STATUTORY OR
IMPLIED, AS TO (I) TITLE TO ANY OF THE PROPERTIES, (II) THE CONTENTS, CHARACTER
OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY
ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE
PROPERTIES, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR
FROM THE PROPERTIES, (IV) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE
REVENUES TO BE GENERATED BY THE PROPERTIES, (V) THE PRODUCTION OF OR ABILITY TO
PRODUCE HYDROCARBONS FROM THE PROPERTIES, (VI) THE MAINTENANCE, REPAIR,
CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES,
(VII) THE CONTENT, CHARACTER OR NATURE OF ANY
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INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY
ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE PROPERTIES, (VIII) ANY OTHER
MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ASSIGNEE OR ITS
AFFILIATES, OR ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS,
REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS ASSIGNMENT OR THE CONTRIBUTION AGREEMENT OR ANY DISCUSSION OR PRESENTATION
RELATING HERETO AND THERETO AND (IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM
FROM PATENT OR TRADEMARK INFRINGEMENT. WITHOUT LIMITING SECTION 2.1 HEREOF AND
ASSIGNEE'S RIGHTS TO INDEMNITY UNDER SECTION 7 OF THE CONTRIBUTION AGREEMENT,
ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A
PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE
PROPERTIES, RIGHTS OF A PARTY UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND
AGREED BY THE PARTIES THAT ASSIGNEE WILL BE DEEMED TO BE OBTAINING THE
PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND
"WHERE IS" WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR
UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH
INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.
ASSIGNOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY
MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS
INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL
RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE
PROPERTIES, AND NOTHING IN THIS ASSIGNMENT, THE CONTRIBUTION AGREEMENT OR
OTHERWISE WILL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY. WITHOUT
LIMITING ASSIGNEE'S RIGHTS TO INDEMNITY UNDER SECTION 7 OF THE CONTRIBUTION
AGREEMENT, ASSIGNEE WILL BE DEEMED TO BE TAKING THE PROPERTIES "AS IS" AND
"WHERE IS" WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION, AND
ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS
ASSIGNEE DEEMS APPROPRIATE.
THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE
EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED
IN THIS SECTION 2.2 ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE OF ANY
APPLICABLE LAW.
Subrogation. To the extent transferable under the policies, instruments, or
other
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documents creating such rights of subrogation, Assignee shall be and is hereby
subrogated