PROVIDED IN ARTICLE 4, TITLE TO THE ASSETS;
38
(VI)
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 4, LIABILITIES OR CLAIMS
RELATED TO THE ASSETS OR ANY OPERATIONS RELATED TO THE ASSETS;
(VII)
THE PAST, PRESENT OR FUTURE EXERCISE OF ANY REGULATORY,
ADMINISTRATIVE OR MINISTERIAL DISCRETION UNDER ANY APPLICABLE LAW;
(VIII)
THE PAST, PRESENT OR FUTURE PERFORMANCE, ACTION, OPERATION,
OWNERSHIP OR PROFITABILITY OF THE OIL AND GAS INDUSTRY IN WESTERN CANADA;
(IX)
THE EXISTENCE OF ANY PRESENT OR FUTURE BUSINESS OPPORTUNITIES OF
THE CORPORATION OR THE SUBSIDIARIES OF ANY TYPE WHATSOEVER, INCLUDING IN RESPECT
OF THE OIL AND GAS INDUSTRY IN WESTERN CANADA; OR
(X)
THE STATE OR CONDITION OF THE ASSETS (WHICH ARE ACKNOWLEDGED BY
PURCHASER TO BE ON AN "AS-IS" BASIS), INCLUDING THE PHYSICAL CONDITION OF THE
ASSETS OR THE FITNESS FOR A PARTICULAR PURPOSE THEREOF, OR THE MERCHANTABILITY,
ENVIRONMENTAL CONDITION, EXISTENCE OF LATENT OR PATENT DEFECTS, QUALITY OR OTHER
ASPECT OR CHARACTERISTIC OF THE ASSETS;
provided that nothing in this Section 6.5(b) shall be deemed to limit the scope
or effect of the express provisions of Article 4 and Article 9;
(C)
VENDOR HAS PROVIDED PURCHASER WITH THE OPPORTUNITY TO CONDUCT ALL
SUCH ENQUIRIES, INVESTIGATIONS AND DUE DILIGENCE REGARDING THE CORPORATION, THE
SUBSIDIARIES, AND THE RESPECTIVE ASSETS, LIABILITIES AND BUSINESS ACTIVITIES OF
THE CORPORATION AND THE SUBSIDIARIES AND ALL SUCH OTHER MATTERS AS PURCHASER
CONSIDERED NECESSARY OR DESIRABLE IN CONNECTION WITH THE COMPLETION OF THE
PURCHASE IN ACCORDANCE WITH THIS AGREEMENT, AND PURCHASER HAS ENTERED INTO THIS
AGREEMENT AS A RESULT OF ITS OWN DUE DILIGENCE, INVESTIGATIONS, ENQUIRIES,
ADVICE AND KNOWLEDGE, AND PURCHASER ASSUMES FULL BUSINESS AND FINANCIAL RISK IN
CONNECTION WITH THE PURCHASE INCLUDING THE ASSETS AND THE BUSINESS;
(D)
PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN THE OIL AND GAS INDUSTRY
GENERALLY, AND IS CAPABLE OF EVALUATING THE MERITS ASSOCIATED WITH ENTERING INTO
AND PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; AND
(E)
EXCEPT FOR ITS RIGHTS UNDER THIS AGREEMENT AND THE ESCROW
AGREEMENT, PURCHASER HEREBY WAIVES ALL RIGHTS AND REMEDIES (WHETHER NOW EXISTING
OR HEREAFTER ARISING AND INCLUDING ALL COMMON LAW, TORT, CONTRACTUAL, EQUITABLE
AND STATUTORY RIGHTS AND REMEDIES) AGAINST VENDOR, THE CORPORATION OR ANY
SUBSIDIARY OR ANYONE ACTING ON ANY OF THEIR BEHALVES IN RESPECT OF THE PURCHASED
SHARES, THE ASSETS, THE BUSINESS OR ANY REPRESENTATIONS OR STATEMENTS MADE, OR
INFORMATION OR DATA FURNISHED, TO PURCHASER OR ANYONE ACTING ON PURCHASER'S
BEHALF IN CONNECTION THEREWITH OR OTHERWISE (WHETHER MADE OR FURNISHED BY OR ON
BEHALF OF VENDOR AND WHETHER MADE OR FURNISHED ORALLY OR BY ELECTRONIC, FAXED,
WRITTEN OR OTHER MEANS): PROVIDED THAT NOTHING IN THIS SECTION 6.5(E) SHALL BE
DEEMED TO LIMIT THE SCOPE OR EFFECT OF THE EXPRESS PROVISIONS OF ARTICLE 4 AND
ARTICLE 9.
6.6
NO OTHER REPRESENTATION, WARRANTIES OR COVENANTS OF PURCHASER
Vendor acknowledges to, and agrees with, Purchaser as follows:
(A)
PURCHASER MAKES NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR
AGREEMENTS TO OR WITH VENDOR EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
AND THIS AGREEMENT CONTAINS ALL THE REPRESENTATIONS, WARRANTIES,