OIL TO BE TRANSPORTED THROUGH THE PIPELINE OR OTHER ECONOMIC
PERFORMANCE; (IV) AS TO THE QUALITY, CONDITION OR VALUE OF THE ASSETS; (V) AS TO
THE MANNER OF OPERATING THE PIPELINE FACILITIES AND THE EXPENSES RELATED
THERETO; (VI) AS TO THE NATURE AND EXTENT OF THE REAL PROPERTY INTERESTS; (VII)
AS TO ANY ENVIRONMENTAL MATTERS RELATING TO THE ASSETS; (VIII) AS TO THE
COMPLIANCE OF THE ASSETS WITH APPLICABLE LAW; AND/OR (IX) THAT THE PIPELINE
FACILITIES, REAL PROPERTY INTERESTS, ASSIGNABLE PERMITS OR OTHER PERMITS,
PERSONAL PROPERTY, CONTRACT RIGHTS, INCIDENTAL RIGHTS AND CANADIAN CARVE-OUT
WORK TOGETHER WITH THE SHARED EASEMENTS AND RIGHTS OF WAY CONSTITUTE ALL OF THE
PROPERTY, EQUIPMENT, PERMITS, CONTRACT RIGHTS, LAND RIGHTS AND/OR OTHER ASSETS,
INTERESTS OR RIGHTS REQUIRED FOR THE OWNERSHIP AND OPERATION OF THE ASSETS.
(b) NO BUYER RELIANCE. BY REASON OF BUYER'S KNOWLEDGE AND EXPERIENCE IN THE
EVALUATION, ACQUISITION, AND OPERATION OF SIMILAR PROPERTIES, BUYER HAS
EVALUATED THE MERITS AND RISKS OF PURCHASING THE ASSETS AND HAS FORMED AN
OPINION BASED UPON BUYER'S KNOWLEDGE AND EXPERIENCE AND NOT UPON ANY
REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE SET FORTH IN SECTION 11.1) BY
SELLER WITH RESPECT TO THE ASSETS. BUYER ACKNOWLEDGES THAT, PRIOR TO SIGNING
THIS AGREEMENT AND IN LIGHT OF THE DATA AND INFORMATION PROVIDED BY SELLER,
BUYER WAS GIVEN ADEQUATE OPPORTUNITY, AND CONDUCTED OR HAD CONDUCTED ON ITS
BEHALF, AT ITS OWN RISK AND EXPENSE AND TO BUYER'S SATISFACTION, ANY AND ALL
EXAMINATIONS, REVIEWS, INSPECTIONS, INVESTIGATIONS OR OTHER DUE DILIGENCE
RELATING TO THE ACQUISITION OF THE ASSETS DEEMED NECESSARY BY BUYER.
(c)
RELEASE OF SELLER. EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 12.2 AND 12.5,
BUYER HEREBY RELEASES SELLER AND ITS PARTNERS AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, AFFILIATES,
55
AGENTS AND EMPLOYEES OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION,
DEMANDS, RIGHTS, LIABILITIES, OBLIGATIONS, DAMAGES, COSTS, EXPENSES OR
COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, THAT BUYER NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF OR
IN ANY WAY GROWING OUT OF OR IN CONNECTION WITH THE OPERATING, STRUCTURAL,
ENVIRONMENTAL, OR REGULATORY CONDITION OF THE ASSETS, OR ANY ENVIRONMENTAL LAW
OR APPLICABLE REGULATION PROMULGATED THEREUNDER, AND WAIVES ANY RIGHT TO SEEK
CONTRIBUTION OR OTHER RECOVERY FROM SELLER OR ITS AFFILIATES UNDER ANY
ENVIRONMENTAL LAW OR OTHERWISE WITH RESPECT TO SUCH CONDITION, UNLESS AND TO THE
EXTENT ANY OF THE FOREGOING DIRECTLY RELATES TO (1) A BREACH OF A REPRESENTATION
OR WARRANTY CONTAINED IN SECTION 11.1, AS AMENDED OR SUPPLEMENTED IN ACCORDANCE
WITH SECTION 11.3, OR (2) A RETAINED LIABILITY, AS TO EACH OF WHICH (1) AND
(2) BUYER'S RIGHTS AND REMEDIES UNDER SECTIONS 12.2 AND 12.5 ARE HEREBY
PRESERVED.
(d) RELEASE OF BUYER. EXCEPT TO THE EXTENT PROVIDED IN SECTION 12.1 AND
SECTION 12.5, SELLERS HEREBY RELEASE BUYER AND ITS SHAREHOLDERS AND AFFILIATES
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AFFILIATES, AGENTS AND EMPLOYEES OF
AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, LIABILITIES,
OBLIGATIONS, DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
INDIRECT,