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899498 11/03/2017 01:14:15 PM Page 8 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />Second CIosing Assets also may include buried pipelines and other <br />equipment, the locations of which may not be known by Assignor or <br />readily apparent by a physical inspection of the Second Closing Assets. <br />(c) Disclaimers. <br />Assignor and Assignee agree that, to the extent required by applicable law to be <br />effective, the disclaimers of certain representations and warranties contained in <br />this Deed are "conspicuous" disclaimers for the purpose of any applicable law. <br />(d) Limitation. <br />Any and all duties and obligations which a Party may have to the other Party with <br />respect to or in connection with this Assignment, are limited to those in this <br />Assignment and the Purchase Agreement. The Parties do not intend that: <br />(i) the duties or obligations of any Party, or the rights of any Party, shall be <br />expanded beyond the terms of this Assignment and the Purchase <br />Agreement on the basis of any legal or equitable principle or on any other <br />basis whatsoever; or <br />(ii) any equitable or legal principle or any implied obligation of good faith or <br />fair dealing or any other matter requires any such party to incur, suffer, or <br />perform any act, condition, or obligation contrary to the terms of this <br />Assignment and that it would be unfair, and that they do not intend to <br />increase any of the obligations of any Party on the basis of any implied <br />obligation or otherwise. <br />3.4 Definitions. <br />In this Assignment, the following terms have the given meanings: <br />"Assignee" has the meaning set forth in the preamble. <br />"Assignment" has the meaning set forth in the preamble. <br />"Assignor" has the meaning set forth in the preamble. <br />"Assignor Retained Assets" means: <br />(a) the Firm Transportation Contracts; <br />(b) the Excluded Records; <br />(c) all claims and causes of action of Assignor or any of its Affiliates arising <br />under or with respect to any Contract (including Material Contracts) or in <br />respect of the Second Closing Assets to the extent attributable to the <br />period of time prior to the Effective Date or associated with items included <br />0 <br />