Exhibit 10.34
ASSIGNMENT AND BILL OF
SALE
AND
ASSUMPTION
AGREEMENT
This ASSIGNMENT AND BILL OF SALE AND ASSUMPTION
AGREEMENT (“ Assignment ”) is dated the
16th day of November, 2007, and effective as of
7:00 a.m., Eastern Time, on November 16, 2007, (“
Effective Time ”), is from MARKWEST ENERGY
APPALACHIA, L.L.C. (“ MarkWest ”) to
Equitable Production Company (“ EPC ”)
and Equitable Gathering, LLC (“ EG ”)
(with EPC and EG together referred to herein as “
Equitable ”) .
FOR
Ten Dollars and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, MarkWest hereby
GRANTS, CONVEYS, SELLS and ASSIGNS to EG, all of MarkWest’s
right, title and interest in the following properties (real,
personal or mixed) and rights (contractual or
otherwise):
(a)
The gas processing plant
and related facilities, together with the gas compression
facilities owned by MarkWest known as the “Maytown
Plant”, together with, any and all gas processing facilities,
gas refrigeration and chilling equipment, gas compression and
cooling equipment, product separation and fractionation vessels,
product storage vessels, and associated condensing, heating,
compressing, pumping, conveying, and other equipment and
instrumentation; all existing piping, valves and fittings; any
refrigeration compression, all operating and control systems and
equipment; including all measurement and communications equipment;
all utility system; and all structures associated with those
facilities, including, without limitation, the equipment and
facilities described on Exhibit A, attached hereto (the
“Plant”);
(b)
All third party (non-Equitable) easements, rights-of-way, and other
property rights pertaining to the location, use, operation and
maintenance of the Plant.
All
of the properties (real, personal and mixed) described hereinabove
are referred to as “ Properties ”.
TO
HAVE AND TO HOLD the Properties, together with all and singular the
rights and appurtenances thereunto in anywise belonging unto
Equitable, its successors and assigns, forever, subject to the
following terms and conditions:
1.
Special Warranty Of Title . MarkWest represents
and warrants that the Properties are free and clear of all liens,
encumbrances, security interests or other adverse claims arising
by, through or under MarkWest. MarkWest shall warrant and
defend the title to the Properties conveyed to EG against every
person whomsoever lawfully claims the Properties or any part
thereof by, through, or under MarkWest, but not
otherwise.
MarkWest further represents that:
a.
As of the date of this Assignment, MarkWest has not received
written notice of any existing or threatened environmental claims
or conditions related to the Properties which, individually or in
the aggregate, would reasonably be expected to have a material
adverse effect.
b.
MarkWest has not received written notice of any undisclosed
charges, obligations or payments which MarkWest owes to any third
party, now or in the future, relating to the Properties, that
Equitable will become subject to, excluding charges incurred in the
ordinary course of business.
Equitable represents and warrants
that:
a.
Equitable has the full power and right to enter into and perform
its obligations with respect to the Properties as described in this
Assignment.
2.
Compliance With Laws : This Assignment is made subject
to all applicable laws, statutes, ordinances, permits, decrees,
orders, judgments, rules and regulations which are
promulgated, issued or enacted by a governmental entity having
appropriate jurisdiction.
3.
Tax Apportionment :
3.1
Non-Ad-Valorem Taxes Fees and Expenses . Equitable
shall assume responsibility for and bear and pay all sales, use,
documentary, recording, stamp, transfer, and other similar taxes,
fees and expenses attributable to or arising from EG’s
purchase of the Properties as contemplated under the terms of this
Assignment. Equitable further agrees to pay all filing and
recording fees relating to the filing and recording of any
instruments delivered by MarkWest to convey the Properties to
EG. For the taxes or fees which MarkWest retains
responsibility for, MarkWest shall indemnify, defend and hold
harmless Equitable, its affiliates, and their directors, officers,
employees and representatives with regard to any damages,
obligations, liabilities, penalties, costs and expenses (including
without limitation reasonable attorneys fees) resulting in any way
from the nonpayment of taxes or other fees for which MarkWest is
responsible. For the taxes or fees which Equitable assumes
responsibility for pursuant to that certain Settlement and Release Agreement by and
among EPC, EG, MarkWest and MarkWest Hydrocarbon, Inc., dated
November 16, 2007 , Equitable shall indemnify, defend
and hold harmless MarkWest, its affiliates, and their directors,
officers, employees and representatives with regard to any damages,
obligations, liabilities, penalties, costs and expenses (including
without limitation reasonable attorneys fees) resulting in any way
from the nonpayment of taxes or other fees for which Equitable is
responsible.
3.2
Payment of Ad Valorem and Similar Taxes . Subject to
Sections 3.4, 3.5 and 3.6, (i) MarkWest shall be responsible
for the preparation and filing of any ad valorem and similar
property tax returns that are required to be filed prior to
the
2
Effective Date and shall be responsible for the
payment of all ad valorem and other property taxes, including
fines, interest, and penalties related thereto, imposed on or with
respect to the Properties and that are attributable to any time
prior to the Effective Date and shall be entitled to any refunds,
rebates, overpayments and the like, arising from or with respect to
the Properties and that are attributable to any time prior to the
Effective Date; (ii) Equitable shall be responsible for the
preparation and filing of any ad valorem and similar property tax
returns that are required to be filed subsequent to the Effective
Date and shall be responsible for the payment of all ad valorem and
other property taxes, including fines, interest and penalties
related thereto, imposed on or with respect to the Properties and
that are attributable to any time on or after the Effective Date
and shall be entitled to any refunds, rebates, overpayments and the
like, arising from or with respect to the Properties and that are
attributable to any time on or after the Effective Date.
MarkWest agrees upon request to p
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