COVENANTS AND
AGREEMENTS OF PURCHASER
39
RELATING TO THE PURCHASE.
NO OTHER STATEMENTS OR REPRESENTATIONS (WHETHER
EXPRESS OR IMPLIED) BY ANY PERSON HAVE INDUCED OR INFLUENCED VENDOR TO ENTER
INTO THIS AGREEMENT OR TO AGREE TO ANY OF ITS TERMS, OR HAVE BEEN RELIED ON IN
ANY WAY BY VENDOR AS BEING ACCURATE OR HAVE BEEN TAKEN INTO ACCOUNT BY VENDOR AS
BEING IMPORTANT TO VENDOR'S DECISION TO ENTER INTO THIS AGREEMENT OR AGREE TO
ANY OF ITS TERMS; AND
(B)
EXCEPT FOR ITS RIGHTS UNDER THIS AGREEMENT AND THE ESCROW
AGREEMENT, VENDOR 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 PURCHASER, 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 VENDOR OR ANYONE ACTING ON VENDOR'S BEHALF IN
CONNECTION THEREWITH OR OTHERWISE (WHETHER MADE OR FURNISHED BY OR ON BEHALF OF
PURCHASER AND WHETHER MADE OR FURNISHED ORALLY OR BY ELECTRONIC, FAXED, WRITTEN
OR OTHER MEANS); PROVIDED THAT NOTHING IN THIS SECTION 6.6(B) SHALL BE DEEMED TO
LIMIT THE SCOPE OR EFFECT OF THE EXPRESS PROVISIONS OF ARTICLE 5 AND ARTICLE 9.
6.7
RESTRICTIONS ON CLAIMS AND ACTIONS
Without in any way restricting the provisions of Section 6.5, Purchaser
acknowledges to and agrees with Vendor that Vendor will not be liable for, and
Purchaser will not make or advance, any Claim to the extent that:
(A)
THERE MAY BE ANY DIFFERENCE BETWEEN THE FORECASTS, PROJECTIONS OR
ESTIMATES OF THE QUANTITIES, VALUES AND OTHER MATTERS REGARDING THE OIL AND GAS
RESERVES APPLICABLE TO THE ASSETS CONTAINED IN THE RESERVES REPORT (US), THE
RESERVES REPORT (CAN) OR OTHER MATERIALS THAT MAY BE PREPARED BY RYDER SCOTT AS
COMPARED TO THE ESTIMATES OF THOSE RESERVES CONTAINED IN THE SMOG RUN OR IN
UNOCAL'S REGULATION S-X FILINGS WITH THE SEC;
(B)
THE CLAIM IS BASED ON ANY FACT, MATTER OR CIRCUMSTANCE WHICH,
BEFORE THE DATE OF THIS AGREEMENT, HAD BEEN DISCLOSED IN WRITING TO PURCHASER OR
PURCHASER'S REPRESENTATIVES BY VENDOR, THE CORPORATION, ANY SUBSIDIARY OR ANY
PERSON ACTING ON BEHALF OF VENDOR, THE CORPORATION OR ANY SUBSIDIARY, INCLUDING
VENDOR'S INVESTMENT BANKERS, VENDOR'S COUNSEL, OR ANY OFFICER, EMPLOYEE, AGENT,
CONSULTANTS OR ADVISER OF ANY OF THEM;
(C)
PROVISION HAS BEEN MADE IN THE UNAUDITED FINANCIAL STATEMENTS FOR
ANY FACT, MATTER OR CIRCUMSTANCE ON WHICH THE CLAIM IS BASED;
(D)
THE CLAIM IS BASED ON ANY RISK (ACTUAL OR POTENTIAL), FACT, MATTER
OR CIRCUMSTANCE WHICH WAS RECORDED ON OR REFERRED TO IN THE PERSONAL PROPERTY
REGISTRIES OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN AND THE NORTHWEST
TERRITORIES WITH RESPECT TO VENDOR, THE CORPORATION AND THE SUBSIDIARIES, OTHER
THAN NORTHROCK RESOURCES (NWT) AS AT THE DATE OF THIS AGREEMENT;
(E)
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 4, THE CLAIM IS BASED ON
ANY FORECASTS, PROJECTIONS OR ESTIMATES (INCLUDING ANY CONTAINED IN THE
INFORMATION