THE OWNERSHIP OR OPERATION OF THE ASSETS OR THE REAL PROPERTY;
(3)
RIGHTS AND OBLIGATIONS OF THE PARTIES OR THIRD PARTIES UNDER THE
RELATED AGREEMENTS;
(4)
FAILURE BY THIRD PARTIES TO APPROVE OR CONSENT TO ANY ASPECT OF
THE TRANSACTION CONTEMPLATED IN THIS ASSIGNMENT
5
OR THE SALE OR TRANSFER OF THE ASSETS OR ANY PORTION THEREOF;
(5)
GAS IMBALANCES AND PAYMENTS, ROYALTIES OR DISBURSEMENTS PAYABLE TO
THIRD PARTIES RELATING TO THE ASSETS;
(6)
INABILITY OR FAILURE TO OBTAIN THE TRANSFER OF A PERMIT OR
AUTHORIZATION OR THE INABILITY TO OBTAIN A PERMIT OR AUTHORIZATION RELATING TO
THE ASSETS.
(c)
ASSIGNEE'S RELEASE OF ASSIGNOR.
WITHOUT FURTHER ACTION OR
DOCUMENTATION, ASSIGNEE RELEASES AND DISCHARGES, TO THE MAXIMUM EXTENT ALLOWED
BY LAW (BUT NO FURTHER), ASSIGNOR AND ASSIGNOR'S AFFILIATES AND THEIR
RESPECTIVE, SUCCESSORS AND ASSIGNS AND REPRESENTATIVES FROM ALL CLAIMS RELATING
IN ANY WAY TO THE ASSETS, THE REAL PROPERTY OR THE TRANSACTIONS CONTEMPLATED BY
THIS ASSIGNMENT, REGARDLESS OF WHEN OR HOW THE CLAIMS AROSE OR ARISE, OR WHETHER
THE CLAIMS WERE FORESEEABLE OR UNFORESEEABLE. ASSIGNEE'S RELEASE OF ASSIGNOR AND
ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND ASSIGNS,
INCLUDES CLAIMS RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT LIABILITY OF
ASSIGNOR AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND
ASSIGNS, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT,
CONCURRENT, OR SOLE. THERE ARE NO EXCEPTIONS TO ASSIGNEE'S RELEASE OF ASSIGNOR
AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND ASSIGNS,
AND THIS RELEASE IS BINDING ON ASSIGNEE AND ITS SUCCESSORS AND ASSIGNS. WITHOUT
LIMITING THE FOREGOING, THIS RELEASE EXPRESSLY COVERS AND INCLUDES ANY AND ALL
CLAIMS RELATING IN ANY WAY TO THE CLAIMS THAT WERE ASSERTED, OR THAT COULD HAVE
BEEN ASSERTED, WHETHER KNOWN OR UNKNOWN, IN THE CASE STYLED MOSH HOLDING, L.P.
V. PIONEER NATURAL RESOURCES COMPANY; PIONEER NATURAL RESOURCES USA, INC.;
WOODSIDE ENERGY (USA), INC.; AND JPMORGAN CHASE BANK, N.A., AS TRUSTEE OF THE
MESA OFFSHORE TRUST; CAUSE NO. 2006-01984; IN THE 334TH JUDICIAL DISTRICT COURT
OF HARRIS COUNTY, TEXAS. ASSIGNEE EXPRESSLY WARRANTS AND REPRESENTS AND DOES
HEREBY STATE AND REPRESENT THAT NO PROMISE OR AGREEMENT WHICH IS NOT HEREIN
EXPRESSED HAS BEEN MADE TO ASSIGNEE IN EXECUTING THIS ASSIGNMENT OR AGREEING TO
THIS RELEASE AND THAT ASSIGNEE IS NOT RELYING UPON ANY STATEMENT OR
REPRESENTATION OF ASSIGNOR OR ANY AFFILIATE OF ASSIGNOR OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES. ASSIGNEE HAS BEEN REPRESENTED BY LEGAL COUNSEL AND
SAID COUNSEL HAS READ AND EXPLAINED TO ASSIGNEE THE ENTIRE
6
CONTENTS OF THIS ASSIGNMENT AND THIS RELEASE AND EXPLAINED THE LEGAL
CONSEQUENCES THEREOF.
(d)
Inducement to Assignor.
Assignee acknowledges that it evaluated
its obligations under this Article IV and understands its assumption of these
obligations is a material inducement to Assignor to enter into this Assignment.
(e)
Inurement. This Assignment is made subject to governmental and
regulatory agency laws, rules and regulations and subject to all the terms and
the express and implied covenants and conditions of the Lease described in said
Exhibit "A".
Further,