bill of sale
with a warranty of title by, through, or under Grantor, Grantor's Predecessors
or Affiliates, as the case may be, but without any other warranties or
representations, express or implied, assigning, delivering and transferring to
Grantee any Oil and Gas Interests, Wells and Equipment and/or Associated Rights
that are determined after the date hereof to be owned or held by Grantor or
Grantor's Predecessors as of the Effective Time. All subsequent conveyances by
Grantor or any of Grantor's Predecessors or Affiliates of such additional Oil
and Gas Interests shall be made using this Deed form unless otherwise mutually
agreed by the Parties. However, Grantee agrees that Grantor shall have no duty
or obligation to convey, or to cause Grantor's Predecessors or Affiliates to
convey, any Oil and Gas Interests acquired by Grantor or any of Grantor's
Predecessors or Affiliates in the Lands after the Effective Time that are not
described on Exhibit "A" or depicted on Exhibits "A-1" through "A-___."
D. DISCLAIMERS: THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY
APPLICABLE LAW, REGULATIONS OR ORDERS, TO BE OPERATIVE, THE DISCLAIMERS OF
WARRANTIES CONTAINED IN THIS SECTION VI. ARE "CONSPICUOUS" DISCLAIMERS. GRANTOR
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, WHATSOEVER WITH RESPECT TO THE SUBJECT PROPERTY EXCEPT AS OTHERWISE
PROVIDED IN THIS DEED. SPECIFICALLY WITHOUT LIMITATION OF THE IMMEDIATELY
PRECEDING SENTENCE, GRANTOR EXPRESSLY DISCLAIMS AND NEGATES AS TO ALL WELLS AND
EQUIPMENT INCLUDED IN THE SUBJECT PROPERTY: (I) ANY IMPLIED OR EXPRESS WARRANTY
OF MERCHANTABILITY; (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE; AND (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, IT BEING EXPRESSLY UNDERSTOOD BY GRANTEE THAT
ALL WELLS AND EQUIPMENT INCLUDED WITHIN THE SUBJECT PROPERTY ARE BEING CONVEYED
TO GRANTEE "AS IS," "WHERE IS," WITH ALL FAULTS, AND IN THE PRESENT CONDITION
AND STATE OF REPAIR. EXCEPT AS EXPRESSLY SET FORTH IN THIS DEED OR THE
ATTACHMENTS HERETO, WITH RESPECT TO THE PEABODY OIL AND GAS INTERESTS, PEABODY
MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO
(1) ITS RIGHTS TO OR OWNERSHIP OF CBM OR CMM IN OR ASSOCIATED WITH THE PEABODY
OIL AND GAS INTERESTS; (2) THE QUANTITY OR QUALITY OF OIL AND GAS CONTAINED IN
THE OIL AND GAS INTERESTS; (3) ANY AND ALL GEOLOGIC, LAND OR TECHNICAL DATA AND
INFORMATION PROVIDED TO GRANTEE REGARDING THE OIL AND GAS INTERESTS; (4) THE
GEOLOGY OR OPERATIONAL CONDITIONS EXISTING OR TO BE ENCOUNTERED ON OR WITH
RESPECT TO THE LAND CONTAINING THE OIL AND GAS INTERESTS BUT NOT LIMITED TO,
ADEQUATE SUBJACENT OR LATERAL SUPPORT OF THE LAND OR ADJACENT LAND, OR THE
ENVIRONMENTAL CONDITION OF THE LAND, OR OTHER CONDITIONS ARISING OUT OF THE
PRIOR USE OF THE LAND; OR (5) GRANTOR'S RIGHTS TO OBTAIN ACCESS TO OR OVER THE
SURFACE OF THE LAND CONTAINING THE OIL AND GAS INTERESTS, TO UTILIZE THE SURFACE
OF SUCH LANDS IN CONNECTION WITH OIL AND GAS
14
ACTIVITIES