materially affecting any of their
representations or warranties under this Article IV or rendering any such
warranty or representation untrue or inaccurate.
4.5
Representations and Warranties Exclusive. All representations and
warranties contained in the Transaction Documents (including without limitation
those in this Article IV) are exclusive, and are given in lieu of all other
representations and warranties, express or implied.
4.6
Operating Agreements.
REP understands that (i) all operations will
be conducted pursuant to the terms of the applicable Operating Agreement,
(ii) it will be responsible for timely payment of it's share of the expenses
pursuant to the terms of the applicable Operating Agreement, (iii) it's interest
will be subject to an operator's lien pursuant to the applicable Operating
Agreement, and (iv) nothing in the Transaction Documents alters or otherwise
impairs any operator's lien rights.
ARTICLE V
Disclaimer Of Warranties Applicable
To All Purchases And Sales
5.1
TITLE AND ENCUMBRANCES. SELLER CONVEYS THE PURCHASED PROPERTY TO
REP SUBJECT TO THE PERMITTED ENCUMBRANCES WITHOUT WARRANTY OF TITLE, EXPRESS OR
IMPLIED. SPECIFICALLY WITH RESPECT TO THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS
FOR THE PIPELINES COMPRISING A PART OF THE PURCHASED PROPERTY, SELLER EXPRESSLY
DISCLAIMS, AND REP HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT SELLER
OWNS THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY ARE IN FORCE AND
EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES
LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE
RIGHT
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TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES.
SELLER EXPRESSLY DISCLAIMS, AND REP HEREBY WAIVES, ALL WARRANTIES AND
REPRESENTATIONS THAT THERE ARE ANY EASEMENTS, RIGHTS-OF-WAY, OR PERMITS IN FORCE
AND EFFECT WITH RESPECT TO THE PIPELINES.
NO DUTY IS OWED BY THE SMP PARTIES TO
REP WITH RESPECT TO THE SECTOR MORTGAGE INDEBTEDNESS OTHER THAN AS SET FORTH IN
ARTICLE VIII.
THE SMP PARTIES SHALL HAVE NO LIABILITY TO REP AS A RESULT OF ANY
DEFAULT BY THE SMP PARTIES WITH RESPECT TO THE SECTOR MORTGAGE INDEBTEDNESS OR
ANY ACTION TAKEN BY SECTOR CAPITAL CORPORATION AS A CONSEQUENCE OF SUCH DEFAULT.
5.2
CONDITION AND FITNESS OF THE PURCHASED PROPERTY. EXCEPT AS
EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS, SELLER CONVEYS THE PURCHASED
PROPERTY TO REP WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY OR
REPRESENTATION OF ANY KIND RELATING TO (i) THE CONDITION OR MERCHANTABILITY OF
THE PURCHASED PROPERTY, OR (ii) THE FITNESS OF THE PURCHASED PROPERTY FOR A
PARTICULAR PURPOSE. REP HAS INSPECTED, OR BEFORE CLOSING WILL INSPECT OR WILL
HAVE BEEN GIVEN THE OPPORTUNITY TO INSPECT, THE PURCHASED PROPERTY AND IS
SATISFIED AS TO THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY AND
ENVIRONMENTAL CONDITION (BOTH SURFACE AND SUBSURFACE) OF THE PURCHASED PROPERTY
AND ACCEPTS THE PURCHASED PROPERTY "AS IS," "WHERE IS," AND "WITH ALL FAULTS"
AND IN ITS PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO
(i) THE VALUE, QUALITY, QUANTITY, VOLUME OR DELIVERABILITY OF ANY OIL, GAS OR
OTHER. MINERALS OR RESERVES