. XXXXXXXX, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
07/15/2010
|
Weld
|
3710493
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082376
|
000
|
XXXXX XXXXXXXX AND XXXXXXX X. XXXXXXXX, H & W
|
DIAMOND OPERATING, INC.
|
07/15/2010
|
Weld
|
3710494
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082389
|
000
|
XXXX X. XXXXX AND XXXXXXX X. XXXXX, W & H
|
DIAMOND OPERATING, INC.
|
07/24/2010
|
Weld
|
3708955
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082454
|
001
|
XXXX X. XXXXXXXX
|
DIAMOND RESOURCES CO.
|
04/26/2011
|
Weld
|
3770190
|
09N
|
61W
|
09
|
X0 XX,XX XX,XX/0 NE/4 LESS THE "J" SAND FORMATION,
|
|
082480
|
000
|
XXXXX X. XXXXX, A WIDOW
|
DIAMOND OPERATING, INC.
|
07/15/2010
|
Weld
|
3709963
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082594
|
000
|
Heir of Xxxxx X. Xxxxxx Deceased a marries woman
|
DIAMOND OPERATING, INC.
|
07/15/2010
|
Weld
|
3715863
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
082998
|
002
|
XXXX X. XXXX, A SINGLE MAN
|
DIAMOND OPERATING, INC.
|
11/28/2005
|
Weld
|
3393624
|
00X
|
00X
|
00
|
XX
|
|
000000
|
000
|
XXXXX X. XXXXXX, A MARRIED WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
07/07/2010
|
Weld
|
3706553
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
083148
|
000
|
XXXX X. XXXX XX, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
06/24/2010
|
Weld
|
3706552
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
083149
|
000
|
XXXXXXXX XXXXXXX XXXXXXXX, JR. AND XXXXXXXXX X. XXXXXXXX, HUSBAND AND WIFE
|
DIAMOND OPERATING, INC.
|
07/26/2010
|
Weld
|
3709516
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
083535
|
000
|
XXXXXXX X. XXXXXXXXXX, AKA X.X. XXXXXXXXXXX, DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
11/20/2009
|
Weld
|
3674386
|
09N
|
61W
|
09
|
SW
|
|
083588
|
001
|
XXXXXXX XXXXXXX, F/K/A XXXXXXX XXXXXXXX, A MARRIED WOMAN
|
DIAMOND RESOURCES CO.
|
04/13/2011
|
Weld
|
3773111
|
09N
|
61W
|
09
|
X0 XX,XX XX,XX/0 NE/4 LESS THE "J" SAND FORMATION,
|
|
085038
|
001
|
XXXX X. XXXXXXX, ATTORNEY-IN-FACT FOR XXXX XXXXXXX XXXXXXX, A/K/A XXXXX XXXXXXX, A WIDOW
|
DIAMOND RESOURCES CO.
|
01/31/2011
|
Weld
|
3752326
|
00X
|
00X
|
00
|
XX XX,X0 XX,XX NE
|
|
087599
|
001
|
XXXXXXXX XXXXXXXX, A MARRRIED WOMAN
|
DIAMOND RESOURCES CO.
|
05/25/2011
|
Weld
|
3794074
|
09N
|
61W
|
09
|
X0 XX,XX XX,XX NE, LESS THE 'J' SAND FORMATION
|
|
089359
|
000
|
SNOWFLAKE TRUST DATED DECEMBER 29, 2006, XXXXXXXXX X. XXXXXX, TRUSTEE, C/O INTEGRITY FIRST BANK
|
DIAMOND OPERATING, INC.
|
06/07/2010
|
Weld
|
3699514
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089365
|
000
|
XXXX XXXX XXXXX, DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
05/25/2010
|
Weld
|
3698749
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089366
|
000
|
XXXXXX X. XXXXX, DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
05/25/2010
|
Weld
|
3698748
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089367
|
000
|
XXXXXX X. XXXXXXXX, A MARRIED WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
06/11/2010
|
Weld
|
3700382
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
AGMT#
|
Subs#
|
Lessor
|
Lessee
|
Effective
Date
|
County | Book/Page/Desc | TWN | RNG | SEC | Description |
|
089368
|
000
|
XXXX XXXX, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
06/11/2010
|
Weld
|
3699690
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089369
|
000
|
XXXXXXXXX XXXX XXXXXXX, A SINGLE WOMAN
|
DIAMOND OPERATING, INC.
|
06/11/2010
|
Weld
|
3701169
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089370
|
000
|
XXXXXX XXXXXXXXX AND XXXXX XXXXXXXXX, HUSBAND AND WIFE
|
DIAMOND OPERATING, INC.
|
04/09/2010
|
Weld
|
3692376
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
089371
|
000
|
XXXXX XXXXXXXXX XXXXXXX, DEALING IN HER SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
06/15/2006
|
Weld
|
3403745
|
00X
|
00X
|
00
|
XX
|
|
000000
|
000
|
XXXX X. XXXXX, A WIDOW
|
DIAMOND OPERATING, INC.
|
05/25/2010
|
Weld
|
3697470
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
118355
|
000
|
XXXXXX X. XXXXXXXX, A SINGLE MAN
|
DIAMOND OPERATING, INC.
|
07/29/2010
|
Weld
|
3711059
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
118356
|
000
|
C. XXXXX XXXXX, A WIDOWER
|
DIAMOND OPERATING, INC.
