EXHIBIT B-1 BILL OF SALE

Transcription

1 EXHIBIT B-1 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that NATIONAL FUEL GAS DISTRIBUTION CORPORATION, a Pennsylvania corporation, having principal offices at 1100 State Street, PO Box 2081, Erie, Pennsylvania 16512, hereinafter referred to as "SELLER," for and in consideration of the sum of and /100 Dollars ($ ), lawful money of the United States, to it in hand paid by, an corporation, having a business office at, hereinafter referred to as "BUYER," the receipt of which is hereby acknowledged, does by these presents grant, convey, bargain, sell, release and confirm unto the said BUYER, its successors and assigns, the following described pipelines: More specifically, pipelines and related facilities identified on Exhibit A and shown on Exhibit B attached hereto and incorporated herein by reference, being comprised of approximately 10,738 feet of various diameter pipes along with associated valves, drips, fittings, appliances, regulators, and appurtenances all of which are hereinafter referred to as the Pipelines. TO HAVE AND TO HOLD all and singular the above-described pipelines to these presents granted, conveyed, bargained, sold, released and confirmed unto the said BUYER, its successors and assigns, forever. BUYER shall be responsible for removing, transporting and properly disposing of the equipment in accordance with all applicable federal, state and local statutes, regulations, ordinances, notice requirements and certifications, including but not limited to those of OSHA, EPA, PA DEP, NESHAP and PA Department of Labor and Industry. BUYER covenants and agrees to indemnify and save harmless SELLER and SELLER'S predecessors in title from and against any loss, claim, damage, liability or cost including, but not limited to, contamination of natural resources, arising from or in connection with any acts, omissions and defaults made or undertaken by BUYER pursuant to the conditions contained herein. BUYER agrees to protect and hold SELLER harmless against demands and causes of actions asserted or filed after execution hereunder in any way arising from BUYER s use, possession and/or handling of the equipment, and any contracts pertaining thereto based upon any theory including, but not limited to, negligence, willful misconduct, or liability without fault or other reason. Further, from and after the effective date hereof, BUYER shall indemnify, hold harmless and defend SELLER from any and all suits, actions, legal proceedings, claims, court costs, litigation and any other expenses and attorney s fees in any manner caused by arising from, incident to, connected with or growing out of activities or operations on, in or under the pipelines being sold herein after the period of ownership by SELLER. Further, BUYER shall indemnify, hold harmless and defend SELLER from any and all responsibilities arising under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Safe Water Drinking and Toxic Enforcement Act of 1986 (SWDTEA), and any amendments to any of such acts, and all other rules, ordinances and regulations relating to or concerning the environmental conditions of the pipelines herein conveyed, occasioned by Buyer s operation thereof. SELLER hereby warrants and represents to BUYER that it has not knowingly violated CERCLA, RCRA, SWDTEA or any other 1

