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<br />Jean Alherico, Garfield County, Colorado
<br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded
<br />Assignee's rights arising hereunder with respect to any breach of Assignor's
<br />covenants in respect of this Assignment or as set forth in the Purchase Agreement.
<br />(b) Defects.
<br />(i) Except for the representations and warranties in Section 5.1 of the
<br />Purchase Agreement and the special warranty of title under this
<br />Assignment, Assignor expressly disclaims any representation or
<br />warranty, express, statutory or implied, as to (i) title to any of the
<br />Second Closing Assets, (ii) the contents, character or nature of any
<br />report of any petroleum engineering consultant, or any engineering,
<br />geological or seismic data or interpretation relating to the Second
<br />Closing Assets, (iii) the quantity, quality or recoverability of
<br />Hydrocarbons in or from the Second Closing Assets, (iv) any
<br />estimates of the value of the Second Closing Assets or future revenues
<br />to be generated by the Second Closing Assets, (v) the production of or
<br />ability to produce Hydrocarbons from the Second Closing Assets, (vi)
<br />the maintenance, repair, condition, quality, suitability, design or
<br />marketability of the Second Closing Assets, (vii) the content,
<br />character or nature of any information memorandum, reports,
<br />brochures, charts or statements prepared by Assignor, its Affiliates or
<br />Third Parties with respect to the Second Closing Assets, (viii) any
<br />other materials or information that may have been made available to
<br />Assignee or its Affiliates or any of its or their Representatives in
<br />connection with the Transaction or any discussion or presentation
<br />relating thereto and (ix) any implied or express warranty of freedom
<br />from patent or trademark infringement. Except for the
<br />representations and warranties in Section 5.1 of the Purchase
<br />Agreement and the special warranty of title under this Assignment,
<br />Assignor further disclaims any representation or warranty, express,
<br />statutory or implied, of merchantability, freedom from latent vices or
<br />defects, fitness for a particular purpose or conformity to models or
<br />samples of materials of any of the Second Closing Assets, rights of a
<br />purchaser under appropriate statutes to claim diminution of
<br />consideration or return of the Purchase Price, it being expressly
<br />understood and agreed by the Parties that Assignee shall otherwise be
<br />deemed to be obtaining the Second Closing Assets in their present
<br />status, condition and state of repair, "as is" and "where is" with all
<br />faults or defects (known or unknown, latent, discoverable or
<br />undiscoverable), and that Assignee has made or caused to be made
<br />such inspections as Assignee deems appropriate.
<br />(ii) Assignee recognizes that the Second Closing Assets have been used for oil
<br />and gas drilling, completion, production, gathering, pipeline,
<br />transportation, storage, and related operations and other oil and gas
<br />operations. Physical changes in the Second Closing Assets and in the
<br />lands included therein may have occurred as a result of such uses. The
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