contingent upon
consummation of the Closing.
Concurrently with delivery of the offers of
employment described above, WEP will provide Sellers with written confirmation
that all employees received such offers of employment.
SECTION 6.
ADDITIONAL AGREEMENTS
6.1.
General Matters.
Buyers and Sellers make the
following disclaimers and notifications:
(a)
Except as otherwise provided herein there
are no express or implied warranties that apply to the transactions contemplated
herein.
(b)
IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES
THAT NEITHER BUYERS NOR EITHER SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, AS TO TITLE (EXCEPT AS PROVIDED IN SECTION 3.3 ABOVE) OR THE
CONDITION OR STATE OF REPAIR OF THE ASSETS, THEIR VALUE, QUALITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USES OR PURPOSES, NOR AS TO THE
CURRENT VOLUME, NATURE, QUALITY, CLASSIFICATION, OR VALUE OF THE HYDROCARBON
RESERVES THEREUNDER OR COVERED THEREBY, NOR WITH RESPECT TO ANY APPURTENANCES
THERETO BELONGING OR APPERTAINING TO THE ASSETS.
EXCEPT FOR ANY RIGHT TO
INDEMNIFICATION FOR BREACH OF ANY EXPRESS REPRESENTATION OR WARRANTY TO THE
EXTENT PROVIDED UNDER SECTION 8, BUYERS ACCEPT THE ASSETS IN "AS IS, WHERE IS"
CONDITION AND SUBJECT TO ANY AND ALL OBLIGATIONS, DUTIES, LIABILITIES,
RESTRICTIONS, LIMITATIONS, WAIVERS AND OBLIGATIONS RELATING THERETO.
WITHOUT
LIMITATION OF THE FOREGOING, BUYERS HEREBY WAIVES ANY AND ALL RIGHTS AND
REMEDIES BUYERS MAY HAVE AGAINST EITHER SELLER AND/OR THEIR RESPECTIVE
ASSOCIATED PARTIES ARISING FROM SAME INCLUDING, WITHOUT LIMITATION, ANY RIGHTS
AND REMEDIES BUYERS MAY HAVE AGAINST EITHER SELLER PURSUANT TO CALIFORNIA'S
UNFAIR PRACTICES ACT (CALIFORNIA BUSINESS AND PROFESSIONS CODE SECTIONS 17200,
ET SEQ.).
(c)
BUYERS ACKNOWLEDGES AND AGREES THAT THE
ASSETS HAVE BEEN UTILIZED FOR THE PURPOSE OF EXPLORATION, DEVELOPMENT AND
PRODUCTION OF OIL AND GAS, AND THAT MATERIALS ASSOCIATED THEREWITH MAY HAVE BEEN
STORED, KEPT, DISPOSED OF, ON OR IN THE ASSETS. BUYERS ACKNOWLEDGES THAT
EQUIPMENT, PLANTS, BUILDINGS, STRUCTURES, IMPROVEMENTS, ABANDONED AND OTHER
TANKS
17
AND PIPING, STORAGE FACILITIES, GATHERING AND DISTRIBUTION LINES, WELLS AND
OTHER PETROLEUM PRODUCTION FACILITIES AND APPURTENANCES MAY BE LOCATED THEREON.
BUYERS ACKNOWLEDGES THAT THERE HAVE BEEN SPILLS OF CRUDE OIL, PRODUCED WATER AND
OTHER MATERIALS IN THE PAST ON AND IN THE ASSETS. IN ADDITION, SOME PRODUCTION
EQUIPMENT MAY CONTAIN ASBESTOS AND NORM. IN THIS REGARD, BUYERS EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF
WELLS, MATERIALS AND EQUIPMENT AS SCALE, OR IN OTHER FORMS, AND THAT WELLS,
MATERIALS AND EQUIPMENT LOCATED ON THE ASSETS MAY CONTAIN NORM AND THAT
NORM-CONTAINING MATERIAL MAY BE BURIED AND OTHERWISE DISPOSED OF ON THE ASSETS.
BUYERS ALSO EXPRESSLY UNDERSTANDS THAT SPECIAL PROCEDURES MAY BE REQUIRED FOR
THE REMOVAL AND DISPOSAL OF ASBESTOS AND NORM FROM THE EQUIPMENT AND LAND WHERE
IT MAY BE FOUND AND BUYERS ASSUMES ALL LIABILITY AND EXPENSE FOR SUCH
ASSESSMENT, REMOVAL, AND DISPOSAL OF ANY SUCH MATERIALS AND ASSOCIATED
ACTIVITIES.
6.2.
Data. All data, evaluations, reports, and any
other information, heretofore or hereafter furnished Buyers by Sellers
concerning any or all of the Assets, and the operation thereof, have been and
shall