CLAIM(S) FOR BREACH OF WARRANTY UNDER THE CONVEYANCES, WHICH WERE NOT ASSERTED
BY BUYER IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. AS ONE
OF ITS CONDITIONS TO CLOSING, BUYER ACKNOWLEDGES, AGREES AND REPRESENTS TO
SELLERS AND THE PARTICIPATING THIRD PARTY OWNERS THAT AS OF CLOSING BUYER WILL
HAVE BEEN GIVEN THE OPPORTUNITY TO MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS AS
BUYER DEEMS APPROPRIATE. FURTHERMORE, SELLERS AND THE PARTICIPATING THIRD PARTY
OWNERS EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AND IN NO WAY GUARANTEE ANY RATES, FEES OR PRICING RECEIVED AND/OR
BARGAINED FOR BY SELLERS WITH ANY THIRD-PARTY RELATED TO THE KEY FACILITIES.
3.
Additional Disclaimer - EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT OR IN THE CONVEYANCES, SELLERS AND THE PARTICIPATING THIRD PARTY
OWNERS HEREBY EXPRESSLY NEGATE AND DISCLAIM, AND BUYER HEREBY WAIVES AND
ACKNOWLEDGES THAT SELLERS AND PARTICIPATING THIRD PARTY OWNERS HAVE NOT MADE AND
BUYER HAS NOT RELIED UPON, ANY WARRANTY, REPRESENTATION OR COVENANT, EXPRESS OR
IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OR MATERIALITY OF ANY FILES,
RECORDS, DATA, INFORMATION, OR MATERIALS (WHETHER WRITTEN, ORAL OR OTHERWISE)
HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS, OR AS
TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
ASSETS OR THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH
FILES, RECORDS, DATA, INFORMATION, AND OTHER MATERIALS FURNISHED TO BUYER,
WHETHER MADE AVAILABLE PURSUANT TO THIS ARTICLE 4 OR OTHERWISE, ARE PROVIDED TO
BUYER AS A CONVENIENCE AND ACCOMMODATION, AND ANY RELIANCE UPON OR USE OF THE
SAME SHALL BE AT BUYER'S SOLE RISK.
4.
Governmental Reviews
•
- Sellers and Buyer shall each in a timely manner make (or cause its applicable
affiliate to make) (i) all required filings, including filings required under
the Hart-Scott-Rodino Act, and prepare applications to and conduct negotiations
with, each Governmental Authority as to which such filings, applications or
negotiations are necessary or appropriate in the consummation of the transaction
contemplated hereby, and (ii) provide such information as the other may
reasonably request in order to make such filings, prepare such applications and
conduct such negotiations. Each Party shall cooperate with and use all
reasonable efforts to assist the other with respect to such filings,
applications and negotiations. Buyer shall bear the cost of all filing or
application fees payable to any Governmental Authority with respect to the
transaction contemplated by this Agreement, regardless of whether Buyer, Seller,
or any affiliate of any of them is required to make the payment.
•
ARTICLE 5
.
.
SELLERS' REPRESENTATIONS
Each Seller, as to itself, represent the following to Buyer as of the Execution
Date:
1.
Existence
- Seller is an entity duly organized and validly existing and in good standing
under the laws of its state of formation, and is duly qualified to carry on its
business and to own and operate oil and gas properties in each jurisdiction in
which the Assets