SELLER PURSUANT TO THIS SECTION FOR THEIR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9
ARTICLE XI
Limitations on Representations and Warranties
Section 11.01
Disclaimers of Representations and Warranties.
THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS
AGREEMENT AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT, BUYER
ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO
PRODUCTION
RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY,
RECOVERABILITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE
TO THE ASSIGNED INTERESTS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN
THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES,
(a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR
EXPRESS WARRANTY OF CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, (c) ANY
IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d)
ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR
UNKNOWN, (e)ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, (f)
ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF
MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, (g)
THE CONTENT OR ACCURACY OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT,
OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO
THE ASSIGNED INTERESTS, AND (h) THE MAINTENANCE, REPAIR, CONDITION, QUALITY,
SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSIGNED INTERESTS. IT IS THE
EXPRESS INTENTION OF BUYER AND SELLER THAT THE PERSONAL PROPERTY, EQUIPMENT,
INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSIGNED INTERESTS SHALL BE
CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS
AND DEFECTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER
REPRESENTS TO SELLER THAT BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS
WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND
FIXTURES AS BUYER DEEMS APPROPRIATE. SELLER AND BUYER AGREE THAT, TO THE EXTENT
REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN
WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE
PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. BUYER AGREES THAT THE FOREGOING
WAIVERS ARE A MATERIAL AND INTEGRAL PART OF THIS TRANSACTION AND THE
CONSIDERATION THEREOF.
10
Section 11.02
NORM Acknowledgment.
BUYER ACKNOWLEDGES THAT IN THE PAST
THERE MAY HAVE BEEN SPILLS OF WASTES, CRUDE OIL, PRODUCED WATER, OR OTHER
MATERIALS (INCLUDING, WITHOUT LIMITATION, ANY TOXIC, HAZARDOUS OR EXTREMELY
HAZARDOUS SUBSTANCES) ONTO THE LANDS ASSOCIATED WITH THE ASSIGNED INTERESTS. IN
ADDITION, SOME PRODUCTION EQUIPMENT, OTHER PERSONAL PROPERTY OR FIXTURES MAY
CONTAIN ASBESTOS AND/OR NATURALLY OCCURRING RADIOACTIVE MATERIAL (HEREINAFTER
REFERRED TO AS "NORM"). IN THIS REGARD, BUYER EXPRESSLY UNDERSTANDS AND
ACKNOWLEDGES THAT NORM OR ASBESTOS MAY AFFIX OR ATTACH ITSELF TO THE