ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS ANY,
WARRANTY OF TITLE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION RIGHTS TO
RETURN OF ANY CONSIDERATION OR PURCHASE PRICE.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, ALL IMPLIED COVENANTS AND WARRANTIES ARISING FROM THE USE OF
THE WORDS "GRANTS," "BARGAINS," "ASSIGNS" AND "CONVEYS" ARE HEREBY EXPRESSLY
DISCLAIMED AND NEGATED. All equipment and other personal property forming any
part of the Assets is hereby transferred subject to normal wear and tear and
without warranties of any kind whatsoever, whether statutory, express or
implied,
and WITH NO WARRANTY AS TO TITLE, MERCHANTABILITY, FITNESS OR
SUITABILITY FOR ANY PARTICULAR PURPOSE. THIS ASSIGNMENT IS MADE WITHOUT ANY
EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER.
VI.
(a)
Governing Law.
This Assignment executed in accordance herewith
shall be governed by and interpreted in accordance with the laws of the State of
Texas, without regard to conflict of law rules that would direct application of
the laws of another jurisdiction, except to the extent that it is mandatory that
the law of the jurisdiction wherein the Assets are located shall apply.
(b)
Captions.
The captions in this Assignment are for convenience
only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Assignment.
(c)
WAIVER OF CONSUMER RIGHTS/DTPA WAIVER.
TO THE EXTENT THE
PROVISIONS ARE APPLICABLE TO THE ASSETS OR ANY PORTION THEREOF, ASSIGNEE HEREBY
VOLUNTARILY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT
(DTPA), CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER
THAN SECTION 17.555, WHICH
10
IS NOT WAIVED), TEX. BUS. & COM. CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS
AND PROTECTIONS.
IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER,
ASSIGNEE HEREBY REPRESENTS AND WARRANTS TO ASSIGNOR THAT IT (i) IS IN THE
BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR
COMMERCIAL OR BUSINESS USE; (ii) HAS CONSULTED WITH AN ATTORNEY OF ASSIGNEE'S
OWN CHOOSING; (iii) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL, BUSINESS AND OIL
AND GAS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE
TRANSACTIONS CONTEMPLATED HEREBY; (iv) IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION; AND (v) UNDERSTANDS THAT THIS WAIVER IS A MATERIAL AND
INTEGRAL PART OF THIS ASSIGNMENT AND THE CONSIDERATION THEREOF.
IN ADDITION,
ASSIGNEE WAIVES ITS RIGHTS UNDER ALL OTHER CONSUMER PROTECTION STATUTES OF TEXAS
OR ANY OTHER STATE APPLICABLE TO THIS TRANSACTION THAT MAY BE WAIVED. ASSIGNEE
EXPRESSLY RECOGNIZES THAT THE PURCHASE PRICE FOR WHICH ASSIGNOR HAS AGREED TO
PERFORM ITS OBLIGATIONS UNDER THIS ASSIGNMENT HAS BEEN PREDICATED UPON THE
INAPPLICABILITY OF THE DTPA AND THE WAIVER OF ASSIGNEE OF ITS RIGHTS UNDER
CONSUMER PROTECTION STATUTES AND ASSIGNEE FURTHER RECOGNIZES THAT ASSIGNOR IN
DETERMINING TO PROCEED WITH THE ENTERING INTO OF THIS ASSIGNMENT, HAS EXPRESSLY
RELIED ON THIS WAIVER AND THE INAPPLICABILITY OF THE DTPA AND THE CONSUMER
PROTECTION STATUTES.
(d)
No Sale of Fractional Undivided Interests.
Assignee is Accredited
Investor.
Assignee has such knowledge