GAS. THE COMPANY HAS MADE AVAILABLE TO BUYER PHYSICAL
ACCESS TO THE PGR ASSETS AND, TO THE COMPANY'S KNOWLEDGE, ALL AVAILABLE
INFORMATION REGARDING CRUDE OIL, GAS AND PRODUCED WATER WHICH MAY HAVE BEEN
SPILLED OR DISPOSED OF ONSITE AND THE LOCATIONS THEREOF; PIT CLOSURES, BURIAL,
LANDFARMING, LANDSPREADING, AND UNDERGROUND INJECTION; AND SOLID WASTE DISPOSAL
SITES, IF ANY EXIST, HAVE BEEN MADE AVAILABLE TO BUYER. BUYER ACKNOWLEDGES THAT
THERE MAY HAVE BEEN SPILLS OF THESE OR OTHER MATERIALS IN THE PAST ONTO THE PGR
ASSETS. IN ADDITION, SOME PRODUCTION EQUIPMENT MAY CONTAIN ASBESTOS AND/OR
NATURALLY OCCURRING RADIOACTIVE MATERIAL (HEREINAFTER REFERRED TO AS "NORM"). IN
THIS REGARD, BUYER EXPRESSLY UNDERSTANDS THAT NORM MAY AFFIX OR ATTACH ITSELF TO
THE INSIDE OF WELLS, MATERIALS AND EQUIPMENT AS SCALE, OR IN OTHER FORMS, AND
THAT WELLS, MATERIALS AND EQUIPMENT LOCATED ON THE LANDS MAY CONTAIN NORM AND
THE NORM-CONTAINING MATERIAL MAY BE BURIED AND OTHERWISE DISPOSED OF ON THE PGR
ASSETS. BUYER ALSO EXPRESSLY UNDERSTANDS THAT SPECIAL PROCEDURES MAY BE REQUIRED
FOR THE REMOVAL AND DISPOSAL OF ASBESTOS AND NORM FROM THE EQUIPMENT AND PGR
ASSETS WHERE IT MAY BE FOUND AND THAT BUYER ASSUMES ALL LIABILITY FOR
ASSESSMENT, REMOVAL AND DISPOSAL OF ANY SUCH MATERIALS AND ASSOCIATED
ACTIVITIES.
-14-
Exhibit 10.17
EXCEPT AS ELSEWHERE PROVIDED IN THIS AGREEMENT, THIS AGREEMENT IS EXECUTED
WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED, WITHOUT ANY EXPRESS OR
IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE
EQUIPMENT OR PERSONAL PROPERTY OR ITS FITNESS FOR ANY PURPOSE AND WITHOUT ANY
OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER. BUYER
UNDERSTANDS AND AGREES THAT THIS AGREEMENT IS MADE ON AN "AS IS, WHERE IS" BASIS
AND BUYER RELEASES THE COMPANY FROM ANY LIABILITY WITH RESPECT THERETO WHETHER
OR NOT CAUSED BY OR ATTRIBUTABLE TO COMPANY'S NEGLIGENCE EXCEPT AS OTHERWISE
PROVIDED HEREIN. WITHOUT LIMITING THE ABOVE, AND EXCEPT AS EXPRESSLY PROVIDED
HEREIN, BUYER WAIVES ITS RIGHT TO RECOVER FROM THE COMPANY AND FOREVER RELEASES,
DISCHARGES AND INDEMNIFIES THE COMPANY FROM ANY AND ALL DAMAGES, CLAIMS, LOSSES,
LIABILITIES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER,
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS), WHETHER DIRECT OR
INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF
OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PGR ASSETS OR ANY
FEDERAL, STATE OR LOCAL LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT
LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. §9601 ET. SEQ.), THE RESOURCE
CONSERVATION AND RECOVER ACT OF 1976 (42 U.S.C. §6901 ET. SEQ.), THE CLEAN WATER
ACT (33 U.S.C. §466 ET. SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C.
§1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. §1801 ET.
SEQ.), AND THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. §2601-2629).
THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, RESERVE OR OTHER
REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR