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, EMPLOYEES AND REPRESENTATIVES IN CONNECTION WITH THE PROPERTIES,
INCLUDING WITHOUT LIMITATION, QUALITY OF HYDROCARBON RESERVES, QUANTITY OF
HYDROCARBON RESERVES, AMOUNT OF REVENUES, AMOUNT OF OPERATING COSTS, FINANCIAL
DATA, CONTRACT DATA, ENVIRONMENTAL CONDITION OF THE PROPERTIES, PHYSICAL
CONDITION OF THE PROPERTIES AND CONTINUED FINANCIAL VIABILITY OF THE PROPERTIES,
AND ASSIGNEES EXPRESSLY RELEASE ASSIGNOR FROM THE SAME.
2.3 Subrogation. Assignees shall be and are hereby subrogated to all
covenants and warranties of title by parties (other than Assignor) heretofore
given or made to Assignor or its predecessors in title in respect of any of the
Properties.
3
ARTICLE III
Miscellaneous
3.1 Further Assurances. Assignor covenants and agrees to execute and
deliver to Assignees all such other and additional instruments and other
documents and will do all such other acts and things as may be necessary more
fully to assure to Assignees or its successors or assigns, all of the respective
properties, rights and interests herein and hereby assigned or intended to be
assigned, including without limitation, executing separate assignments of
individual oil, gas and mineral lease or interests therein, which are included
in the Properties and which are necessary to facilitate the recognition of
Assignee's ownership of the Properties.
3.2 Successors and Assigns. All of the provisions hereof shall inure to the
benefit of and be binding upon the respective successors and assigns of Assignor
and Assignee. All references herein to either Assignor or Assignee shall include
their respective successors and assigns.
3.3 Counterparts. This Assignment may be executed in several original
counterparts, all of which are identical, and each such counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall
constitute but one and the same assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed on the dates of their respective acknowledgments set forth below, to be
effective, however, as of the Effective Time.
Assignor
Bayshore Exploration L.L.C.
/s/Jamin Swantner
Jamin Swantner, President
STATE OF TEXAS
§
COUNTY OF WASHINGTON
§
This instrument was acknowledged before me on the 5th day of September, 2008, by
Jamin Swantner, President of Bayshore Exploration L.L.C., a Texas Limited
Company, on behalf of said corporation.
/s/Drake A. Faske
Notary Public in and for the State of Texas
4
EXHIBIT "A"
Attached to and made a part of that