be merged into this Assignment or be otherwise
negated by the execution or delivery of this Assignment, and this Assignment
shall not be construed to amend the Agreement or vary the rights or obligations
of any of the parties from those set forth in the
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Agreement. In the event of any conflict between this Assignment and the
Agreement, the terms of the Agreement shall control. However, third parties may
conclusively rely on this Assignment to vest title to the Assets in Assignee.
Unless otherwise defined herein, all defined terms in this Assignment have the
same meaning as set forth in the Agreement.
B.
Assignee hereby accepts this Assignment from Assignor, subject to
all landowners royalties, overriding royalties, and all other payments out of
production which burden the interests herein assigned, and Assignee agrees to
bear its proportionate share of all such burdens and to assume and perform all
of the terms, covenants, and conditions of said interest to be performed by
Assignor, insofar as they pertain to the interest assigned herein.
C.
Assignor agrees to warrant and forever defend title to the Assets
unto Assignee, its successors and assigns, against the claims and demands of all
persons claiming, or to claim the same, or any part thereof, by, through or
under such Assignor, but not otherwise. Notwithstanding the foregoing limitation
of warranties, this Assignment is made with full substitution and subrogation of
Assignee in and to all warranties made by each Assignor's predecessors in title.
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH ABOVE, THE SUBJECT
PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO TITLE TO THE
PROPERTIES OR RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, AND, EXCEPT AS
PROVIDED OTHERWISE HEREIN WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER
WARRANTY OR REPRESENTATION WHATSOEVER INCLUDING SPECIFICALLY, BUT NOT BY WAY OF
LIMITATION, ANY ENVIRONMENTAL WARRANTIES OR WARRANTIES OF TITLE. ASSIGNEE HAS
INSPECTED, OR WAIVED ITS RIGHT TO INSPECT, THE SUBJECT PROPERTIES FOR ALL
PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION,
BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS
SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS
SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MANMADE FIBERS, OR NATURALLY
OCCURRING RADIOACTIVE MATERIALS ("NORM"). ASSIGNEE IS RELYING SOLELY UPON ITS
OWN INSPECTION OF THE SUBJECT PROPERTIES, AND ASSIGNEE ACCEPTS ALL OF THE SAME
IN THEIR "AS IS," "WHERE IS" CONDITION. THE FOREGOING NOTWITHSTANDING, NOTHING
HEREIN SHALL DIMINISH THE REPRESENTATIONS AND WARRANTIES OF ASSIGNOR AS SET
FORTH IN THE AGREEMENT, OR REDUCE THE INDEMNIFICATION OR OTHER OBLIGATIONS OF
ASSIGNOR SET FORTH IN THE AGREEMENT.
D.
Assignor agrees to execute and deliver to Assignee, from time to
time, such other and additional instruments, notices, division orders, transfer
orders and other documents, and to
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do all such other and further acts