Exhibit 10.4
CONVEYANCE AGREEMENT
This Agreement is made and entered into on this 21st day of December,
1999 by and between Xxxxxx X. Xxxx, Trustee of the Xxxxxx X. Xxxx Revocable
Intervivos Trust dated April 23, 1984 ("Xxxx Trust") and Continental
Resources, Inc. ("Continental").
WHEREAS, pursuant to that certain Worland Area Purchase and Sale
Agreement ("Worland Agreement") entered into on June 25, 1998 the Xxxx Trust
did acquire certain oil & gas xxxxx, leases and other rights from Continental.
All right, title and interest acquired by the Xxxx Trust pursuant the Worland
Agreement, together with any right, title or interest the Xxxx Trust may have
subsequently acquired or be entitled to in connection with the Worland
Agreement, is collectively herein referred to as the "Subject Properties",
and;
WHEREAS, the Xxxx Trust now desires to convey, assign, transfer and
relinquish unto Continental all of its rights, title and interest in and to
the Subject Properties.
NOW THEREFORE, in consideration of the mutual benefit to accrue to the
parties hereto and ten and no dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Xxxx Trust and Continental hereby agree as follows:
1.1 Property being conveyed: The Xxxx Trust shall convey to
Continental, as of the Effective Date, all of its right, title and interest
in and to the following:
A. All oil & gas leases, overriding royalty interests, mineral and
royalty interests, easements and rights-of-way, contractual rights
and interests, together with all rights and interests appurtenant
thereto or used or obtained in connection therewith which were
acquired by the Xxxx Trust in connection with the Worland
Agreement;
B. All oil and gas xxxxx and interests therein, together with all
materials, supplies, machinery, equipment, improvements and other
personal property and fixtures located thereon, associated
therewith or appurtenant thereto that were acquired by the Xxxx
Trust in connection with the Worland Agreement.
C. All rights, title and interest of whatsoever nature, whether real
or personal, that the Xxxx Trust may have acquired and/or in
anyway been entitled to as a result of or in connection with the
Worland Agreement.
2. Effective Date and Allocation of Revenue and Expenses: The
conveyance contemplated by this Agreement shall be effective as of December
31, 1999 ("Effective Date"). The Xxxx Trust shall be entitled to all revenue
and bear all costs, risk and expense associated with the Subject Properties
accruing on or prior to the Effective Date. Continental shall be entitled to
all revenue and bear all costs, risk and expense associated with the Subject
Properties accruing after the Effective Date.
3. Title Verification Waiver: Continental represents that it has
heretofore conducted all necessary due diligence investigations and satisfied
itself with respect to title and specifically waives any claims in that
regard.
4. Covenants and Representations: The Xxxx Trust covenants and
represents that at Closing, the Subject Properties will be conveyed to
Continental free of all mortgages, liens, claims and demands of whatsoever
nature other than those existing and burdening the Subject Properties prior to
the Xxxx Trusts acquisition thereof. Continental covenants and represents that
it is a validly existing Oklahoma Corporation, authorized to conduct business
in the State where the Subject Properties are located.
5. Abolishment of AMI: The Worland Agreement established an Area of
Mutual Interest ("AMI") covering certain lands, and among other things created
certain obligations and entitlements with respect to subsequently acquired
interests. Both the Xxxx Trust and Continental hereby abolish and terminate
such AMI and agree same is no longer effective for any purpose, and also
relinquish and surrender unto one another any rights or obligations which may
have heretofore accrued in connection with such AMI.
