period of two
(2) years from the Closing Date;
(b)
Section 4.1(k) shall survive the Closing for the applicable
statute of limitations period and Section 4.2(j) shall survive the Closing for a
period of six (6) months from the Closing Date;
(c)
Section 4.1(f), Section 4.1(g), Section 4.1(l), Section 4.1(m),
Section 4.1(n) and Section 4.1(p) shall terminate as of the Closing Date; and
(d)
The remainder of this Agreement (and the documents to be delivered
pursuant hereto) shall survive the Closing indefinitely or for such shorter
period of time as may be stipulated in such provisions.
37
ARTICLE 13
LIMITATIONS
Section 13.1
Disclaimer of Warranties.
(a)
NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER
PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH
PARTY THAT SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR
WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT, THE CONVEYANCE AND THE OTHER
DOCUMENTS AND AGREEMENTS TO BE DELIVERED BY SELLER PURSUANT HERETO, AND IT IS
UNDERSTOOD THAT, WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES,
BUYERS TAKE THE ASSETS "AS IS" AND "WHERE IS" AND "WITH ALL FAULTS".
WITHOUT
LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER HEREBY
EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (I) THE CONDITION
OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF
QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY
TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS
MATERIALS IN OR ON, OR DISPOSED OF OR DISCHARGED FROM, THE ASSETS) OR (II) ANY
INFRINGEMENT BY SELLER OR ANY OF ITS AFFILIATES OF ANY PATENT OR PROPRIETARY
RIGHT OF ANY THIRD PARTY, IT BEING THE INTENTION OF SELLER AND BUYERS THAT THE
ASSETS ARE TO BE ACCEPTED BY BUYERS IN THEIR PRESENT CONDITION AND STATE OF
REPAIR.
(b)
EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN THIS AGREEMENT, THE
CONVEYANCE AND THE DOCUMENTS AND AGREEMENTS TO BE DELIVERED BY SELLER PURSUANT
HERETO, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATIONS, SELLER
EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (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
ASSETS, (III) THE QUANTITY, QUALITY OR
RECOVERABILITY OF HYDROCARBONS IN OR
FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE
REVENUES GENERATED BY THE ASSETS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE
ASSETS, (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR
MARKETABILITY OF THE ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY
REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, AND (VIII)
ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN
38
MADE AVAILABLE OR COMMUNICATED TO BUYERS OR THEIR RESPECTIVE AFFILIATES, OR
THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR