CONTAINED IN SECTION 4 AND THE SPECIAL
WARRANTY IN THE CONVEYANCE, THE PROPERTIES SHALL BE CONVEYED PURSUANT HERETO
WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, RELATING TO TITLE TO THE PROPERTIES OR RELATING TO THE CONDITION,
QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR
SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY
PURPOSE, AND, EXCEPT AS PROVIDED OTHERWISE IN THE FIRST SENTENCE OF THIS
PARAGRAPH, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR
REPRESENTATION WHATSOEVER. PRIOR TO CLOSING, BUYER SHALL HAVE THE OPPORTUNITY TO
INSPECT THE PROPERTIES, AND, EXCEPT FOR ANY BREACHES BY SELLER OF THE
REPRESENTATION AND WARRANTY CONTAINED IN SECTION 4(a)(xviii), UPON CLOSING BUYER
SHALL BE DEEMED TO HAVE WAIVED ANY CLAIMS AGAINST SELLER WITH RESPECT TO THE
CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, AS TO THEIR PHYSICAL
AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT
LIMITED TO, CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL
OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR
NATURALLY OCCURRING RADIOACTIVE MATERIALS (NORM). EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4, BUYER IS RELYING SOLELY
UPON ITS OWN INSPECTION OF THE PROPERTIES, AND EXCEPT FOR ANY BREACHES BY SELLER
OF THE REPRESENTATION AND WARRANTY CONTAINED IN SECTION 4(a)(xviii), BUYER SHALL
ACCEPT ALL OF THE SAME IN THEIR AS IS, WHERE IS CONDITION. ALSO WITHOUT
LIMITATION OF THE FOREGOING, SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH
THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS,
OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES TO PRODUCE HYDROCARBONS
OR THE ENVIRONMENTAL CONDITION OF THE PROPERTIES OR ANY OTHER MATTERS CONTAINED
IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER OR BY SELLER'S
AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS,
INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY SELLER OR
OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER ARE PROVIDED BUYER AS A
CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST
SELLER AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT BUYER'S SOLE RISK TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
5. Representations of Buyer. Buyer represents to Seller that:
(a) Organization and Qualification. Buyer is a corporation duly organized and
legally existing and in good standing under the laws of the State of Alabama,
and is qualified to do business and in good standing in each of the states in
which Oil and Gas Properties are located where the laws of such state would
require a corporation owning or operating the Oil and Gas Properties located in
such state to so qualify. Buyer is also qualified to own and