2 amendments thereto, or any other federal, state, county, or municipal laws, rules, ordinances and regulations relating to or concerning the environmental condition of the pipelines herein conveyed. SELLER further represents and warrants that it is not aware of any past events, circumstances or occurrences which may cause BUYER to incur liability under this provision; subject however, to BUYER S understanding that SELLER may not be aware that its own activities may have caused any such violations or resulted in liability under this provision. Notwithstanding anything that may be contained herein to the contrary, SELLER expressly disclaims any warranties or representations, either expressed or implied, of merchantability, fitness, or use for a particular purpose of any equipment, material, or other property conveyed herein. It is agreed that BUYER has inspected, or had the opportunity to inspect, the pipelines herein conveyed for all purposes and has satisfied itself as to the physical condition, both surface and subsurface. Accordingly, this conveyance of the pipelines is made on an AS IS and WHERE IS basis and is accepted by BUYER on such basis. BUYER represents and warrants that any substance, equipment, or other material, scrap and/or junk (including, without limitation, pipe, chemicals, drums or other containers, soil, sand or other ground substances, water or other liquids and any batteries or related equipment) that BUYER removes at any time (collectively, "Removed Materials") will not be used, recycled or salvaged in a manner that will result in (i) a violation of the Federal Resource and Recovery Act or (ii) an actual or threatened release of a hazardous substance as defined under the Federal Comprehensive Environmental Response, Compensation and Liability Act, or (iii) a violation of any other environmental laws, rules and regulations passed or promulgated by any federal, state, or local jurisdiction or governmental agency from time to time, and the BUYER hereby agrees to indemnify and hold harmless SELLER and SELLER'S shareholders, directors, and employees from and against any liability arising out of or related to the BUYER'S breach of this warranty. In addition, BUYER agrees to permit representatives of SELLER to inspect BUYER'S facilities and to review BUYER'S procedures for storing, handling, reselling, recycling and/or disposing of any Removed Materials and to provide SELLER with any documentation reasonably requested in connection therewith. BUYER understands and covenants that upon SELLER'S notice, BUYER will immediately cease and discontinue any procedure or other action and remediate any condition related to the Removed Materials that SELLER determines, in SELLER'S sole discretion, creates a material risk or present or future liability to SELLER. BUYER acknowledges and agrees that any breach of its warranties and covenants hereunder will cause irreparable harm and loss to SELLER and that, in addition to any other legal or equitable remedy available to SELLER, such breach shall be the basis for interlocutory equitable relief against BUYER. SELLER hereby represents and warrants to BUYER that SELLER has, and at the time of BUYER S taking possession of the equipment, or any portion thereof, in accordance with the terms hereof, shall convey to BUYER, good, valid and marketable title to the equipment. Title to the equipment shall automatically pass from SELLER to BUYER on the date and at the time that BUYER arrives at SELLER S premises to dismantle the equipment and remove it from the premises. At such time, BUYER shall own and be in control of said pipelines and shall be responsible for any damage or injury caused thereby. BUYER accepts the responsibility and liability for same and shall hold SELLER harmless from any and all penalties, loss or claims, damage, liability or cost including, but not limited to, contamination of natural resources, property damage of every character, including damage caused to land, stock, crops, fences, buildings or structures, and from any and all claims for personal injury or damages, resulting from or arising in connection with BUYER s ownership, operation, handling, loading and transportation of the equipment, or any other operation or activity under this conveyance. BUYER shall be responsible for, and hereby agrees to pay when due, any and all taxes arising from or in connection with the sale and transfer of the equipment to BUYER. 2

3 The obligations of SELLER to consummate the sale contemplated hereby are subject to BUYER providing SELLER with a certificate of insurance naming SELLER as additional insured and evidencing that BUYER has in full force and effect insurance coverage in amounts satisfactory to SELLER. All the covenants, obligations, terms and conditions of this Bill of Sale shall extend to and bind the parties hereto, their successors and assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Bill of Sale to be effective the day of, 2015, intending to be legally bound hereby. SELLER: NATIONAL FUEL GAS DISTRIBUTION CORPORATION BY: BUYER: BY: Name: Title: 3

4 STATE OF PENNSYLVANIA ) ) SS: COUNTY OF ERIE ) On this day of, 2015, before me personally came, who acknowledged himself to be the of NATIONAL FUEL GAS DISTRIBUTION CORPORATION, and that he, as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as. My Commission Expires: Notary Public STATE OF ) ) SS: COUNTY OF ) On this day of, 2015, before me personally came, who acknowledged him/herself to be the of, and that he/she, as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by him/herself as. My Commission Expires: Notary Public 4