6. Assumption and Indemnification. UPON DELIVERY TO AND
ACCEPTANCE BY CONTINENTAL OF THE ASSIGNMENT AND XXXX OF SALE, CONTINENTAL
SHALL BE DEEMED TO HAVE ASSUMED, TO PAY AND PERFORM TIMELY, ALL DUTIES,
EXPENSES, OBLIGATIONS, LOSSES, HAZARDS AND LIABILITIES RELATING TO THE
OWNERSHIP OF THE PROPERTIES ARISING ON AND AFTER THE EFFECTIVE DATE
(INCLUDING, WITHOUT LIMITATION, THOSE ARISING UNDER OR BY VIRTUE OF ANY LEASE,
CONTRACT, AGREEMENTS, DOCUMENT, PERMIT OR RULE, OR DELAY IN OBTAINING APPROVAL
OF FEDERAL OR STATE ASSIGNMENTS); AND, TO RELEASE, INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE XXXX TRUST FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES, DAMAGES, COSTS, OR EXPENSES (INCLUDING COURT COSTS AND
ATTORNEYS' FEES) OF ANY KIND OR CHARACTER ARISING OUT OF OR OTHERWISE RELATING
TO THE OWNERSHIP OF THE PROPERTIES ON AND AFTER THE EFFECTIVE DATE. IN
CONNECTION WITH (BUT NOT IN LIMITATION OF) THE FOREGOING, IT IS SPECIFICALLY
UNDERSTOOD AND AGREED THAT MATTERS ARISING OUT OF OR OTHERWISE RELATING TO THE
OWNERSHIP OF THE PROPERTIES ON AND AFTER THE EFFECTIVE DATE SHALL BE DEEMED TO
INCLUDE ALL MATTERS ARISING OUT OF THE STATUS AND THE CONDITION OF THE
PROPERTIES ON THE EFFECTIVE DATE INCLUDING, WITHOUT LIMITATION, ALL
OBLIGATIONS TO PROPERLY PLUG AND ABANDON XXXXX LOCATED ON THE PROPERTIES, TO
RESTORE THE SURFACE OF THE PROPERTIES TO AS NEAR ITS ORIGINAL CONDITION AS
PRACTICABLE AND TO COMPLY WITH, OR BRING THE PROPERTIES INTO COMPLIANCE WITH,
APPLICABLE ENVIRONMENTAL LAWS AND REGULATIONS, INCLUDING ALL LIABILITY AND
EXPENSE FOR ANY RESTORATION, REMEDIATION, CLEAN-UP, DISPOSAL OF WASTE, OR
REMOVAL THAT MAY BE INCURRED AS A RESULT OF THE EXISTENCE OR DISCOVERY OF
NATURALLY OCCURRING RADIOACTIVE MATERIALS, OR OTHER HAZARDOUS OR DELETERIOUS
SUBSTANCES IN, ON, UNDER OR ASSOCIATED WITH THE PROPERTIES, REGARDLESS OF WHEN
THE EVENTS OCCURRED THAT GIVE RISE TO SUCH CONDITION, AND THE ABOVE PROVIDED
FOR ASSUMPTIONS AND INDEMNIFICATIONS BY CONTINENTAL SHALL EXPRESSLY COVER AND
INCLUDE SUCH MATTERS. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL
APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIM,
ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES
ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE,
CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE OR OTHERWISE, BUT
EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE XXXX
TRUST OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.
7. Environmental Assessment and Indemnification by Continental.
CONTINENTAL EXPRESSLY ACKNOWLEDGES THAT IT HAS MADE AN ENVIRONMENTAL
ASSESSMENT OF THE PROPERTIES. CONTINENTAL HEREBY AGREES TO ASSUME THE RISKS
THAT THE PROPERTIES MAY CONTAIN WASTE MATERIALS OR HAZARDOUS SUBSTANCES, AND
THAT ADVERSE PHYSICAL CONDITIONS, INCLUDING BUT NOT LIMITED TO THE PRESENCE OF
WASTE MATERIALS OR HAZARDOUS SUBSTANCES OR THE PRESENCE OF UNKNOWN ABANDONED
OIL AND GAS XXXXX, WATER XXXXX, SUMPS AND PIPELINES, MAY EXIST IN, ON, OR
UNDER THE PROPERTIES AS OF THE EFFECTIVE DATE, ALL RESPONSIBILITY AND
LIABILITY RELATED TO ALL SUCH CONDITIONS, WHETHER KNOWN OR UNKNOWN, WILL BE
TRANSFERRED FROM THE XXXX TRUST TO CONTINENTAL. CONTINENTAL ASSUMES FULL
RESPONSIBILITY FOR, AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND XXXX
TRUST FROM AND AGAINST ALL LOSS, LIABILITY, CLAIMS, FINES, EXPENSES, COSTS
(INCLUDING ATTORNEYS' FEES AND EXPENSES) AND CAUSES OF ACTION CAUSED BY OR
ARISING OUT OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, ORDERS AND REGULATIONS
APPLICABLE TO ANY NATURALLY OCCURRING RADIOACTIVE MATERIAL, WASTE MATERIAL OR
HAZARDOUS SUBSTANCES ON OR ASSOCIATED WITH THE PROPERTIES OR THE PRESENCE,
