AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER,
AND THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER'S OBLIGATIONS THAT
EXPRESSLY SURVIVE, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER.
Buyer's Initials
_______
Seller's Initials
7.
Disclaimer.
(a) Acknowledgment EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(A). SELLER MAKES
NO EXPRESS OR IMPLIED WARRANTIES AS TO THE TRANSFERRED INTEREST, THE CONDITION
OR DESIGN OF THE PROPERTY OR ANY OTHER ASSETS OWNED BY THE COMPANY, INCLUDING
WITHOUT LIMITATION THE PIPELINE AND THE EASEMENTS, OR THE COMPLETENESS OR THE
ACCURACY OF ANY DOCUMENTS DELIVERED TO BUYER BY SELLER, INCLUDING WITHOUT
LIMITATION THE ACCURACY OF EXHIBITS C. D AND E ATTACHED HERETO. WITHOUT LIMITING
THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
AS TO THE ZONING, USE RESTRICTIONS, MERCHANTABILITY OF THE PROPERTY, OR ITS
FITNESS FOR ANY PURPOSE, OR AS TO THE CONDITION OR QUALITY OF THE PROPERTY, OR
AS TO THE VALIDITY OF OR GOOD, VALID TITLE TO THE PIPELINE OR THE EASEMENTS, ALL
OF WHICH SELLER HEREBY DISCLAIMS AND EXCLUDES.
(b) "AS IS-WHERE IS".
WITHOUT
LIMITING THE ACKNOWLEDGEMENT OF THE PARTIES SET FORTH IN SECTION 7(A1 ABOVE AND
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4fAX THE MEMBERSHIP INTERESTS AND ALL
PROPERTY, INCLUDING WITHOUT LIMITATION THE PIPELINE AND EASEMENTS OWNED BY THE
COMPANY, ARE BEING SOLD "AS IS-WHERE IS" AND WITHOUT ANY WARRANTIES OR
REPRESENTATIONS, WITHOUT ANY WARRANTY OF TITLE WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, AND SELLER NEITHER REPRESENTS NOR WARRANTS TO BUYER THAT SAID EASEMENTS
ARE SUFFICIENT IN LAW TO SUPPORT OR ENABLE OR AUTHORIZE THE USE OF THE PIPELINE
OR PERSONAL PROPERTY LOCATED THEREON AND PART OF THE PROPERTY OWNED BY THE
COMPANY, AND BUYER RELIES UPON SAME AT ITS OWN RISK.
(c) Release. Buyer hereby waives on behalf of itself and its related parties,
any and all right to recover from Seller, the Company and from Seller's
affiliates, successors, assigns, members, managers, officers, affiliates,
employees and agents ("Seller's Related Parties"), and forever releases and
discharges Seller and Seller's Related Parties, from all claims and causes of
action of any type whatsoever, including, without limitation, any and all claims
sounding in contract, warranty, tort or strict liability, arising out of or in
connection with the condition or ownership of the Property.
8. Confidentiality. Prior to Closing, neither party shall disclose, nor permit
any third party to disclose, any Confidential Information (as hereinafter
defined), including, without limitation, issue any press releases or other
public announcements or appear for any media stories or interviews relating to
this transaction, without the other party's express prior written consent, other
than disclosure required by law or court order, or to a party's environmental
consultants, attorneys, engineers, contractors, lenders and other similar third
parties having a need to know; provided that the disclosing party shall advise
such third parties of the confidentiality requirements set forth herein. Each
party may also disclose Confidential Information to the extent required by law,
so long as said disclosing party