OR REPRESENTATION, EXPRESS, STATUTORY OR
IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY
DATA, INFORMATION OR RECORDS NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN
CONNECTION WITH THE INTERESTS OR THE MINERAL ASSETS OR OTHERWISE CONSTITUTING A
PORTION OF THE MINERAL ASSETS; (ii) THE PRESENCE, QUALITY AND QUANTITY OF OIL
AND GAS RESERVES (IF ANY) ATTRIBUTABLE TO THE MINERAL ASSETS, INCLUDING WITHOUT
LIMITATION, SEISMIC DATA AND SELLER'S INTERPRETATION AND OTHER ANALYSIS THEREOF;
(iii) THE ABILITY OF THE MINERAL ASSETS TO PRODUCE OIL AND GAS, INCLUDING
WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND 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 MINERAL ASSETS; (vi) EXCEPT AS SET FORTH IN Section 8.01(h), THE
ENVIRONMENTAL CONDITION OF THE MINERAL ASSETS; (vii) THE PLUGGING AND
ABANDONMENT AND SURFACE RESTORATION LIABILITIES ASSOCIATED WITH THE MINERAL
ASSETS; (viii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR;
(ix) THE TAX ATTRIBUTES OF THE INTERESTS OR ANY MINERAL ASSET; (x) EXCEPT AS SET
FORTH IN Section 8.01(j), TITLE TO ANY MINERAL ASSETS; (xi) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT; (xii) WHETHER
ANY LOUISIANA MINERAL SERVITUDE OR ANY OTHER TERMINABLE INTEREST IS IN FULL
FORCE AND EFFECT OR HAS PRESCRIBED OR OTHERWISE TERMINATED; AND (xiii) ANY OTHER
MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO
BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE MINERAL 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.
Section 10.02
Independent Investigation. Buyer has 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 Group Companies' balance sheets and other financial
records, oil and gas reserves (if any) attributable to the Mineral Assets and an
independent assessment of the risks, including environmental risks, and
liabilities associated with the acquisition or operation of the Mineral Assets).
Buyer has had 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 Assignment.
Section 10.03
"AS IS, WHERE IS".
(a)
Except as expressly set forth in this Agreement, the Mineral
Assets are owned by the Asset Companies AS IS AND WHERE IS AND WITHOUT WARRANTY
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
37
ANY WARRANTY OF TITLE, MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR
PURPOSE. PRIOR TO CLOSING, BUYER SHALL HAVE INSPECTED THE MINERAL ASSETS AND
UPON CLOSING WILL ACCEPT THE MINERAL ASSETS IN THEIR PRESENT STATUS, CONDITION
AND STATE OF REPAIR, "AS IS," "WHERE IS," AND "WITH ALL FAULTS"; and
(b)
FURTHER, EXCEPT AS SET FORTH IN Section 8.01(h), SELLER HAS NOT
AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY