IMPLIED, EXCEPT THAT EACH
SELLER SPECIALLY WARRANTS AND AGREES TO DEFEND TITLE TO ITS OWNERSHIP INTEREST
IN THE INTERESTS AGAINST THE CLAIMS, ENCUMBRANCES AND DEMANDS OF ALL PERSONS
CLAIMING TITLE TO THE INTERESTS BY, THROUGH, OR UNDER SELLER BUT NOT OTHERWISE.
4.2
Condition and Fitness of the Interests. SELLERS CONVEY THE INTERESTS TO BUYER
WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY OR REPRESENTATION OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO (i) THE CONDITION OR
MERCHANTABILITY OF THE INTERESTS, OR (ii) THE FITNESS OF THE INTERESTS FOR A
PARTICULAR PURPOSE. BUYER HAS INSPECTED, OR BEFORE CLOSING WILL INSPECT OR WILL
HAVE BEEN GIVEN THE OPPORTUNITY TO INSPECT, THE INTERESTS, BOTH SURFACE AND
SUBSURFACE, FOR ALL PURPOSES, INCLUDING WITHOUT LIMITATION FOR THE PURPOSE OF
DETECTING THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM") AND
MAN MADE MATERIAL FIBERS ("MMMF") AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, INCLUDING BUT NOT LIMITED TO CONDITIONS RELATED TO THE
PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES. BUYER IS RELYING SOLELY
UPON THE RESULTS OF SUCH INSPECTION OF THE INTERESTS AND SHALL ACCEPT ALL OF THE
SAME IN THEIR "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS". SELLERS
DISCLAIM ALL LIABILITY ARISING IN CONNECTION WITH THE PRESENCE OF NORM OR MMMF
ON THE INTERESTS AND IF TESTS HAVE BEEN CONDUCTED BY SELLERS FOR THE PRESENCE OF
NORM OR MMMF, SELLERS DISCLAIM ANY WARRANTY RESPECTING THE ACCURACY OF SUCH
TESTS OR RESULTS.
4.3
Information About the Interests.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, SELLERS AND THEIR CONSULTANTS, OFFICERS, AGENTS, EMPLOYEES OR
REPRESENTATIVES MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR
IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA,
INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS; (ii)
THE QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
INTERESTS; (iii) THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, INCLUDING
WITHOUT LIMITATION, PRODUCTION RATES, DECLINE RATES AND RECOMPLETION
OPPORTUNITIES; (iv) GAS BALANCING INFORMATION, ALLOWABLES OR OTHER REGULATORY
MATTERS; (v) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR
PROFITS, IF ANY, TO BE DERIVED FROM THE INTERESTS, OR (vi) THE ENVIRONMENTAL
CONDITION OF THE INTERESTS. SELLERS REPRESENT THAT THEY HAVE NOT INTENTIONALLY
WITHHELD FROM BUYER ANY DATA, INFORMATION OR RECORDS RELATING TO THE INTERESTS
AND TO THE BEST OF ITS KNOWLEDGE THE DATA, INFORMATION AND RECORDS SUPPLIED TO
BUYER ARE COMPLETE AND CORRECT. ANY AND ALL SUCH DATA, RECORDS, REPORTS,
PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY SELLERS OR OTHERWISE
MADE AVAILABLE TO BUYER ARE PROVIDED AS A CONVENIENCE AND SHALL NOT CREATE OR
GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLERS AND ANY RELIANCE ON OR USE OF
THE SAME SHALL BE AT BUYER'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW.
4.4
Subrogation of Warranties.
To the extent transferable, Sellers will give and
grant to Buyer, its successors and assigns full power and right of substitution
and subrogation in and to all covenants, indemnities and warranties (including