OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED (EXCEPT,
IN THE CASE OF CERTAIN HISTORICAL INFORMATION, TO THE EXTENT OF SECTION 5.23 OF
THIS AGREEMENT) WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE
OF THE PROPERTIES BASED THEREON OR EXCEPT AS SET FORTH IN SECTION 5.20 OF THIS
AGREEMENT, THE CONDITION OR STATE OF REPAIR OF ANY OF THE PROPERTIES; THIS
DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO THE EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER AND SELLERS ARE OR WILL BE
ENTITLED TO RECEIVE FROM PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, IT
BEING UNDERSTOOD THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH BUYER
HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF
BUYER. BUYER HEREBY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
WITH RESPECT TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF THE INFORMATION,
REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE PROPERTIES, EXCEPT
AS SET FORTH IN THIS AGREEMENT (INCLUDING
37
ANY DESCRIPTION OF THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY),
PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, PRICING
ASSUMPTIONS, ABILITY OR POTENTIAL FOR PRODUCTION OF HYDROCARBONS FROM THE
PROPERTIES, ENVIRONMENTAL CONDITION OF THE PROPERTIES, OR ANY OTHER MATTERS
CONTAINED IN ANY OTHER MATERIAL FURNISHED OR MADE AVAILABLE TO BUYER BY SELLERS
OR BY SELLERS' AGENTS OR REPRESENTATIVES). OTHER THAN AS SET FORTH IN THIS
AGREEMENT, ANY AND ALL SUCH INFORMATION, REPORTS, PROJECTIONS, MATERIALS,
RECORDS, AND DATA NOW, HERETOFORE OR HEREAFTER FURNISHED BY SELLERS IS PROVIDED
AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SAME IS AT BUYER'S SOLE
RISK. WITH RESPECT TO THE EASEMENTS, SELLERS EXPRESSLY DISCLAIM ANY
REPRESENTATIONS OR WARRANTIES THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES LIE
WITHIN THE EASEMENTS, OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR,
REPLACE, OPERATE, CONSTRUCTION, OR REMOVE ANY PIPELINES. Subject to the
provisions of this Agreement, if necessary, Buyer shall secure its own rights
and permits to operate and maintain any pipelines or Facilities comprising a
portion of the Properties on the land of others at its own expense. THERE ARE NO
WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE ASSIGNMENT.
BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.
BUYER'S INITIALS:
SELLERS' INITIALS:
16.6 Gas Balancing. The Parties recognize that as of the Effective Time there
are over and under imbalances with respect to gas production or processing
attributable to the Properties and hereby agree that the Properties acquired by
Buyer at Closing will be conveyed at Closing specifically subject to such
imbalances, with Buyer bearing and assuming all obligations with respect to any
overproduction account or liability associated with the Properties and receiving
the benefit of and being credited with any unproduction account or credit
existing as of the Effective Time with respect to the Properties. Preliminary
financial settlement at the Closing for gas imbalances as reflected in the
Preliminary