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958246 06/16/2021 09.16.47 AM Page 7 of 132 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $668.00 Doc Fee: $0.00 eRecorded <br /> "Permits" means all permits, licenses, authorizations, registrations, consents or approvals <br /> (in each case)granted or issued by any governmental authority. <br /> "Pipeline Imbalance" means any marketing imbalance between the quantity of <br /> Hydrocarbons attributable to the Assets required to be delivered by Assignor under any contract <br /> or Law relating to the purchase and sale, gathering, transportation, storage, processing or <br /> marketing of such Hydrocarbons and the quantity of Hydrocarbons attributable to the Assets <br /> actually delivered by Assignor pursuant to the relevant contract or at Law, together with any <br /> appurtenant rights and obligations concerning production balancing at the delivery point into the <br /> relevant sale, gathering, transportation, storage or processing facility. <br /> "Rights-of-Way" means, except for any Excluded Asset, all permits, licenses, servitudes, <br /> easements, surface leases, rights-of-way and other surface rights primarily used or held for use in <br /> connection with the ownership or operation of the Assets, other than Permits. <br /> "Transferred Vehicles" shall mean (i) those certain vehicles (or vehicle leases, to the <br /> extent permitted to be transferred by the applicable vehicle leasing company) that are directly <br /> associated with the Transferred Employees and(ii) any other vehicles that Assignor and Assignee <br /> mutually agree shall be transferred from Assignor to Assignee. <br /> "Well Imbalance" means any imbalance at the wellhead between the amount of <br /> Hydrocarbons produced from a Well and allocable to the interests of Assignor therein and the <br /> shares of production from the relevant Well to which Assignor is entitled, together with any <br /> appurtenant rights and obligations concerning future in kind and/or cash balancing at the wellhead. <br /> ARTICLE 2 <br /> DISCLAIMERS <br /> Section 2.1 Disclaimers. <br /> (a) ASSIGNEE ACKNOWLEDGES AND AGREES THAT, SUBJECT <br /> TO (x) THE PROVISIONS OF ARTICLE IV OF THE PURCHASE AGREEMENT, (y) <br /> ASSIGNEE'S RIGHTS UPON A BREACH BY ASSIGNOR OF ANY OF ITS <br /> REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE V OF THE <br /> PURCHASE AGREEMENT, AND (z) IN THE CASE OF FRAUD, ASSIGNEE SHALL <br /> ACQUIRE THE ASSETS (INCLUDING ASSETS FOR WHICH A DEFECT NOTICE IS <br /> GIVEN UNDER ARTICLE IV OF THE PURCHASE AGREEMENT) IN AN "AS IS, <br /> WHERE IS" CONDITION AND SHALL ASSUME ALL RISKS THAT THE ASSETS <br /> MAY CONTAIN WASTE MATERIALS (WHETHER TOXIC, HAZARDOUS, <br /> EXTREMELY HAZARDOUS OR OTHERWISE) OR OTHER ADVERSE PHYSICAL <br /> CONDITIONS, INCLUDING THE PRESENCE OF UNKNOWN ABANDONED WELLS, <br /> PUMPS, PITS, PIPELINES OR OTHER WASTE OR SPILL SITES WHICH MAY NOT <br /> HAVE BEEN REVEALED BY ASSIGNEE'S ENVIRONMENTAL ASSESSMENT. UPON <br /> THE OCCURRENCE OF CLOSING BUT SUBJECT TO (x) THE PROVISIONS OF <br /> ARTICLE IV OF THE PURCHASE AGREEMENT, (y) ASSIGNEE'S RIGHTS UPON A <br /> BREACH BY ASSIGNOR OF ANY OF ITS REPRESENTATIONS OR WARRANTIES <br />