THE PROPERTIES, (iv) ANY IMPLIED OR EXPRESS
WARRANTY OF THE FITNESS OF THE PROPERTIES FOR A PARTICULAR PURPOSE, (v) ANY
IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS,
(vi) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE ADJUSTED PURCHASE PRICE, (vii) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN; (viii) ANY
IMPLIED WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT, (ix) ANY AND
ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT,
(x) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ANY ENVIRONMENTAL LAWS, THE
RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR
HEALTH, AND (xi) ANY RIGHTS OF BUYER UNDER STATUTES TO CLAIM DIMINUTION OF
VALUE. EXCEPT AS SET FORTH IN THIS AGREEMENT AND IN THE ASSIGNMENT, BUYER WILL
ACCEPT THE PROPERTIES "AS IS," "WHERE IS," AND "WITH ALL FAULTS" AND IN THEIR
PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS MAKE NO
REPRESENTATION OR WARRANTY AS TO (a) THE AMOUNT, VALUE, QUALITY, QUANTITY,
VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF
ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (b) THE PHYSICAL, OPERATING,
REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, OR
(c) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE
THEREOF.
9
Section 4.2 Information About the Properties. EXCEPT AS SET FORTH IN THIS
AGREEMENT AND IN THE ASSIGNMENT, SELLERS MAKE NO WARRANTY OR REPRESENTATION,
EXPRESS, STATUTORY, OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR MATERIALITY
OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE
PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES. EXCEPT AS SET
FORTH IN THIS AGREEMENT AND IN THE ASSIGNMENT, ANY DATA, INFORMATION, OR OTHER
RECORDS FURNISHED BY SELLERS ARE PROVIDED TO BUYER AS A CONVENIENCE TO BUYER AND
BUYER'S RELIANCE ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK.
Section 4.3 NORM. BUYER ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL AND
GAS PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING RADIOACTIVE MATERIAL
("NORM"). SCALE FORMATION OR SLUDGE DEPOSITS CAN CONCENTRATE LOW LEVELS OF NORM
ON EQUIPMENT AND OTHER PROPERTY. SOME OR ALL OF THE EQUIPMENT, MATERIALS, AND
PROPERTY SUBJECT TO THIS AGREEMENT MAY HAVE LEVELS OF NORM ABOVE BACKGROUND
LEVELS. A HEALTH HAZARD MAY EXIST IN CONNECTION WITH THIS EQUIPMENT, MATERIALS,
AND OTHER PROPERTY BY REASON THEREOF. THEREFORE, BUYER MAY NEED TO FOLLOW SAFETY
PROCEDURES AND OTHER APPLICABLE REGULATIONS WHEN HANDLING THIS EQUIPMENT AND
OTHER PROPERTY.
Section 4.4 Subrogation of Warranties. To the extent transferable, Sellers
shall grant to Buyer, its successors and assigns, full power and right of
substitution and subrogation in and to all covenants, indemnities and warranties
(including warranties of title) given or made by preceding owners, vendors, or
others with respect to the Properties.
ARTICLE V. DUE DILIGENCE REVIEW OF THE PROPERTIES
Section 5.1 Title Due