DISPOSAL, RELEASE OR ASSOCIATED WITH THE PROPERTIES OR THE PRESENCE, DISPOSAL,
RELEASE OR THREATENED RELEASE OF ALL NATURALLY OCCURRING RADIOACTIVE
MATERIALS, WASTE MATERIAL OR HAZARDOUS SUBSTANCES FROM THE PROPERTIES INTO THE
ATMOSPHERE OR INTO OR UPON LAND OR ANY WATER COURSE OR BODY OF WATER,
INCLUDING GROUND WATER, WHETHER OR NOT ATTRIBUTABLE TO CONTINENTAL'S
ACTIVITIES OR THE ACTIVITIES OF THIRD PARTIES (REGARDLESS OF WHETHER OR NOT
XXXX TRUST WAS OR IS AWARE OF SUCH ACTIVITIES) PRIOR TO, DURING OR AFTER THE
PERIOD OF XXXX TRUST'S OWNERSHIP OF THE PROPERTIES. THIS INDEMNIFICATION AND
ASSUMPTION SHALL ALSO APPLY TO LIABILITY FOR VOLUNTARY ENVIRONMENTAL RESPONSE
ACTIONS UNDERTAKEN PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT (CERCLA) OR ANY OTHER FEDERAL, STATE OR LOCAL
LAW.
8. Disclaimer of Warranties. THE PROPERTIES SHALL BE CONVEYED
PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER, WHETHER
EXPRESS, IMPLIED OR STATUTORY AS TO, DESCRIPTION, QUANTITY, QUALITY, FITNESS
FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS, OR
MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, OR OTHERWISE.
CONTINENTAL SHALL HAVE INSPECTED, OR WAIVED ITS RIGHT TO INSPECT, THE
PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT
LIMITED TO, CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE, OR
DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OR OTHER MANMADE
FIBERS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM") IN, ON, OR UNDER
THE PROPERTIES. CONTINENTAL IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE
PROPERTIES, AND CONTINENTAL SHALL, EXCEPT AS PROVIDED OTHERWISE HEREIN, ACCEPT
ALL OF THE SAME "AS IS, WHERE IS". WITHOUT LIMITATION OF THE FOREGOING, XXXX
TRUST MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS,
PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED
OR MADE AVAILABLE TO CONTINENTAL IN CONNECTION WITH THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF HYDROCARBON
RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL
OF THE PROPERTIES TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF
THE PROPERTIES OR ANY OTHER MATTERS CONTAINED IN THE PROPRIETARY DATA OR ANY
OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO CONTINENTAL BY XXXX TRUST OR BY
XXXX TRUST'S AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS,
REPORTS, PROJECTIONS, INFORMATION, AND OTHER MATERIALS (WRITTEN OR ORAL)
FURNISHED BY XXXX TRUST OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO
CONTINENTAL ARE PROVIDED TO CONTINENTAL AS A CONVENIENCE AND SHALL NOT CREATE
NOR GIVE RISE TO ANY LIABILITY OF OR AGAINST XXXX TRUST, AND ANY RELIANCE ON
OR USE OF THE SAME SHALL BE AT CONTINENTAL'S SOLE RISK TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
9. Closing: On or before January 31, 2000 the Xxxx Trust shall
deliver to Continental a fully executed Assignment and Xxxx of Sale which
shall effect the conveyance described in Article 1 above. Such Assignment and
Xxxx of Sale shall be in a mutually acceptable form, and shall be made with
special warranty of title, being be through and under the Xxxx Trust, but not
otherwise.
10. Post-Closing Agreements: Within ninety (90) days after
Closing, the parties shall settle any necessary reconciliations regarding
revenue and expenses, or other matters remaining to be resolved in connection
with the transaction contemplated by this Agreement.
IN WITNESS WHEREOF, this Agreement is made and entered into on this
21st day of December, 1999.
XXXXXX X. XXXX REVOCABLE INTERVIVOS TRUST DATED APRIL 23, 1984
By: XXXXXX X. XXXX
Xxxxxx X. Xxxx, Trustee
CONTINENTAL RESOURCES, INC.
By: XXX XXXXXXXX
Xxx Xxxxxxxx
Vice President - Land
