any part thereof, by,
through or under Assignor, but not otherwise; subject, however, to the Permitted
Encumbrances (as such term is defined in the Continental Purchase Agreement) and
the other matters set forth herein and therein. In no event shall the foregoing
warranty extend to or be enforceable by any party other than Assignee,
specifically excluding Assignee's successors and permitted assigns in all or
part of the Assigned Interests.
2.02
Disclaimer.
THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
ASSIGNOR CONTAINED IN THE AGREEMENT BETWEEN ASSIGNOR AND ASSIGNEE ARE EXCLUSIVE
AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY.
EXCEPT FOR THE EXPRESS REPRESENTATIONS OF ASSIGNOR IN THE AGREEMENT
AND THE SPECIAL WARRANTY OF TITLE IN THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT
ASSIGNOR HAS NOT MADE AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS,
IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO PRODUCTION RATES,
RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY,
RECOVERABILITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE
TO THE ASSIGNED INTERESTS.
EXCEPT FOR THE EXPRESS REPRESENTATIONS OF ASSIGNOR
IN THE
AGREEMENT, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY
WAIVES, (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED
OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR
EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY
IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN,
(e) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, (f) ANY
IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF
MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, (g)
THE CONTENT OR ACCURACY OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT,
OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO
THE ASSIGNED INTERESTS, AND (h) THE MAINTENANCE, REPAIR, CONDITION, QUALITY,
SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSIGNED INTERESTS.
IT IS THE
EXPRESS INTENTION OF ASSIGNEE AND ASSIGNOR THAT THE PERSONAL PROPERTY,
EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSIGNED INTERESTS
SHALL BE CONVEYED TO ASSIGNEE, AND ASSIGNEE SHALL ACCEPT SAME, AS IS , WHERE IS,
WITH ALL FAULTS AND DEFECTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR
AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE WILL MAKE OR CAUSE TO BE MADE
SUCH
INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT,
INVENTORY
MACHINERY AND FIXTURES AS ASSIGNEE DEEMS APPROPRIATE.
ASSIGNOR AND ASSIGNEE
AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE
DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS"
DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.
ASSIGNEE
AGREES THAT THE FOREGOING WAIVERS ARE A MATERIAL AND INTEGRAL PART OF THIS
TRANSACTION AND THE CONSIDERATION THEREOF.
2
ASSIGNEE ACKNOWLEDGES THAT IN THE PAST THERE MAY HAVE BEEN SPILLS OF WASTES,
CRUDE OIL, PRODUCED WATER, OR OTHER MATERIALS (INCLUDING, WITHOUT LIMITATION,
ANY TOXIC, HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES) ONTO THE LANDS
ASSOCIATED WITH THE ASSIGNED