(IF ANY) IN, UNDER OR ATTRIBUTABLE TO THE PURCHASED
PROPERTY (INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND
RECOMPLETION OR DRILLING OPPORTUNITIES), (ii) ALLOWABLES, OR OTHER REGULATORY
MATTERS, (iii) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY OR
ENVIRONMENTAL CONDITION OF THE PURCHASED PROPERTY, (iv) PROJECTIONS AS TO EVENTS
THAT COULD OR COULD NOT OCCUR, OR (v) THE GEOLOGICAL OR ENGINEERING CONDITION OF
THE PURCHASED PROPERTY OR ANY VALUE THEREOF.
5.3
INFORMATION ABOUT THE PURCHASED PROPERTY. EXCEPT AS EXPRESSLY SET
FORTH IN THE TRANSACTION DOCUMENTS, THE SMP PARTIES DISCLAIM ALL LIABILITY AND
RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS
(ORALLY OR IN WRITING) TO REP (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION
CONTAINED IN ANY OPINION, INCLUDING THE TITLE OPINIONS, INFORMATION, OR ADVICE
THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEE, OFFICER,
DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM, REPRESENTATIVE,
PARTNER, MEMBER, BENEFICIARY, STOCKHOLDER OR CONTRACTOR) WHEREVER AND HOWEVER
MADE WITH RESPECT TO THE
16
PURCHASED PROPERTY. THE SMP PARTIES MAKE NO WARRANTY OR REPRESENTATION, EXPRESS
OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA,
INFORMATION OR RECORDS FURNISHED TO REP IN CONNECTION WITH THE PURCHASED
PROPERTY. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY THE SMP PARTIES
ARE PROVIDED TO REP AS A CONVENIENCE AND REP'S RELIANCE ON OR USE OF THE SAME IS
AT REP'S SOLE RISK.
REP RECOGNIZES AND AGREES THAT ALL MATERIALS, DOCUMENTS,
AND OTHER INFORMATION, MADE AVAILABLE TO IT AT ANY TIME IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED HEREBY, WHETHER MADE AVAILABLE PURSUANT TO THIS
SECTION OR OTHERWISE, ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,
AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, AND OTHER
INFORMATION.
REP EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN
THEREFROM SHALL BE AT REP'S RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND
SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST THE SMP PARTIES.
REP HEREBY
WAIVES AND RELEASES ANY CLAIMS ARISING UNDER THE TRANSACTION DOCUMENTS, COMMON
LAW OR ANY STATUTE ARISING OUT OF ANY MATERIALS, DOCUMENTS OR INFORMATION
PROVIDED TO REP.
5.4
UNLEASED INTERESTS.
THERE ARE UNLEASED UNDIVIDED INTERESTS IN THE
LANDS COVERED BY THE ORCUTT GTL LEASES AND THE ORCUTT OPL LEASES.
ATTACHED AS
EXHIBIT Q IS A LIST OF THE UNLEASED INTERESTS.
5.5
LEASE EXPIRATION.
NO REPRESENTATION IS MADE BY THE SMP PARTIES AS
TO THE PERIOD OF TIME THAT THE ORCUTT LEASES AND NW CASMALIA LEASES WILL REMAIN
IN FORCE AND EFFECT SUBSEQUENT TO THE CLOSING WITH RESPECT TO THE SECOND ORCUTT
INTERESTS.
THE DEVELOPMENT AGREEMENT AND THE PURCHASE OPTION AGREEMENT SHALL
NOT BE APPLICABLE TO ANY LEASE WHICH TERMINATES PRIOR TO THE EXERCISE OF AN
OPTION THEREUNDER.
5.6
OPERATIONS.
NO REPRESENTATION EXPRESS OR IMPLIED IS MADE BY THE
SMP PARTIES AS TO (i) WHAT OPERATIONS WILL BE PERFORMED AND EXPENDITURES
INCURRED IN ADDITION TO THE APPROVED DEVELOPMENT OPERATIONS, (ii) THE TIME AT
WHICH OPERATIONS IN ADDITION TO THE