of the Oil and Gas Interests
from and after the Effective Time, (ii) Buyer's assumption of any obligation or
liability contained in this Section 19, (iii) the breach by Buyer of any of its
representations in Section 7, and (iv) the breach by Buyer of any of its
agreements and covenants in this Agreement.
(c) Compliance with Express Negligence Rule.
The indemnification, waiver,
release, and assumption provisions of Buyer in this Agreement, including those
in Section 19 and Section 20 below, shall be applicable whether or not the
Claims in question arose solely or in part from the active, passive,
comparative, contributory, concurrent, gross, sole or joint negligence, strict
liability or other fault of any of the Seller Parties.
20. DISCLAIMERS AND WAIVERS.
SELLER AND BUYER ACKNOWLEDGE THAT THIS AGREEMENT
PROVIDES CERTAIN EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER FOR
THE BENEFIT OF BUYER.
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE, AND FOR SUCH EXPRESS REPRESENTATIONS,
WARRANTIES AND COVENANTS, WITH RESPECT TO THE OIL AND GAS INTERESTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY, (i) SELLER MAKES NO, AND BUYER HAS NOT RELIED
UPON ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, NOT EVEN
AS TO A RETURN OF THE PURCHASE PRICE, AND (ii) BUYER HAS NOT RELIED UPON, AND
SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, ANY
REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY
OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES,
AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS,
REPRESENTATIVES OR ADVISORS (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR
ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY EMPLOYEE, AGENT, OFFICER,
DIRECTOR, MEMBER, MANAGER, EQUITY OWNER, CONSULTANT, REPRESENTATIVE OR ADVISOR
OF SELLER OR ANY OF ITS AFFILIATES).
SELLER FURTHER DISCLAIMS, AND BUYER
ACKNOWLEDGES IT HAS NOT RELIED UPON, ANY REPRESENTATION OR WARRANTY, STATUTORY,
EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR ANY EQUIPMENT, IT BEING
EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT BUYER SHALL BE DEEMED
TO BE OBTAINING THE OIL AND GAS INTERESTS, INCLUDING THE EQUIPMENT AND OTHER
TANGIBLE PERSONAL PROPERTY TRANSFERRED HEREUNDER, IN ITS PRESENT STATUS,
CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS, AND THAT
BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE,
SUBJECT ONLY TO THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
IN THIS AGREEMENT.
Purchase and Sale Agreement
Page 19
21. Confidentiality.
All Records, and all other confidential data provided to
Buyer, whether before or after the date of this Agreement shall be subject to
the Confidentiality Agreement.
22. Further Assurances.
Incidental and subsequent to Closing, each of the
Parties shall execute, acknowledge, and deliver to the other Party such further
instruments, and take such other actions, as may be reasonably necessary to
carry out the provisions of this Agreement, including without limitation any
state or federal filings or forms that are applicable to the conveyance to Buyer
of