MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH
RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, AND THE
ABILITY TO SELL OIL OR GAS PRODUCTION AFTER THE EFFECTIVE TIME AND THE ABILITY
OF PURCHASER TO BECOME OPERATOR OF THE ASSETS UNDER THE APPLICABLE OPERATING
AGREEMENT); AND PURCHASER WILL HAVE SOLE RESPONSIBILITY FOR ANY ACTION TAKEN BY
PURCHASER, OR BY OTHERS RELYING ON PURCHASER'S ADVICE, IN CONNECTION WITH THE
OWNERSHIP OR OPERATION OF THE ASSETS AFTER THE CLOSING DATE OR BASED ON THE
GEOLOGICAL MAPS, RECORDS, LOGS AND OTHER DATA, IF ANY, TRANSFERRED OR MADE
AVAILABLE UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING DISCLAIMER
AND NEGATION OF REPRESENTATIONS AND WARRANTIES SHALL NOT AFFECT OR IMPAIR THE
REPRESENTATIONS AND WARRANTIES OF NOBLE SET FORTH IN ARTICLE 4 HEREOF. AS USED
IN THIS SECTION 15.1, "NOBLE" SHALL INCLUDE NOBLE'S AGENTS AND REPRESENTATIVES.
39
ARTICLE 16
ENVIRONMENTAL INDEMNITY
16.1
PHYSICAL AND ENVIRONMENTAL CONDITIONS.
PURCHASER
AGREES AND ACKNOWLEDGES THAT (A) IT HAS HAD, ACCESS TO AND THE OPPORTUNITY TO
INSPECT THE ASSETS FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, THE PURPOSES
OF DETERMINING ENVIRONMENTAL COMPLIANCE AND DETECTING THE PRESENCE OF HAZARDOUS
OR TOXIC SUBSTANCES, POLLUTANTS OR OTHER CONTAMINANTS, ENVIRONMENTAL HAZARDS,
NATURALLY OCCURRING RADIOACTIVE MATERIALS (NORM) AND PRODUCED WATER
CONTAMINATION OF THE SURFACE AND/OR SUBSURFACE, (B) SUBJECT TO PURCHASER'S
REMEDIES HEREUNDER, IT HAS SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL
CONDITION OF THE ASSETS, BOTH SURFACE AND SUBSURFACE, AND THEIR METHOD OF
OPERATION AND ENVIRONMENTAL COMPLIANCE AND EXCEPT AS SET FORTH HEREIN, AND
PURCHASER AGREES TO ACCEPT AN ASSIGNMENT OF THE ASSETS AT CLOSING ON AN "AS IS,
WHERE IS" BASIS, "WITH ALL FAULTS" AND (C) EXCEPT FOR NOBLE'S REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS AGREEMENT, IN MAKING THE DECISION TO ENTER IN
THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, PURCHASER
HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF THE
ASSETS AND THE RECORDS RELATED THERETO.
16.2
GENERAL ENVIRONMENTAL INDEMNITY.
IF THE CLOSING
OCCURS, EXCEPT AS PROVIDED IN THE LAST CLAUSE OF THIS SECTION 16.2 AND WITHOUT
LIMITING NOBLE'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR
PURCHASER'S OBLIGATIONS UNDER SECTION 11.4, PURCHASER FROM AND AFTER THE CLOSING
DATE HEREBY ASSUMES AND SHALL BE RESPONSIBLE FOR AND AGREES TO RELEASE,
INDEMNIFY, DEFEND AND HOLD HARMLESS THE NOBLE INDEMNIFIED PARTIES FROM AND
AGAINST ANY AND ALL LOSSES ATTRIBUTABLE TO ENVIRONMENTAL COMPLIANCE, DAMAGE TO
PROPERTY, INJURY TO OR DEATH OF PERSONS OR OTHER LIVING THINGS, NATURAL RESOURCE
DAMAGES, CERCLA RESPONSE COSTS, ENVIRONMENTAL REMEDIATION AND RESTORATION COSTS,
OR FINES OR PENALTIES (COLLECTIVELY, "ENVIRONMENTAL CLAIMS") ARISING OUT OF OR
ATTRIBUTABLE TO, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, THE
ENVIRONMENTAL CONDITION OR COMPLIANCE OF THE ASSETS AT ANY TIME BEFORE, AT OR
AFTER THE CLOSING DATE (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO
ANY CONDITION EXISTING ON, IN OR UNDER, OR RESULTING FROM OPERATION OF, THE
ASSETS AT ANY TIME BEFORE, AT OR AFTER THE CLOSING DATE) THAT IS DETERMINED TO
BE A