|
07/28/2010
|
Weld
|
3711058
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
118357
|
000
|
XXXXXXX XXXX XXXXX AND XXXXXXXXX X. XXXXX, HUSBAND AND WIFE
|
DIAMOND OPERATING, INC.
|
07/29/2010
|
Weld
|
3720659
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
118358
|
000
|
XXXX X. XXXXXXXX AND XXXX X. XXXXXXXX, HUSBAND AND WIFE
|
DIAMOND OPERATING, INC.
|
07/29/2010
|
Weld
|
3714319
|
00X
|
00X
|
00
|
X0 XX, XXX0, XXX0
|
|
119531
|
000
|
XXXXXXXX X. XXXX, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
8/27/2010
|
Weld
|
3727574
|
00X
|
00X
|
0
|
X0 XX, XXX0, XXX0
|
|
119534
|
000
|
B. XXXXXX XXXX, A/K/A XXXXX X. XXXX, A MARRIED MAN
|
DIAMOND OPERATING, INC.
|
8/27/2010
|
Weld
|
3729821
|
00X
|
00X
|
0
|
X0 XX, XXX0, XXX0
|
|
121162
|
000
|
XXXXXX X. XXXXX, A SINGLE WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
9/22/2010
|
Weld
|
3724812
|
00X
|
00X
|
0
|
X0 XX, XXX0, XXX0
|
|
121179
|
000
|
XXXXXX X. XXXXXXX, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY
|
DIAMOND OPERATING, INC.
|
9/30/2010
|
Weld
|
3724811
|
00X
|
00X
|
0
|
X0 XX, XXX0, XXX0
|
Exhibit D: Form of Assignment
|
STATE OF COLORADO
|
§
|
|
§
|
|
|
COUNTY OF WELD
|
§
|
ASSIGNMENT
THIS ASSIGNMENT (this “Assignment”), dated effective as of December 1, 2013 at 7:00 a.m. Mountain Time (the “Effective Time”), is from CONTINENTAL RESOURCES, INC., an Oklahoma corporation, whose address is 00 Xxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (“Assignor”), to RED HAWK PETROLEUM, LLC, a Nevada limited liability company, whose address is 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000X, Xxxxxxxx, Xxxxxxxxxx 00000 (“Assignee”). Assignor and Assignee shall be referred to herein, individually as a “Party,” and collectively, as the “Parties.”
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions of this Assignment, Assignor does hereby assign, transfer and convey unto Assignee all of its right, title, and interest in, to and under the leasehold estates created by the oil and gas leases (the “Leases”) described in Exhibit A hereto, insofar as and only insofar as the Leases cover the land (the “Land”) described in Exhibit A hereto, together with all of its rights incident thereto, the personal property thereon, appurtenant thereto, or used in connection with the Leases and Land.
TO HAVE AND TO HOLD the Leases and Land unto Assignee, and Assignee’s successors and assigns, subject to the following.
Assignor warrants title to the Leases and Land, free and clear of all liens and encumbrances arising by, through and under Assignor, but not otherwise, subject to and burdened by the terms and conditions of this Assignment, the Leases, and a proportionate part of all landowners’ royalties, overriding royalties and other burdens of record as of the Effective Time.
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE IN THIS ASSIGNMENT, THE LEASES AND LAND ARE BEING CONVEYED WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY AND ALL WARRANTIES OF MERCHANTABILITY, CONDITION, SAFETY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSIGNEE ACCEPTS THE LEASES AND LAND “AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE.” THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF SUCH APPLICABLE LAW.
All exhibits attached hereto are hereby incorporated herein and made a part of this Assignment for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby incorporated by reference herein for all purposes. The references in this Assignment or in the exhibits hereto to liens, encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in third parties. This Assignment shall be binding upon and inure to the benefit of the Parties, and their respective successors and assigns. The Parties shall use their reasonable efforts in good faith to execute all instruments and take all other action reasonably necessary to consummate the transactions contemplated by this Assignment. This Assignment may be executed in one or more counterparts, which, taken together, shall be deemed to be one assignment.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this instrument to be effective for all purposes as of the Effective Time.
|
RED HAWK PETORLEUM, LLC
|
|
|
By: _______________________________________
|
|
|
Name: Xxxxx X. Xxxxx
|
|
|
Title: EVP
|
|
|
CONTINENTAL RESOURCES, INC.
|
|
|
By: ______________________________________
|
|
|
Name: ____________________________________
|
|
|
Title: _____________________________________
|
|
|
STATE OF _____________
|
§
|
|
§
|
|
|
COUNTY OF ___________
|
§
|
This instrument was acknowledged before me this ____ day of _____________ 2014, by ____________________________, known to me to be the __________ of Red Hawk Petroleum, LLC, a Nevada limited liability company, who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the company.
|
___________________________________
Notary Public in and for the State of Colorado
Commission Expires: _____________________
|
|||
|
STATE OF OKLAHOMA
|
§
|
|
§
|
|
|
COUNTY OF OKLAHOMA
|
§
|
On this ___ day of_____________________, in the year 2014, before me personally appeared Xxxxxx X. Xxxx, known to me to be the Sr. Vice President of Land of Continental Resources, Inc., an Oklahoma corporation, who affirmed that the foregoing instrument was signed on behalf of the corporation and that the execution of this instrument was the free act and deed of the corporation.
| (Sign) | ||
|
(Print Name)
|
||
|
My Commission Expires:
_______________________________
|
________________________County, Oklahoma
|
