REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PURCHASED ASSETS, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND
DISCLAIMED.
IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE PRIOR SENTENCE,
SELLER MAKES NO, AND EXPRESSLY HEREIN ALSO DISCLAIMS, ANY REPRESENTATION OR
WARRANTY REGARDING THE FUTURE FINANCIAL PERFORMANCE OF THE PURCHASED ASSETS, AND
THE SELLERS ALSO EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING ANY
BUSINESS OR FINANCIAL PROJECTIONS MADE AVAILABLE TO BUYER REGARDING THE
PURCHASED ASSETS OR THE BUSINESS RELATED THERETO.
NONE OF THE SELLERS NOR THEIR
RESPECTIVE REPRESENTATIVES SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER
RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER'S USE OF, ANY INFORMATION
WITH RESPECT TO THE PURCHASED ASSETS OR THE BUSINESS RELATED THERETO AND ANY
INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN MANAGEMENT
PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTION
CONTEMPLATED HEREIN OR IN ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION HEREWITH.
(b)
BUYER HEREBY ACKNOWLEDGES THAT THE PURCHASED ASSETS
HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND
THAT THERE MAY BE PETROLEUM, PRODUCED WATER, WASTES, OR OTHER SUBSTANCES OR
MATERIALS LOCATED IN, ON OR UNDER THE PURCHASED ASSETS OR ASSOCIATED THEREWITH.
PERSONAL PROPERTY AND SITES INCLUDED IN THE PURCHASED ASSETS MAY CONTAIN
ASBESTOS, NATURALLY OCCURRING RADIOACTIVE MATERIAL ("NORM") OR OTHER HAZARDOUS
MATERIALS.
NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF WELLS, MATERIALS,
AND EQUIPMENT AS SCALE, OR IN OTHER FORMS.
THE WELLS, MATERIALS, AND EQUIPMENT
LOCATED ON, OR INCLUDED IN THE ASSETS MAY CONTAIN NORM, ASBESTOS AND OTHER
WASTES OR HAZARDOUS MATERIALS.
NORM, ASBESTOS OR ASBESTOS CONTAINING MATERIAL
AND/OR OTHER WASTES OR HAZARDOUS MATERIALS MAY HAVE COME IN CONTACT WITH VARIOUS
ENVIRONMENTAL MEDIA AND EQUIPMENT, INCLUDING WITHOUT LIMITATION, WATER, SOILS OR
SEDIMENT.
SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION,
REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL MEDIA OR EQUIPMENT,
WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS
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MATERIALS FROM SUCH ASSETS OR PROPERTIES.
THE EXISTENCE OF NORM, ASBESTOS,
ASBESTOS CONTAINING MATERIAL OR HAZARDOUS MATERIALS IN, ON OR RELATING TO ANY OF
THE PURCHASED ASSETS SHALL NOT CONSTITUTE OR GIVE RISE TO ANY CLAIMS BY BUYER.
(c)
THE SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO SELLER'S TITLE TO ANY OF THE PURCHASED
ASSETS.
ACCORDINGLY, BUYER SHALL RECEIVE ONLY SELLER'S RIGHT, TITLE AND
INTEREST, IF ANY, TO THE PURCHASED ASSETS.
V. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Sellers as follows:
1.
Organization and Existence. Buyeris a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation and has all requisite corporate power and authority to own,
operate and lease its properties and to carry on its business as now conducted.
2.
Authority of Seller. The execution, delivery and performance by
Buyer of this Agreement, and all other agreements to