working interests and net revenue interests in
the Wells described on Exhibit B, free and clear of all liens and encumbrances
arising by, through and under Assignor, but not otherwise, subject to and
burdened by the terms and conditions of this Assignment, the Leases, the Surface
Rights, the Material Contracts, and all other similar burdens on the Lands
recorded in the real property records of Weld and Morgan Counties, Colorado, as
of the Effective Time.
5.
[Intentionally Omitted].
Page 3 of 6
6.
Disclaimers.
(a)
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED HEREIN, THE
PROPERTIES ARE BEING CONVEYED BY ASSIGNOR TO ASSIGNEE WITHOUT WARRANTY OF ANY
KIND, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE, AND THE PARTIES
HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY WARRANTY OF MERCHANTABILITY,
CONDITION, SAFETY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBJECT TO THE
RETAINED LIABILITIES OF ASSIGNOR, IS ANY, ASSIGNEE ACCEPTS THE PHYSICAL
CONDITION OF THE PROPERTIES "AS IS, WHERE IS, AND WITH ALL FAULTS" CONDITION AND
STATE OF REPAIR. EXCEPT TO THE EXTENT OF ASSIGNOR'S RETAINED LIABILITIES,
ASSIGNOR SHALL HAVE NO LIABILITY TO ASSIGNEE FOR ANY CLAIMS CAUSED OR ALLEGED TO
BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY, BY
THE
DESCRIPTIONS OF THE PROPERTIES, BY ANY INADEQUACY THEREOF OR THEREWITH,
ARISING IN STRICT LIABILITY OR OTHERWISE, OR IN ANY WAY ARISING OUT OF
ASSIGNEE'S PURCHASE THEREOF. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO
THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS
ASSIGNMENT ARE "CONSPICUOUS" FOR THE PURPOSES OF SUCH APPLICABLE LAW.
(b)
EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ANY AND
ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE,
RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE
EXISTENCE OR EXTENT OF RESERVES, THE VALUE OF THE PROPERTIES BASED THEREON, OR
THE CONDITION OR STATE OF REPAIR OF THE PROPERTIES. THIS DISCLAIMER EXTENDS TO
ANY REPRESENTATION OR WARRANTY AS TO THE PRICES ASSIGNEE AND/OR ASSIGNOR ARE OR
WILL BE ENTITLED TO RECEIVE FROM THE PRODUCTION FROM THE PROPERTIES, IT BEING
ACKNOWLEDGED AND AGREED THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH
ASSIGNEE HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION
OF ASSIGNEE. ALSO, ASSIGNEE ACKNOWLEDGES AND AGREES THAT RESERVE REPORTS ARE
ESTIMATES ONLY OF PROJECTED FUTURE OIL AND/OR GAS VOLUMES, FUTURE FINDING COSTS
AND FUTURE OIL AND/OR GAS SALES PRICES, ALL OF WHICH FACTORS ARE INHERENTLY
IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND INFORMATION.
(c)
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE NOT
"CONSUMERS" WITHIN THE MEANING OF ANY DECEPTIVE TRADE PRACTICES OR CONSUMER
PROTECTION ACT, OR ANY APPLICABLE LAW. ASSIGNEE HEREBY EXPRESSLY DISCLAIMS,
WAIVES AND RELEASES ALL OF ASSIGNEE'S RIGHTS AND REMEDIES UNDER ALL APPLICABLE
LAW WHICH MAY AFFORD CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER
CONSULTATION WITH AN ATTORNEY OF ASSIGNEE'S OWN SELECTION, ASSIGNEE VOLUNTARILY
CONSENTS TO THIS WAIVER AND RELEASE. TO EVIDENCE ASSIGNEE'S ABILITY TO GRANT
SUCH WAIVER, ASSIGNEE HEREBY REPRESENTS AND WARRANTS TO ASSIGNOR THAT: