pursuant to this
Agreement with respect to the breach of such representation, warranty, covenant
or agreement on or before such termination date. Purchaser's indemnities in
Sections 11.4(b)(i), 11.4(b)(ii), 11.4(b)(v) and 11.4(b)(vi) and Sellers'
indemnity in Section 11.4(c)(iii) shall continue without time limit.
Section 11.8 Disclaimers.
(a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 5 OF THIS
AGREEMENT, THE CERTIFICATES OF SELLERS TO BE DELIVERED PURSUANT TO SECTION
9.2(d) OR IN THE CONVEYANCE OR IN THE ASSIGNMENT, (I) SELLERS MAKE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (II) SELLERS
EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION,
WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING)
TO PURCHASER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR
REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY OPINION, INFORMATION,
PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLERS OR
ANY OF THEIR AFFILIATES).
(b) EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 5 OF THIS
AGREEMENT, THE CERTIFICATES OF SELLERS TO BE DELIVERED PURSUANT TO SECTION
9.2(d) OR IN THE CONVEYANCE OR IN THE ASSIGNMENT, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS,
(II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM OR ANY
REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC
DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY OR
RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) ANY ESTIMATES
OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (V) THE
PRODUCTION OF HYDROCARBONS FROM THE ASSETS OR THE PRESENCE, QUALITY OR QUANTITY
OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS, (VI) THE MAINTENANCE,
REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS,
(VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS,
BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (VIII) WITH RESPECT
TO DEVELOPMENT OF THE LEASES AFTER CLOSING, ANY SURFACE RESTRICTIONS, CONSENTS,
REQUIRED FROM SURFACE OWNERS, AND ALL PERMITS, BONDS AND EASEMENTS REQUIRED FROM
THIRD PARTIES OR GOVERNMENTAL BODIES, (IX) ANY OTHER MATERIALS OR INFORMATION
THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS
AFFILIATES, OR TO 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, STATUTORY 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 PURCHASER SHALL BE
44
DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE
OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS AND THAT PURCHASER HAS MADE OR
CAUSED TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE, AND (X) ANY
IMPLIED OR EXPRESS WARRANTY OF