BROUGHT OR ASSERTED BY A
THIRD-PARTY AGAINST AN INDEMNIFIED PARTY.
Section 13.8Waivers and Disclaimers.
(a)NO RELIANCE.
BUYER HAS REVIEWED AND HAS ACCESS TO ALL CONTRACTS, DOCUMENTS,
RECORDS AND INFORMATION WHICH IT HAS DESIRED TO REVIEW IN CONNECTION WITH ITS
DECISION TO ENTER INTO THIS AGREEMENT, AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
BUYER HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY,
STATEMENT, ADVICE, DOCUMENT, PROJECTION OR OTHER INFORMATION OF ANY TYPE
PROVIDED BY ANY SELLER, OR ITS AFFILIATES, OR ANY OF THEIR REPRESENTATIVES,
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN THIS
AGREEMENT.
IN DECIDING TO ENTER INTO THIS AGREEMENT, AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED
31
HEREBY, BUYER HAS RELIED SOLELY UPON ITS OWN KNOWLEDGE, INVESTIGATION AND
ANALYSIS (AND THAT OF ITS REPRESENTATIVES) AND NOT ON ANY DISCLOSURE OR
REPRESENTATION MADE BY, OR ANY DUTY TO DISCLOSE ON THE PART OF SELLERS OR THEIR
AFFILIATES, OR ANY OF THEIR REPRESENTATIVES, OTHER THAN THE REPRESENTATIONS AND
WARRANTIES OF SELLERS SET FORTH IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL RESTRICT OR IN ANY WAY LIMIT
CLAIMS BY THE PARTIES WITH RESPECT TO BREACHES OR CLAIMS BASED UPON FRAUD, AS TO
WHICH THE PARTIES SHALL HAVE ALL OF THEIR RIGHTS OR REMEDIES AT LAW.
(b)LIMITED DUTIES.
ANY AND ALL DUTIES AND OBLIGATIONS WHICH ANY PARTY MAY HAVE
TO THE OTHER PARTY WITH RESPECT TO OR IN CONNECTION WITH THE COMPANY ASSETS,
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ARE LIMITED TO THOSE IN
THIS AGREEMENT.
THE PARTIES DO NOT INTEND (i) THAT THE DUTIES OR OBLIGATIONS OF
ANY PARTY, OR THE RIGHTS OF ANY PARTY, SHALL BE EXPANDED BEYOND THE TERMS OF
THIS AGREEMENT ON THE BASIS OF ANY LEGAL OR EQUITABLE PRINCIPLE OR ON ANY OTHER
BASIS WHATSOEVER OR (ii) THAT ANY EQUITABLE OR LEGAL PRINCIPLE OR ANY IMPLIED
OBLIGATION OF GOOD FAITH OR FAIR DEALING OR ANY OTHER MATTER REQUIRES ANY PARTY
TO INCUR, SUFFER, OR PERFORM ANY ACT, CONDITION, OR OBLIGATION CONTRARY TO THE
TERMS OF THIS AGREEMENT AND THAT IT WOULD BE UNFAIR, AND THAT THEY DO NOT
INTEND, TO INCREASE ANY OF THE OBLIGATIONS OF ANY PARTY UNDER THIS AGREEMENT ON
THE BASIS OF ANY IMPLIED OBLIGATION OR OTHERWISE.
(c)DISCLAIMER.
THE COMPANY ASSETS BEING TRANSFERRED TO BUYER ARE BEING ACCEPTED
BY BUYER IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND WITH ALL
FAULTS AND DEFECTS, WITHOUT, SUBJECT TO THE EXCEPTION BELOW, ANY REPRESENTATION,
WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION,
CONFORMITY TO SAMPLES, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE,
ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLERS AND WAIVED BY BUYER, EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN THIS
AGREEMENT.
BUYER RECOGNIZES THAT THE COMPANY ASSETS HAVE BEEN USED FOR OIL AND
GAS DRILLING, COMPLETING, FRACTURING, PRODUCTION, GATHERING, PIPELINE,
TRANSPORTATION, STORAGE AND RELATED OPERATIONS.
PHYSICAL CHANGES IN THE COMPANY
ASSETS AND IN THE LANDS