5 EXHIBIT B 5

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7 EXHIBIT B-2 ASSIGNMENT OF RIGHTS OF WAY THIS ASSIGNMENT, effective this day of, 2015, by and between NATIONAL FUEL GAS DISTRIBUTION CORPORATION, a Pennsylvania corporation, having an office at 1100 State Street, PO Box 2081, Erie, Pennsylvania 16512, (hereinafter referred to as "ASSIGNOR"), and, a corporation, with an office at, (hereinafter referred to as "ASSIGNEE"), WITNESSETH that for mutual consideration, the receipt and adequacy of which is hereby acknowledged, and of the covenants herein contained to be kept and performed, the ASSIGNOR does hereby sell, assign, transfer and set over unto ASSIGNEE, without warranty of title, all of ASSIGNOR S right, title, and interest in and to those certain portions of rights of way and roadway agreements in the Township of, County, Commonwealth of Pennsylvania, being further described in Exhibit "A", which is attached hereto and made a part hereof. ASSIGNEE, for itself, its successors and assigns, hereby covenants and agrees to bear sole and complete liability and responsibility for compliance, from and after the date hereof, with all the terms and conditions of said transferred rights of way and roadway agreements carrying rentals, if any, and to indemnify, protect, and save harmless the ASSIGNOR, its successors and assigns, against any and all claims, demands, liens, suits and recoveries of every kind and description, including, but not limited to, contamination of natural resources arising out of operations thereon from and after the effective date hereof, and against any and all loss, cost and damage including attorneys' fees arising directly or indirectly therefrom. IT IS UNDERSTOOD AND AGREED that the rights of way and other agreements assigned and shown on Exhibit "A" are presently active agreements. ASSIGNEE agrees to continue to operate the pipelines in and under the terms of the rights of way herein assigned. This assignment of rights of way is executed simultaneously with a Bill of Sale conveying the pipelines and related facilities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, with full knowledge of its contents and with the intent to be legally bound, on the date first above written. NATIONAL FUEL GAS DISTRIBUTION CORPORATION BY: ATTEST: BUYER BY: BY: 7

8 STATE OF PENNSYLVANIA ) ) SS: COUNTY OF ERIE ) On this day of, 2015, before me personally came, who acknowledged himself to be the of NATIONAL FUEL GAS DISTRIBUTION CORPORATION, and that he, as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as. My Commission Expires: Notary Public STATE OF ) ) SS: COUNTY OF ) On this day of, 2015, before me personally came, who acknowledged him/herself to be the of, and that he/she, as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by him/herself as. My Commission Expires: Notary Public 8

9 EXHIBIT B NATIONAL FUEL GAS DISTRIBUTION CORPORATION RW # GRANTOR DATE BOOK/PAGE TOWNSHIP/COUNTY *17 E. Belle Raymond 12/05/ /369 Elk Creek, Erie 18 Earl C. Miller 11/16/ /370 Elk Creek, Erie Madge C. Miller 1 Madge C. Miller 07/27/ /395 Elk Creek, Erie 2 Ludwig Edward Kemling 09/10/ /393 Elk Creek, Erie Margaret O. Kemling 3 Tim F. Knickerbocker 07/27/ /394 Elk Creek, Erie 4 Mike T. Panko 07/27/ /396 Elk Creek, Erie Helen L. Panko 4A Mike T. Panko 10/5/ /484 Elk Creek, Erie Helen L. Panko Easement #127 5 Reservoir Road 11/10/1966 Permit #6976 T.R S. A. Krawczyn 08/10/ /485 Elk Creek, Erie Roaslind Krewczyn 7 Gleed R. Taylor 10/10/ /483 Elk Creek, Erie Mary Taylor 8 Albert C. Bainbridge 10/12/ /482 Elk Creek, Erie 9 Pont Road 02/08/1967 Permit #49977 L.R Gleed R. Taylor 10/10/ /483 Elk Creek, Erie Mary Taylor Gleed R. Taylor 11/11/ /303 Easement #299 Mary Taylor 11 Whittaker Road 02/08/1967 Permit #49978 L.R Samuel Ulan 10/10/ /480 Elk Creek, Erie Mary Ulan *- Only that portion of the right of way that is south of the intersection of Lines Q-3 and Q-M 4. 9