SPECIAL WARRANTY OF TITLE) TITLE TO
ANY OF THE ASSETS; (iv) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY
PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA
OR INTERPRETATION, RELATING TO THE ASSETS; (v) THE MAINTENANCE, REPAIR,
CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS; (vi) THE
CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES,
CHARTS OR STATEMENTS PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE
ASSETS; AND (vii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE
AVAILABLE TO ASSIGNEE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT AS
EXPRESSLY SET FORTH IN THIS ASSIGNMENT, ASSIGNOR FURTHER DISCLAIMS, AND ASSIGNEE
AGREES AND ACKNOWLEDGES THAT IT HAS NOT RELIED UPON, ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF THE CONDITION OF THE FACILITIES, OF
FREEDOM FROM LATENT VICES OR DEFECTS OR CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS OF ANY ASSETS OR RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO
CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE. ASSIGNEE
ACCEPTS THE ASSETS "AS IS," "WHERE IS," AND "WITH ALL FAULTS" AND IN ITS PRESENT
CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ASSIGNOR MAKES NO, AND ASSIGNEE ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED
UPON ANY, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE, REPRESENTATION OR WARRANTY
AS TO (i) THE VALUE, QUALITY, QUANTITY, VOLUME OR DELIVERABILITY OF ANY OIL, GAS
OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER OR ATTRIBUTABLE TO THE ASSETS
(INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION
OR DRILLING OPPORTUNITIES), (ii) GAS BALANCING OR PAYOUT ACCOUNT INFORMATION,
ALLOWABLES, OR OTHER REGULATORY MATTERS, (iii) THE PHYSICAL, OPERATING OR
REGULATORY COMPLIANCE OF THE ASSETS, (iv) ANY MATTER OR CIRCUMSTANCE RELATING TO
ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE
PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT OR ANY
OTHER ENVIRONMENTAL CONDITION OF THE PROPERTY, (v) PROJECTIONS AS TO EVENTS THAT
COULD OR COULD NOT OCCUR, OR (vi) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE
ASSETS OR ANY VALUE THEREOF. ASSIGNEE ACKNOWLEDGES THAT THIS WAIVER IS
CONSPICUOUS.
Assignee acknowledges that the Assets have been used for oil and gas
exploration, drilling, producing, treating and transportation operations,
related oil field operation and possibly the storage and disposal of waste
materials incidental to, or occurring in connection with, such operations and
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that physical changes in the land and/or water bottoms may have occurred as a
result of such uses. Assignee further acknowledges that there is a possibility
that there are currently unknown, abandoned wells, plugged wells, pipelines and
other equipment on or underneath the property subject to the Assets.
Additionally, Assignee acknowledges that the Assets may contain asbestos,
hazardous substances, or Naturally Occurring Radioactive Material ("NORM"). NORM
may affix or attach itself to the inside of wells, materials, and equipment as
scale or in other forms; wells, materials and equipment located on the Lease