notice thereof to
Seller, in which event both parties shall negotiate in good faith any adjustment
to the Purchase Price to account for the casualty loss.
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14.
Independent Investigation and Disclaimer. The express representations of
Seller set forth in this Agreement are exclusive and in lieu of any and all
other representations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
ASSIGNMENT OR THE DEED SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY
OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED
(ORALLY OR IN WRITING) TO BUYER, INCLUDING ANY STATEMENTS, REPRESENTATIONS,
OPINIONS, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED AS AN ACCOMMODATION
TO THE BUYER BY AN OFFICER, SHAREHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT
OR REPRESENTATIVE OF SELLER, OR ANY ENGINEER OR ENGINEERING FIRM, OR ANY OTHER
AGENT, CONSULTANT, OR REPRESENTATIVE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ASSIGNMENT OR
THE DEED, SELLER MAKES ABSOLUTELY NO REPRESENTATION OR WARRANTY, EXPRESS,
IMPLIED OR STATUTORY, AS TO (a) TITLE TO ANY OF THE SUBJECT PROPERTY, (b) THE
ABILITY OF ANY COMPONENT OF THE SUBJECT PROPERTY TO PRODUCE ANY HYDROCARBONS,
(c) THE AMOUNTS, QUALITY OR DELIVERABILITY OF HYDROCARBON RESERVES ATTRIBUTABLE
TO THE SUBJECT PROPERTY, OR ANY PART THEREOF, (d) GEOLOGICAL, GEOPHYSICAL OR
OTHER INTERPRETATION OR ANY ECONOMIC EVALUATION, (e) PRESENT OR FUTURE SALES
PRICES, OPERATING COSTS, OR OTHER ECONOMIC FACTORS, OR (f) THE CONDITION OR
STATE OF REPAIR OF ANY WELL OR EQUIPMENT RELATING TO THE SUBJECT PROPERTY. BUYER
ACKNOWLEDGES AND AFFIRMS THAT IT HAS EXERCISED ITS RIGHT TO INSPECT THE SUBJECT
PROPERTY, AND EACH COMPONENT THEREOF; HAS SATISFIED ITSELF AS TO ITS PHYSICAL
AND ENVIRONMENTAL CONDITIONS, BOTH SURFACE AND SUBSURFACE; AND FURTHER THAT
BUYER HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE
SUBJECT PROPERTY, AND EACH COMPONENT THEREOF (INCLUDING BUYER'S OWN ESTIMATE AND
APPRAISAL OF THE EXTENT AND VALUE OF THE PETROLEUM, NATURAL GAS AND OTHER
HYDROCARBON RESERVES RESPECTING EACH COMPONENT OF THE SUBJECT PROPERTY). THE
PERSONAL PROPERTY (SURFACE AND SUBSURFACE) CONVEYED AS PART OF THE SUBJECT
PROPERTY ARE SOLD HEREUNDER "WHERE IS, AS IS, WITH ALL FAULTS", AND WITHOUT ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED OR
STATUTORY, REGARDING THE CONDITION OR STATE OF REPAIR OF ANY OF THE EQUIPMENT
COMPRISING PART OF THE SUBJECT PROPERTY.
15.
Indemnification.
(a) BY SELLER. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SELLER AGREES TO
INDEMNIFY AND HOLD HARMLESS BUYER, ITS OFFICERS, D IRECTORS, EMPLOYEES AND
AGENTS, FROM ALL CLAIMS, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND COSTS) ARISING OUT OF OR RESULTING FROM SELLER'S
OWNERSHIP OR OPERATION OF THE SUBJECT PROPERTY PRIOR TO THE EFFECTIVE DATE.
PROVIDED, HOWEVER, THE FOREGOING INDEMNITY DOES NOT COVER OR INCLUDE ANY
ENVIRONMENTAL DEFECT THAT AROSE OR OCCURRED PRIOR TO THE EFFECTIVE DATE IF (A)
THE ENVIRONMENTAL DEFECT DOES NOT OTHERWISE QUALIFY AS AN ENVIRONMENTAL DEFECT
AS DEFINED IN SECION 7(d) OF THIS AGREEMENT, (B)
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BUYER DISCLOSED SUCH ENVIORNMENTAL DEFECT TO SELLER UNDER SECTION 7 OF