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89949611103/2017 01:14:15 PM Page 14 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />conditions or limitations on warranties set forth in this Assignment or the Purchase <br />Agreement and is not intended to create, and shall not create, any representations, <br />warranties or additional covenants of or by Assignors or Assignee, and (c) shall be <br />deemed to contain all of the terns and provisions of this Assignment, as fully and to all <br />intents and purposes as though the same were set forth at length in such separate <br />assignment. Also, to facilitate recordation, there may be omitted from one or more <br />Exhibits to any counterpart of this Assignment descriptions of the Second Closing Assets <br />located in recording jurisdictions other than the jurisdiction in which the counterpart of <br />this Assignment is to be filed or recorded. <br />5.2 Purchase Agreement. <br />This Assignment is expressly subject to the terms and conditions of the Purchase <br />Agreement, including with respect to the interests assigned hereby. If there is a conflict <br />between the terms of this Assignment and the Purchase Agreement, the terms of the <br />Purchase Agreement shall control. <br />5.3 Further Assurances. <br />Subject to the terms and conditions of this Assignment, each Party will use its <br />commercially reasonable efforts to take, or cause to be taken, all actions and to do, or <br />cause to be done, all things necessary or desirable, under applicable Law or otherwise, to <br />give full effect to the terms and provisions of this Assignment. The Parties agree to <br />execute and deliver such other documents, certificates, agreements, and other writings <br />and to take such other actions (in each case) as may be reasonably necessary or desirable <br />in order to give full effect to the terms and provisions of this Assignment in accordance <br />with the terms hereof. <br />5.4 Governing Law. <br />This Assignment shall be governed and construed in accordance with the Laws of the <br />State of Colorado, without regard to the Laws that might be applicable under conflicts of <br />laws principles, except to the extent that the Laws of another state are mandatorily <br />applicable. <br />5.5 Successors and Assigns. <br />This Assignment shall be binding upon and inure to the benefit of the Parties and their <br />respective permitted successors and assigns. <br />5.6 Counterparts. <br />This Assignment may be executed in two or more counterparts, each of which shall be <br />deemed an original, but all of which together shall constitute one and the same <br />instrument. No Party shall be bound until such time as all of the Parties have executed <br />and delivered counterparts of this Assignment. <br />5.7 interpretation. <br />14 <br />