BUYER OR ITS
AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR
ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. SELLERS
FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT. BUYER HEREBY
ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN
SECTIONS 4.1 AND 4.2, THE CONVEYANCE, THE DEEDS, THE PARTIAL ASSIGNMENTS OR ANY
OTHER AGREEMENTS OR INSTRUMENTS DELIVERED AT THE CLOSING PURSUANT TO
SECTION 3.2, BUYER IS PURCHASING THE PURCHASED ASSETS ON AN "AS‐IS, WHERE‐IS"
BASIS WITH ALL FAULTS AND DEFECTS AND BUYER HAS MADE OR CAUSED TO BE MADE SUCH
INSPECTIONS AS BUYER DEEMS APPROPRIATE.
(b)
No Other Buyer Representations. EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 4.3, THE CONVEYANCE, THE DEEDS, THE PARTIAL ASSIGNMENTS OR ANY OTHER
AGREEMENTS OR INSTRUMENTS DELIVERED AT THE CLOSING PURSUANT TO SECTION 3.3, THE
BUYER AND THEIR REPRESENTATIVES AND ADVISORS HAVE NOT MADE AND MAKE NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY.
(c)
Disclaimer with Respect to NORM, etc. BUYER ACKNOWLEDGES AND AGREES THAT
THE PURCHASED ASSETS HAVE BEEN UTILIZED BY SELLERS FOR THE PURPOSE OF GATHERING
AND TRANSPORTING HYDROCARBONS AND
14
THAT MATERIALS ASSOCIATED THEREWITH MAY HAVE BEEN STORED, KEPT OR DISPOSED OF ON
OR IN THE PURCHASED ASSETS. BUYER ACKNOWLEDGES THAT EQUIPMENT, IMPROVEMENTS,
ABANDONED AND PIPING, GATHERING LINES AND OTHER HYDROCARBON PROCESSING
FACILITIES AND APPURTENANCES MAY BE LOCATED THEREON. BUYER ACKNOWLEDGES THAT
THERE MAY HAVE BEEN SPILLS OF HYDROCARBONS OR OTHER MATERIALS IN THE PAST ON OR
IN THE ASSETS. IN ADDITION, SOME ASSETS MAY CONTAIN ASBESTOS AND NATURALLY
OCCURRING RADIOACTIVE MATERIAL ("NORM"). IN THIS REGARD, BUYER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF
THE FACILITIES AND EQUIPMENT AS SCALE, OR IN OTHER FORMS, AND THAT THE
FACILITIES AND EQUIPMENT MAY CONTAIN NORM AND THAT NORM-CONTAINING MATERIAL MAY
BE BURIED AND OTHERWISE DISPOSED OF ON THE ASSETS. BUYER ALSO EXPRESSLY
UNDERSTANDS THAT SPECIAL PROCEDURES MAY BE REQUIRED FOR THE REMOVAL AND DISPOSAL
OF ASBESTOS AND NORM FROM THE ASSETS AND THAT BUYER ASSUMES ALL LIABILITY AND
EXPENSE FOR SUCH ASSESSMENT, REMOVAL AND DISPOSAL OF ANY SUCH MATERIALS AND
ASSOCIATED ACTIVITIES.
(d)
Disclaimer with Respect to Data. All data, evaluations, reports and other
information heretofore furnished to Buyer by Sellers concerning any or all of
the Purchased Assets, and the operation thereof, have been and shall be
furnished solely for Buyer's convenience and have not constituted and shall not
constitute a representation or warranty of any kind by Sellers. Sellers do not
warrant or represent the accuracy or completeness of any information, data or
materials furnished to Buyer with respect to the transactions contemplated by
this Agreement. Buyer acknowledges that Sellers may not have the requisite
information with which to accurately determine the exact nature or condition of
the Purchased Assets. Buyer is purchasing the Purchased Assets solely in
reliance on the representations and covenants of Sellers in the Transaction
Documents and