the Agreement, all other liabilities, duties, and obligations that
arise out of the ownership, operation or use of the Assets prior to the
Effective Time, including, but not limited to, the payment of all operating
expenses and capital expenditures relating to the Assets, all liabilities,
duties, and obligations, express or implied, imposed upon Assignor herein under
the provisions of the Leases and any and all assignments, subleases, farmout
agreements, assignments of overriding royalty, joint operating agreements,
easements, rights-of-way, and all other contracts, agreements and instruments
affecting the Leases, or the premises covered thereby, whether recorded or
unrecorded, whether identified or not on the Exhibits or Schedules attached
hereto or to the Agreement and under all applicable laws, rules, regulations,
orders and ordinances.
VI.
LIMITED WARRANTIES, WAIVERS AND INDEMNIFICATIONS
(a)
THIS CONVEYANCE IS MADE WITHOUT WARRANTY OF
TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WITHOUT RECOURSE,
EVEN AS TO THE RETURN OF THE PURCHASE PRICE OR OTHER CONSIDERATION, EXCEPT THAT,
SUBJECT TO THE PERMITTED ENCUMBRANCES, ASSIGNOR WARRANTS TITLE TO THE ASSETS
AGAINST ALL CLAIMS, LIENS, BURDENS AND ENCUMBRANCES ARISING BY, THROUGH OR UNDER
ASSIGNOR, BUT NOT OTHERWISE AND NOT WITH RESPECT TO ANY IMPAIRMENT OR FAILURE OF
TITLE RELATED TO ANY LACK OF PRODUCTION IN PAYING QUANTITIES.
THIS CONVEYANCES
IS MADE WITH FULL SUBSTITUTION AND SUBROGATION TO ASSIGNEE IN AND TO ALL
COVENANTS AND WARRANTIES BY OTHERS HERETOFORE GIVEN OR MADE TO ASSIGNOR WITH
RESPECT TO THE ASSETS.
(b)
ASSIGNEE ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER ASSIGNOR NOR
ASSIGNOR'S PARENT MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY,
IMPLIED OR OTHERWISE WITH RESPECT TO THE COMPANY AND THE ASSETS.
ASSIGNOR, FOR
ITSELF AND ITS PARENT, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS
AND WARRANTIES ASSOCIATED WITH THE COMPANY, OR THE ASSETS, EXPRESS, STATUTORY,
IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING:
(A) TITLE (EXCEPT AS PROVIDED IN SECTION VI(a) ABOVE, (B) ANY COSTS, EXPENSES,
REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE, OR ACCOUNTS PAYABLE, (C) ANY
CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE
COMPANY, OR THE ASSETS, (D) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF
THE COMPANY OR THE ASSETS OR TRANSPORTABILITY OF PRODUCT, (E) THE ENVIRONMENTAL
OR PHYSICAL CONDITION OF THE ASSETS, (F) ANY FEDERAL, STATE, LOCAL OR TRIBAL
INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE COMPANY AND THE ASSETS,
(G) THE ABSENCE OF PATENT OR LATENT DEFECTS, (H) THE STATE OF REPAIR OF THE
ASSETS, (I) MERCHANTABILITY OR CONFORMITY TO MODELS, (J) ANY RIGHTS OF ANY
MEMBER OF
11
ASSIGNEE GROUP UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR
RETURN OF THE PURCHASE PRICE, (K) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK
INFRINGEMENT, (L) FITNESS FOR A PARTICULAR PURPOSE, AND (M) PRODUCTION RATES,
RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE
QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY,
ATTRIBUTABLE TO THE ASSETS.
(c)
THE EXPRESS REPRESENTATIONS AND WARRANTIES
OF ASSIGNOR CONTAINED IN THIS CONVEYANCE ARE EXCLUSIVE AND ARE IN LIEU OF ALL
OTHER REPRESENTATIONS