is
One Allen Center, 500 Dallas Street, Suite 3520, Houston, Texas 77002,
hereinafter referred to as "Assignor," and Kodiak Oil & Gas (USA) Inc., whose
address is 1625 Broadway, Ste. 250 Denver, CO 80202, hereinafter referred to as
"Assignee",
W I T N E S S E T H: That,
For and in consideration of One Hundred ($100.00) Dollars and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor, subject to the other terms, conditions, reservations and
limitations set forth herein, does, by these presents, bargain, sell, convey,
assign, grant, transfer, set over and deliver unto Assignee all of Assignor's
right, title and interest in and to the oil and gas leases (the "subject
leases") set forth on Exhibit "A", attached hereto and made a part hereof, and
all wells, equipment, facilities and other property and rights appurtenant
thereto, insofar as the same constitute part of the Assets (as this term is
defined in the Purchase and Sale Agreement, as defined below) (all the foregoing
being herein collectively referred to as the "Properties").
TO HAVE AND TO HOLD the Properties unto Assignee and its successors and assigns
forever.
It is agreed by Assignor and Assignee that this Assignment is subject to the
following terms and conditions:
1.This Assignment is made subject to that certain Purchase and Sale Agreement
dated of even date herewith, between Assignor and Assignee ("Purchase and Sale
Agreement"), and all terms and conditions of said Purchase and Sale Agreement
are incorporated herein by reference to the same extent and with the same effect
as if copied in full herein.
2.THIS ASSIGNMENT IS EXECUTED WITHOUT ANY WARRANTY OF TITLE WHATSOEVER, EITHER
EXPRESS OR IMPLIED, AND WITHOUT RECOURSE AGAINST ASSIGNOR, EVEN FOR THE RETURN
OF THE PURCHASE PRICE, BUT WITH FULL SUBSTITUTION AND SUBROGATION TO ALL RIGHTS
AND ACTIONS OF WARRANTY AGAINST ALL FORMER OWNERS AND VENDORS. AS TO ALL
EQUIPMENT, WELLS AND MOVABLE PROPERTY HEREIN CONVEYED, ASSIGNOR AND ASSIGNEE
AGREE AND UNDERSTAND THAT THIS ASSIGNMENT IS MADE "AS IS, WHERE IS," WITHOUT ANY
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
3.Assignee hereby assumes all duties, liabilities and obligations, express or
implied, imposed upon Assignor under the provisions of the subject leases, the
subject servitudes, the subject surface leases and all other contracts,
agreements and instruments affecting the Properties, whether recorded or
unrecorded, and under all applicable laws, rules, regulations, orders and
ordinances; and Assignee agrees to reimburse Assignor for any and all costs,
expenses, losses and damages of
any kind or character sustained by it as a result of any failure of Assignee to
perform such obligations as more fully set forth in the Purchase and Sale
Agreement, including, but not limited to the Assumed Liabilities (as defined in
the Purchase and Sale Agreement).
4.Assignee agrees that it will not assign, sublease or transfer, in whole or
part, any rights acquired herein or by virtue of the above identified Purchase
and