Representations and Warranties by Contributor.
(a) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED IN SECTION 3,
SECTION 4 OR THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT, (I) CONTRIBUTOR
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (II)
CONTRIBUTOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY
REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY
OR IN WRITING) TO THE PARTNERSHIP OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS,
CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION
OR ADVICE THAT MAY HAVE BEEN PROVIDED TO THE PARTNERSHIP BY ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF CONTRIBUTOR
OR ANY OF ITS AND THEIR AFFILIATES).
(b) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED IN SECTION 4 OR
THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT, CONTRIBUTOR EXPRESSLY DISCLAIMS
ANY REPRESENTATION OR WARRANTY, EXPRESS, 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 INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS
PREPARED BY CONTRIBUTOR OR THIRD PARTIES WITH RESPECT TO THE PROPERTIES, (VIII)
ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO THE
PARTNERSHIP OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS,
CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING
THERETO AND (IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR
TRADEMARK INFRINGEMENT. EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY
REPRESENTED IN SECTION 4, CONTRIBUTOR 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
5
CONSIDERATION, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE
PARTNERSHIP 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 THE
PARTNERSHIP HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS THE PARTNERSHIP
DEEMS APPROPRIATE.
(c) CONTRIBUTOR 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 AGREEMENT