RESERVES, THE VALUE OF THE PROPERTIES
BASED THEREON, OR THE CONDITION OR STATE OF REPAIR OF THE PROPERTIES. THIS
DISCLAIMER EXTENDS TO ANY REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER
AND/OR SELLER ARE OR WILL BE ENTITLED TO RECEIVE FROM THE PRODUCTION FROM THE
PROPERTIES, IT
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BEING ACKNOWLEDGED AND AGREED THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON
WHICH BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL
EVALUATION OF BUYER. ALSO, BUYER ACKNOWLEDGES AND AGREES THAT RESERVE REPORTS
ARE ESTIMATES ONLY OF PROJECTED FUTURE OIL AND/OR GAS VOLUMES, FUTURE FINDING
COSTS AND FUTURE OIL AND/OR GAS SALES PRICES, ALL OF WHICH FACTORS ARE
INHERENTLY IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND
INFORMATION. BUYER AGREES THAT ANY CONCLUSIONS DRAWN FROM INFORMATION PROVIDED
BY SELLER TO BUYER SHALL BE THE RESULT OF BUYER'S OWN INDEPENDENT REVIEW AND
JUDGEMENT AND AT BUYER'S SOLE RISK.
(c)
NOT CONSUMERS. SELLER AND BUYER HEREBY ACKNOWLEDGE AND AGREE THAT THEY
ARE NOT "CONSUMERS" WITHIN THE MEANING OF ANY DECEPTIVE TRADE PRACTICES OR
CONSUMER PROTECTION ACT, OR ANY LAW AND ENVIRONMENTAL LAW. BUYER HEREBY
EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ALL OF BUYER'S RIGHTS AND REMEDIES
UNDER ALL LAW AND ENVIRONMENTAL LAW WHICH MAY AFFORD CONSUMERS SPECIAL RIGHTS
AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF BUYER'S OWN SELECTION,
BUYER VOLUNTARILY CONSENTS TO THIS WAIVER AND RELEASE. TO EVIDENCE BUYER'S
ABILITY TO GRANT SUCH WAIVER, BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER
THAT: (i) BUYER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION; (ii)
BUYER IS REPRESENTED BY LEGAL COUNSEL IN ENTERING INTO THIS AGREEMENT; AND (iii)
SUCH LEGAL COUNSEL WAS NOT, DIRECTLY OR INDIRECTLY, IDENTIFIED, SUGGESTED OR
SELECTED BY SELLER OR ANY AGENT OF SELLER.
(d)
DISCLAIMERS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
NEITHER PARTY SHALL BE ENTITLED TO CLAIM OR RECOVER FROM THE OTHER PARTY, AND
EACH PARTY HEREBY DISCLAIMS, RELEASES AND WAIVES ANY CLAIMS, AGAINST THE OTHER
PARTY FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST SALES, USE, INCOME, PROFIT, REVENUE,
PRODUCTION, RESERVES OR OPPORTUNITY), EXCEPT WITH RESPECT TO INDEMNIFICATION OF
THIRD PARTY CLAIMS FOR SUCH DAMAGES IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT. THE FOREGOING DISCLAIMERS, RELEASES AND WAIVERS SHALL APPLY
TO THE SELLER, SELLER INDEMNITEES, BUYER AND BUYER INDEMNITEES IN CONNECTION
WITH ANY CLAIM FOR INDEMNIFICATION HEREUNDER OR OTHERWISE.
Section 13.Notices. All notices and communications required or permitted under
this Agreement shall be in writing addressed as set forth below, and any notice
or communication hereunder shall be deemed to have been duly delivered upon the
earliest of: (a) actual receipt by the Party to be notified; (b) three (3) days
after deposit with the United States Postal Service, certified mail, postage
prepaid, return receipt requested; (c) if by facsimile or electronic
transmission, upon confirmation
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by the recipient of receipt; or (d) by Federal Express overnight delivery (or
other reputable overnight delivery service), two (2) days after deposited with
such service. All