WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS,
CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION
OR ADVICE THAT MAY
20
HAVE BEEN PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT,
CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF ITS AFFILIATES).
(B)
EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3, ARTICLE 4, IN THE
CERTIFICATE DELIVERED BY SELLER AT CLOSING PURSUANT TO SECTION 8.2(B) OR IN THE
CONVEYANCE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO
ANY OF THE COMBINED ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY
INFORMATION PROVIDED BY SELLER WITH RESPECT TO THE COMBINED ASSETS, OR ANY
REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC
DATA OR INTERPRETATION, RELATING TO THE COMBINED ASSETS, (III) THE QUANTITY,
QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE COMBINED ASSETS,
(IV) ANY ESTIMATES OF THE VALUE OF THE COMBINED ASSETS OR FUTURE REVENUES
GENERATED BY THE COMBINED ASSETS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE
COMBINED ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING
QUANTITIES, (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY,
DESIGN OR MARKETABILITY OF THE COMBINED ASSETS, OR (VII) ANY OTHER MATERIALS OR
INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR
ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES
OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY
EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT,
SUBJECT TO SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3,
ARTICLE 4, IN THE CERTIFICATE DELIVERED BY SELLER AT CLOSING PURSUANT TO
SECTION 8.2(B) AND IN THE CONVEYANCE, PURCHASER HAS MADE OR CAUSED TO BE MADE
SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE, PURCHASER IS RECEIVING
EQUIPMENT AND ALL OTHER TANGIBLE PROPERTY IN ITS PRESENT STATUS, CONDITION AND
STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS.
(C)
ANY REPRESENTATION "TO THE KNOWLEDGE OF SELLER" OR "TO SELLER'S KNOWLEDGE"
IS LIMITED TO MATTERS WITHIN THE ACTUAL CONSCIOUS AWARENESS OF TED O'BRIEN,
LESTER ZITKUS, MIKE CANICH, JOHN CENTOFANTI, KEN KIRK, RICK CRITES AND PHIL
ELLIOTT.
(D)
INCLUSION OF A MATTER ON A SCHEDULE ATTACHED HERETO WITH RESPECT TO A
REPRESENTATION OR WARRANTY THAT ADDRESSES MATTERS HAVING A MATERIAL ADVERSE
EFFECT SHALL NOT BE DEEMED AN INDICATION THAT SUCH MATTER DOES, OR MAY, HAVE A
MATERIAL ADVERSE
21
EFFECT.
MATTERS MAY BE DISCLOSED ON A SCHEDULE FOR PURPOSES OF INFORMATION
ONLY.
AS USED HEREIN, "MATERIAL ADVERSE EFFECT" MEANS ANY CHANGE, INACCURACY,
CIRCUMSTANCE, EVENT, RESULT, OCCURRENCE, CONDITION OR AN ACT (EACH, AN "EVENT")
THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE OWNERSHIP, OPERATION OR VALUE OF THE ASSETS, TAKEN AS A WHOLE OR