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958246 06/16/2021 0916:47 AM Page 6 of 132
<br /> Jean Alberico, Garfield County, Colorado
<br /> Rec Fee: $668.00 Doc Fee: $0.00 eRecorded
<br /> Section 1.4 No Warranty. Except as set forth in Section 4.2 of the Purchase
<br /> Agreement, the Assets are being assigned by Assignor to Assignee without warranty of title of any
<br /> kind, whether common law or statutory, express or implied. To the extent transferable, Assignor
<br /> hereby assigns to Assignee, its successors and assigns, full power and right of substitution and
<br /> subrogation in and to all covenants and warranties (including warranties of title) by owners in
<br /> Assignor's chain of title, vendors, or others, given or made with respect to the Assets or any part
<br /> thereof prior to the Effective Time, excluding covenants and/or warranties given or made by any
<br /> Affiliate of Assignor.
<br /> Section 1.5 Certain Definitions.
<br /> "Affiliate" means with respect to any Person, a Person that, directly or indirectly, through
<br /> one or more entities, controls, is controlled by or is under common control with the Person
<br /> specified. For the purpose of the immediately preceding sentence, the term "control" and its
<br /> syntactical variants mean the power, direct or indirect, to direct or cause the direction of the
<br /> management of such Person, whether through the ownership of voting securities, by contract,
<br /> agency or otherwise.
<br /> "Hydrocarbons" means oil, gas and other hydrocarbons produced or processed in
<br /> association therewith(whether or not such is in liquid or gaseous form)or any combination thereof,
<br /> and any minerals (whether in liquid or gaseous form) produced in associated therewith, including
<br /> all crude oil,gas, casinghead gas, condensate,natural gas liquids, oil shale, and other hydrocarbons
<br /> (including ethane, propane, iso-butane, nor-butane, gasoline, and scrubber liquids)of any type and
<br /> chemical composition.
<br /> "Excluded Assets" has the meaning set forth in Section 1.2.
<br /> "Existing Contracts"means, except for any Excluded Asset, all contracts, agreements and
<br /> instruments by which any of the Assets are bound, or to which any Assets are subject(but in each
<br /> case only to the extent applicable to such Assets and not to other properties of Assignor or its
<br /> Affiliates not included in the Assets), including operating agreements, unitization, pooling and
<br /> communitization agreements, declarations and orders, joint venture agreements, farmin and
<br /> farmout agreements, water rights agreements, exploration agreements, area of mutual interest
<br /> agreements, participation agreements, exchange agreements, transportation or gathering
<br /> agreements, agreements for the sale and purchase of Hydrocarbons and processing agreements;
<br /> provided, however, that "Existing Contracts" shall exclude (a) any master service agreements,
<br /> blanket agreements and similar contracts, (b) all of the instruments constituting the Leasehold
<br /> Interests, Rights-of-Way, or creating or assigning any real property interest and (c) the marketing
<br /> contracts listed on Schedule 2.3(u) of the Purchase Agreement.
<br /> "Imbalance" means any Pipeline Imbalance and Well Imbalance.
<br /> "Law" means any applicable law, statute, regulation, ordinance, order, code, ruling, writ,
<br /> injunction, decree or other act of or by any governmental authority (including any administrative,
<br /> executive,judicial, legislative, regulatory or taxing authority).
<br /> "Midstream Facilities" means the facilities described on Exhibit A-13 together with
<br /> Assignor's interest in the Hydrocarbons located in such Midstream Facilities.
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