2018-04-09_REVISION - M2007067 ‎(6)‎

• Permit No: M2007067
• IBM Index Class Name: REVISION
• Doc Date: 4/9/2018
• Doc Name: Application
• From: Caerus/Marathon
• To: DRMS
• Type & Sequence: SO1
• Email Name: ACY
• Media Type: D
• Archive: No

899496 11/03/2017 01.14.15 PM Page 6 of 44
Jean Alberico, Garfield County, Colorado
Rec Fee: $228.00 Doc Fee: $0.00 eRecorded
Second Closing Assets also may include buried pipelines and other
equipment, the locations of which may not be known by Assignor or
readily apparent by a physical inspection of the Second Closing Assets.
(c) Disclaimers.
Assignor and Assignee agree that, to the extent required by applicable law to be
effective, the disclaimers of certain representations and warranties contained in
this Deed are"conspicuous"disclaimers for the purpose of any applicable law.
(d) Limitation.
Any and all duties and obligations which a Party may have to the other Party with
respect to or in connection with this Assignment, are limited to those in this
Assignment and the Purchase Agreement. The Parties do not intend that:
(i) the duties or obligations of any Party, or the rights of any Party, shall be
expanded beyond the terms of this Assignment and the Purchase
Agreement on the basis of any legal or equitable principle or on any other
basis whatsoever; or
(ii) any equitable or legal principle or any implied obligation of good faith or
fair dealing or any other matter requires any such parry to incur, suffer, or
perform any act, condition, or obligation contrary to the terms of this
Assignment and that it would be unfair, and that they do not intend to
increase any of the obligations of any Party on the basis of any implied
obligation or otherwise.
3.4 Definitions.
In this Assignment,the following terms have the given meanings:
"Assignee" has the meaning set forth in the preamble.
"Assignment"has the meaning set forth in the preamble.
"Assignor"has the meaning set forth in the preamble.
"Assignor Retained Assets"means:
(a) the Firm Transportation Contracts;
(b) the Excluded Records;
(c) all claims and causes of action of Assignor or any of its Affiliates arising
under or with respect to any Contract (including Material Contracts) or in
respect of the Second Closing Assets to the extent attributable to the
period of time prior to the Effective Date or associated with items included
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