(ii) THE PRESENCE, QUALITY AND QUANTITY OF
OIL AND GAS RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS, INCLUDING WITHOUT
LIMITATION, SEISMIC DATA AND SELLER'S INTERPRETATION AND OTHER ANALYSIS THEREOF;
(iii) THE ABILITY OF THE ASSETS TO PRODUCE OIL AND GAS, INCLUDING WITHOUT
LIMITATION PRODUCTION RATES, DECLINE RATES AND
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RECOMPLETION OPPORTUNITIES; (iv) ALLOWABLES, OR OTHER REGULATORY MATTERS; (v)
THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY,
TO BE DERIVED FROM THE ASSETS; (vi) THE ENVIRONMENTAL CONDITION OF THE ASSETS;
(vii) THE PLUGGING AND ABANDONMENT AND DECOMMISSIONING LIABILITIES ASSOCIATED
WITH THE ASSETS; (viii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT
OCCUR; (ix) THE TAX ATTRIBUTES OF ANY ASSET; AND (x) ANY OTHER MATTERS CONTAINED
IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER OR
OTHERWISE CONSTITUTING A PORTION OF THE ASSETS.
ANY DATA, INFORMATION OR OTHER
RECORDS FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER'S
RELIANCE ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK.
(B)
Independent Investigation.
Buyer has, or by Closing will have, made its own
independent investigation, analysis and evaluation of the transactions
contemplated by this Agreement (including Buyer's own estimate and appraisal of
the extent and value of Seller's oil and gas reserves attributable to the Assets
and an independent assessment and appraisal of the environmental risks and
liabilities associated with the acquisition of the Assets).
Buyer has had, or
will have prior to Closing, access to perform its investigation and has not
relied on any representations by Seller other than those expressly set forth in
this Agreement or in the Conveyance.
(C)
SALE "AS IS, WHERE IS".
Except for the Seller's express representations and
warranties in Section 10.1 and the special warranty of title in the Conveyance,
the Assets are to be sold AS IS AND WHERE IS AND WITHOUT WARRANTY OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
TITLE, MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE.
PRIOR TO
CLOSING, BUYER SHALL HAVE INSPECTED THE ASSETS AND UPON CLOSING WILL ACCEPT THE
ASSETS "AS IS," "WHERE IS," AND "WITH ALL FAULTS" AND IN THEIR PRESENT CONDITION
AND STATE OF REPAIR.
(D)
Waiver of Deceptive Trade Practices Acts.
BUYER WAIVES ITS RIGHTS UNDER THE
DECEPTIVE TRADE PRACTICES ACT SECTION 17.41 et seq., TEXAS BUSINESS & COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS, AND UNDER SIMILAR STATUTES
ADOPTED IN OTHER STATES, TO THE EXTENT THEY HAVE APPLICABILITY TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
AFTER
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CONSULTATION WITH AN ATTORNEY OF ITS SELECTION, BUYER CONSENTS TO THIS WAIVER.
(E)
Disclaimers as to Physical Condition of the Assets.
(i)
Subject in all respects to Article 6, Section 10.1 and Section 20.3, (i) the
Assets have been used for oil and gas drilling and production operations and
possibly for the storage and disposal of waste materials or hazardous substances
related to oil field operations, and physical changes in or under the