all rights or benefits under or in connection with any State or Federal
candidate conservation agreements or similar agreements;
(u)
all books, records and files that relate to Excluded Assets;
(v)
any records retained by Assignor pursuant to Section 2.02(g) of the
Purchase and Sale Agreement;
(w)
Assignor's area-wide bonds, permits and licenses or other permits,
licenses or authorizations used in the conduct of Assignor's business generally;
(x)
all rights of Assignor in formations, strata, horizons or depths that are
excepted or excluded in the land descriptions contained in Exhibit A attached
hereto;
(y)
all rights of Assignor under the Purchase and Sale Agreement or under any
instruments executed and delivered in connection with the Closing; and
(z)
all items which would have constituted "Assets" as defined above but for,
and only to the extent of, their being used or held in connection with the
Excluded Assets, and all surface leases and the other items listed on Schedule
2.03(z) attached hereto.
C -5
TO HAVE AND TO HOLD the Assets, together with all and singular the rights,
privileges, contracts and appurtenances, in any way appertaining or belonging to
the Assets, unto Assignee, its successors and assigns, forever, subject to the
matters set forth in this Assignment.
ARTICLE II
Special Warranty of Title and Disclaimers
Section 2.01
Special Warranty of Title. Assignor hereby agrees to WARRANT AND
FOREVER DEFEND all and singular the title to the Assets unto Assignee, its
successors and assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof, by, through or under Assignor, but not
otherwise; subject to the Permitted Encumbrances (as such term is defined in the
Purchase and Sale Agreement), the terms and provisions of the Purchase and Sale
Agreement and the other matters set forth herein.
Section 2.02
DISCLAIMERS. WITHOUT PREJUDICE TO ANY RIGHTS OF ASSIGNEE OR
ASSIGNOR UNDER THE PURCHASE AND SALE AGREEMENT, BY ACCEPTANCE OF THIS
ASSIGNMENT:
(a)
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. ASSIGNEE ACKNOWLEDGES AND
AGREES THAT THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNOR CONTAINED IN
THIS ASSIGNMENT AND IN THE PURCHASE AND SALE AGREEMENT ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.
(b)
SALE "AS IS" "WHERE IS". ASSIGNEE REPRESENTS THAT IT HAS INSPECTED, OR
HAS HAD THE OPPORTUNITY TO INSPECT, THE ASSETS AND ACCEPTED THE PHYSICAL AND
ENVIRONMENTAL CONDITION OF SAME ON AN "AS IS-WHERE IS" BASIS AND ASSIGNEE
FOREVER RELEASES ASSIGNOR FROM ANY LIABILITY WITH RESPECT TO THE PHYSICAL AND
ENVIRONMENTAL CONDITION OF THE ASSETS, REGARDLESS OF WHETHER CAUSED BY OR
ATTRIBUTABLE TO ASSIGNOR'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE,
FAULT, OR STRICT LIABILITY, AND REGARDLESS OF WHETHER ARISING DURING THE PERIOD
OF, OR FROM, OR IN CONNECTION WITH ASSIGNOR'S OWNERSHIP OF THE ASSETS OR USE OF
THE PROPERTY DESCRIBED IN THE LEASES. WITHOUT LIMITING THE FOREGOING, ASSIGNEE
WAIVES ANY RIGHT TO RECOVER FROM ASSIGNOR AND FOREVER RELEASES AND DISCHARGES
ASSIGNOR AND AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS ASSIGNOR,
ASSIGNOR'S MEMBERS,