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895338 07/27/2017 03:49:33 PM Page 9 of 521 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded <br /> REPRESENTATIONS AND WARRANTIES OF ASSIGNORS IN THIS ASSIGNMENT, THE <br /> PURCHASE AGREEMENT, AND THE TRANSACTION DOCUMENTS AND SUBJECT TO <br /> ASSIGNEE'S RIGHTS UNDER ARTICLES IV,V.AND XIV OF THE PURCHASE AGREEMENT <br /> AND THE RIGHTS AND REMEDIES OF ASSIGNEE AS A RESULT OF ANY ACTS OF FRAUD(AS <br /> DEFINED IN THE PURCHASE AGREEMENT)BY ANY MEMBER OF THE SELLER INDEMNIFIED <br /> PARTIES, ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH ASSIGNEE HAS <br /> RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL AND INDEPENDENT <br /> EVALUATION OF ASSIGNEE. ASSIGNEE ALSO STIPULATES,ACKNOWLEDGES,AND AGREES <br /> THAT RESERVE REPORTS ARE ONLY ESTIMATES OF PROJECTED FUTURE OIL AND/OR GAS <br /> VOLUMES,FUTURE FINDING COSTS AND FUTURE OIL AND/OR GAS SALES PRICES,ALL OF <br /> WHICH FACTORS ARE INHERENTLY IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH <br /> ALL AVAILABLE DATA AND INFORMATION. <br /> (d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF <br /> ASSIGNORS IN THIS ASSIGNMENT,THE PURCHASE AGREEMENT,AND THE TRANSACTION <br /> DOCUMENTS,AND SUBJECT TO ASSIGNEE'S RIGHTS UNDER ARTICLES IV,V,AND XIV OF <br /> THE PURCHASE AGREEMENT AND THE RIGHTS AND REMEDIES OF ASSIGNEE AS A RESULT <br /> OF ANY ACTS OF FRAUD(AS DEFINED IN THE PURCHASE AGREEMENT) BY ANY MEMBER <br /> OF THE SELLER INDEMNIFIED PARTIES: (1) ASSIGNORS HAVE NOT AND WILL NOT MAKE <br /> ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE <br /> RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE <br /> ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH,SAFETY,NATURAL RESOURCES <br /> OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE E&P <br /> ASSETS; (2) NOTHING IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT, OR <br /> OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRAN'Y; (3) <br /> ASSIGNEE SHALL BE DEEMED TO BE TAKING THE E&P ASSETS"AS IS" AND"WHERE IS" <br /> WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION, AND (4) <br /> EXCEPT TO THE EXTENT ANY ASSIGNOR IS IN BREACH OF ITS OBLIGATIONS UNDER <br /> ARTICLE III OF THE, PURCHASE AGREEMENT, ASSIGNEE HAS MADE OR CAUSED TO BE <br /> MADE SUCH ENVIRONMENTAL INSPECTIONS OR ENVIRONMENTAL ASSESSMENTS AS <br /> ASSIGNEE DEEMS APPROPRIATE. <br /> (e) THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT,TO THE EXTENT <br /> REQUIRED BY LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE <br /> "CONSPICUOUS"FOR THE PURPOSES OF SUCH LAW. <br /> 8. Successors and Assigns. This Assignment binds and inures to the benefit of <br /> Assignors and Assignee and their respective successors and assigns, and all obligations shall be a <br /> covenant running with the land. This Assignment is intended to be recorded and filed of record. <br /> 9. Governmental Forms. Separate governmental form assignments of the E&P Assets <br /> may be executed on officially approved forms by Assignors to Assignee,in sufficient counterparts <br /> to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to <br /> contain all of the terms of this Assignment. The interests conveyed by such separate assignments <br /> - 9 - <br />