months preceding such
request.
ARTICLE VI.
DISCLAIMERS AND WAIVERS
6.01.
Other than those representations and warranties expressly set out in Articles
III and IV of this Agreement, Company and Seller hereby expressly disclaim any
and all representations or warranties with respect to the Membership Interests,
the Company Properties, and the other transactions contemplated hereby.
6.02.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY
AND SELLER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED,
AS TO (i) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION,
OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE MEMBERSHIP INTERESTS OR THE
COMPANY PROPERTIES; (ii) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON
RESERVES (IF ANY) ATTRIBUTABLE TO THE COMPANY PROPERTIES; (iii) THE ABILITY OF
THE COMPANY PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES,
DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (iv) THE PRESENT OR FUTURE VALUE
OR THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE
MEMBERSHIP INTERESTS OF THE COMPANY PROPERTIES, (v) TITLE TO THE COMPANY
PROPERTIES; (vi) THE ENVIRONMENTAL CONDITION OF THE COMPANY PROPERTIES, (vii)
ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND (viii) ANY OTHER
MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO
BUYER BY SELLER.
6.03.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY
AND SELLER HEREBY EXPRESSLY DISCLAIM ANY WARRANTY, WHETHER EXPRESS OR IMPLIED,
AND WHETHER BY COMMON LAW, STATUTE OR OTHERWISE, AS TO OPERATING CONDITION,
VALUE, FINANCIAL CONDITON, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, CONDITION
OR OTHERWISE, CONCERNING THE MEMBERSHIP INTERESTS OR THE COMPANY PROPERTIES.
COMPANY AND SELLER DO NOT WARRANT THE COMPANY PROPERTIES OR THE MEMBERSHIP
INTERESTS TO BE FREE FROM REDHIBITORY DEFECTS, LATENT OR APPARENT, AND BUYER
EXPRESSLY SPECIFICALLY WAIVES ANY CLAIM UNDER ARTICLES 2520 THROUGH 2548 OF THE
LOUISIANA CIVIL CODE, AS AMENDED, OR ANY OTHER PROVISIONS OR THEORIES OF LAW,
FOR A REDUCTION OR ADJUSTMENT IN THE PURCHASE PRICE BASED UPON REDHIBITION OR
QUANTI MINORIS OR ACTION OF EVICTION ON ACCOUNT OF THE CONDITION OR
MERCHANTABILITY OF THE MEMBERSHIP INTERESTS OR THE COMPANY PROPERTIES. THIS
WAIVER OF WARRANTY EXTENDS TO ALL DEFECTS, EVEN
12
IF THE DEFECT OR DEFECTS RENDER THE MEMBERSHP INTERESTS OR THE COMPANY
PROPERTIES ABSOLUTELY USELESS OR SO INCONVENIENT OR IMPERFECT THAT BUYER WOULD
NOT HAVE PURCHASED THE MEMBERSHIP INTERESTS HAD BUYER KNOWN OF THE DEFECTS.
BUYER ACKNOWLEDGES THAT IT HAS EXAMINED THE COMPANY PROPERTIES THOROUGHLY AND IS
FULLY SATISFIED WITH THEIR CONDITION. BUYER AND SELLER ACKNOWLEDGE AND STIPULATE
THAT THE PURCHASE PRICE WAS NEGOTIATED AND AGREED UPON AFTER CONSIDERATION OF
THIS WAIVER OF WARRANTY. BUYER ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO
THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY
AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY.
ARTICLE VII.
TITLE, ENVIRONMENTAL AND MATERIAL CONTRACT DUE DILIGENCE
7.01
Title Due Diligence Examination.
(a)
Buyer shall have the right to analyze any and all public records relating to the
Company Properties and Company and Seller shall afford to