and other authorizations and other rights granted by governmental authorities
and all certificates of convenience or necessity, immunities, privileges, grants
and other rights that relate to the Properties or the ownership or operation of
any thereof, to the extent the same are assignable (the "Permits"); and
(h) All of Assignor's books, records and files related to the any of the
properties described in (a) through (f) above, including all (i) abstracts,
title opinions, title reports, environmental site assessments, environmental
compliance reports, lease and land files, surveys,
A-2
analyses, compilations, correspondence, filings with and reports to regulatory
agencies and other documents, contracts, agreements and instruments that in any
manner relate to such properties, (ii) computer databases that are owned by or
licensed to Assignor that relate to such properties, (iii) geophysical,
geological, engineering, exploration, production and other technical data,
magnetic field recordings, digital processing tapes, field prints, summaries,
reports and maps, whether written or in electronically reproducible form, that
are in the possession of Assignor and relate to such properties and (iv) all
other books, records, files and magnetic tapes containing title or other
information that are in the possession of Assignor and relate to such properties
(the "Data"), but specifically excluding (i) previous offers and economic
analyses associated with the acquisition, sale or exchange of such properties,
(ii) interpretive information, (iii) personnel information, (iv) corporate,
legal, financial and tax information, (v) information covered by a
non-disclosure obligation, (vi) information covered by a legal privilege and
(vii) any other Data or information that Assignor does not have the right to
assign to Assignees.
TO HAVE AND TO HOLD the Properties unto Assignees, their respective
successors and assigns forever, subject, however, to the matters set forth
herein.
ARTICLE II
Warranty of Title; Permitted Encumbrances
2.1 Warranty of Title. Assignor does hereby bind itself to warrant and
forever defend, all and singular, the Properties unto Assignees, against every
person whomsoever lawfully claiming or to claim the same or any part thereof,
by, through or under Assignor, but not otherwise, and subject to the Permitted
Encumbrances (as defined below).
2.2 Disclaimer of Representations and Warranties. THE PROPERTIES ARE
ASSIGNED TO ASSIGNEES "AS IS, WHERE IS" AND WITH ALL FAULTS IN THEIR PRESENT
CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE. EXCEPT AS EXPRESSLY SET FORTH
IN SECTION 2.1 HEREOF, ASSIGNOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES CONCERNING THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, THE QUALITY OF
HYDROCARBON RESERVES, THE QUANTITY OF HYDROCARBON RESERVES, THE AMOUNT OF
REVENUES, THE AMOUNT OF OPERATING COSTS, CONDITION (PHYSICAL OR ENVIRONMENTAL),
QUALITY, COMPLIANCE WITH APPLICABLE LAWS, ABSENCE OF DEFECTS (LATENT OR PATENT),
SAFETY, STATE OF REPAIR, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND ASSIGNEES EXPRESSLY RELEASE ASSIGNOR FROM THE SAME. ASSIGNOR DISCLAIMS ANY
AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY,
ACCURACY, COMPLETENESS OR MATERIALITY OF THE RECORDS AND ANY OTHER INFORMATION
PROVIDED AT ANY TIME (WHETHER ORAL OR WRITTEN) TO ASSIGNEES, THEIR OFFICERS,
AGENTS,