such
request.
ARTICLE VI.
DISCLAIMERS AND WAIVERS
6.01.
Other than those representations and warranties expressly set out in Articles
III and IV of this Agreement, Company and Seller hereby expressly disclaim any
and all representations or warranties with respect to the Membership Interests,
the Company Properties, and the other transactions contemplated hereby.
6.02.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY
AND SELLER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED,
AS TO (i) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION,
OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE MEMBERSHIP INTERESTS OR THE
COMPANY PROPERTIES; (ii) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON
RESERVES (IF ANY) ATTRIBUTABLE TO THE COMPANY PROPERTIES; (iii) THE ABILITY OF
THE COMPANY PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES,
DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (iv) THE PRESENT OR FUTURE VALUE
OR THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE
MEMBERSHIP INTERESTS OF THE COMPANY PROPERTIES, (v) TITLE TO THE COMPANY
PROPERTIES; (vi) THE ENVIRONMENTAL CONDITION OF THE COMPANY PROPERTIES, (vii)
ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND (viii) ANY OTHER
MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO
BUYER BY SELLER.
6.03.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY
AND SELLER HEREBY EXPRESSLY DISCLAIM ANY WARRANTY, WHETHER EXPRESS OR IMPLIED,
AND WHETHER BY COMMON LAW, STATUTE OR OTHERWISE, AS TO OPERATING CONDITION,
VALUE, FINANCIAL CONDITON, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, CONDITION
OR OTHERWISE, CONCERNING THE MEMBERSHIP INTERESTS OR THE COMPANY PROPERTIES.
COMPANY AND SELLER DO NOT WARRANT THE COMPANY PROPERTIES OR THE MEMBERSHIP
INTERESTS TO BE FREE FROM REDHIBITORY DEFECTS, LATENT OR APPARENT, AND BUYER
EXPRESSLY SPECIFICALLY WAIVES ANY CLAIM UNDER ARTICLES 2520 THROUGH 2548 OF THE
LOUISIANA CIVIL CODE, AS AMENDED, OR ANY OTHER PROVISIONS OR THEORIES OF LAW,
FOR A REDUCTION OR ADJUSTMENT IN THE PURCHASE PRICE BASED UPON REDHIBITION OR
QUANTI MINORIS OR ACTION OF EVICTION ON ACCOUNT OF THE CONDITION OR
MERCHANTABILITY OF THE MEMBERSHIP INTERESTS OR THE COMPANY PROPERTIES. THIS
WAIVER OF WARRANTY EXTENDS TO ALL DEFECTS, EVEN IF THE DEFECT OR DEFECTS RENDER
THE MEMBERSHP INTERESTS OR THE COMPANY PROPERTIES ABSOLUTELY USELESS OR SO
INCONVENIENT OR IMPERFECT THAT BUYER WOULD NOT HAVE PURCHASED THE MEMBERSHIP
INTERESTS HAD BUYER KNOWN OF THE DEFECTS. BUYER ACKNOWLEDGES THAT IT HAS
EXAMINED THE COMPANY PROPERTIES THOROUGHLY AND IS FULLY SATISFIED WITH THEIR
CONDITION. BUYER AND SELLER ACKNOWLEDGE AND STIPULATE THAT THE PURCHASE PRICE
WAS NEGOTIATED AND AGREED UPON AFTER CONSIDERATION OF THIS WAIVER OF WARRANTY.
BUYER ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF BUYER
AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY
12
CONSENTED TO THIS WAIVER OF WARRANTY.
ARTICLE VII.
TITLE, ENVIRONMENTAL AND MATERIAL CONTRACT DUE DILIGENCE
7.01
Title Due Diligence Examination.
(a)
Buyer shall have the right to analyze any and all public records relating to the
Company Properties and Company and Seller shall afford to Buyer and