AND WARRANTIES OF SELLER EXPRESSLY SET
FORTH IN SECTION 11.1 AND THE LIMITED WARRANTIES OF TITLE SET FORTH IN ANY OF
THE TRANSACTION DOCUMENTS, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND
SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, RELATING TO ANY PART OF THE ASSETS OR THE CONDITION THEREOF,
INCLUDING ANY IMPLIED OR EXPRESS WARRANTY: (I) OF MERCHANTABILITY, CONDITION OR
VALUE; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) REGARDING ANY FUTURE
VOLUMES OF CRUDE OIL TO BE TRANSPORTED THROUGH THE PIPELINE OR OTHER ECONOMIC
PERFORMANCE; (IV) AS TO THE QUALITY, CONDITION OR VALUE OF THE ASSETS; (V) AS TO
THE MANNER OF OPERATING THE PIPELINE FACILITIES AND THE EXPENSES RELATED
THERETO; (VI) AS TO THE NATURE AND EXTENT OF THE REAL PROPERTY INTERESTS; (VII)
AS TO ANY ENVIRONMENTAL MATTERS RELATING TO THE ASSETS; (VIII) AS TO THE
COMPLIANCE OF THE ASSETS WITH APPLICABLE LAW; AND/OR (IX) THAT THE PIPELINE
FACILITIES, REAL PROPERTY INTERESTS, ASSIGNABLE PERMITS OR OTHER PERMITS,
PERSONAL PROPERTY, CONTRACT RIGHTS, INCIDENTAL RIGHTS AND U.S. CARVE-OUT WORK
CONSTITUTE ALL OF THE PROPERTY, EQUIPMENT, PERMITS, CONTRACT RIGHTS, LAND RIGHTS
AND/OR OTHER ASSETS, INTERESTS OR RIGHTS REQUIRED FOR THE OWNERSHIP AND
OPERATION OF THE ASSETS.
(b)
NO BUYER RELIANCE. BY REASON OF BUYER'S KNOWLEDGE AND EXPERIENCE IN THE
EVALUATION, ACQUISITION, AND OPERATION OF SIMILAR PROPERTIES, BUYER HAS
EVALUATED THE MERITS AND RISKS OF PURCHASING THE ASSETS AND HAS FORMED AN
OPINION BASED UPON BUYER'S KNOWLEDGE AND EXPERIENCE AND NOT UPON ANY
REPRESENTATIONS OR WARRANTIES (OTHER THAN
59
THOSE SET FORTH IN SECTION 11.1) BY SELLER WITH RESPECT TO THE ASSETS. BUYER
ACKNOWLEDGES THAT, PRIOR TO SIGNING THIS AGREEMENT AND IN LIGHT OF THE DATA AND
INFORMATION PROVIDED BY SELLER, BUYER WAS GIVEN ADEQUATE OPPORTUNITY, AND
CONDUCTED OR HAD CONDUCTED ON ITS BEHALF, AT ITS OWN RISK AND EXPENSE AND TO
BUYER'S SATISFACTION, ANY AND ALL EXAMINATIONS, REVIEWS, INSPECTIONS,
INVESTIGATIONS OR OTHER DUE DILIGENCE RELATING TO THE ACQUISITION OF THE ASSETS
DEEMED NECESSARY BY BUYER.
(c) RELEASE OF SELLER. EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 12.2 AND
12.5, BUYER HEREBY RELEASES SELLER AND ITS PARTNERS AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, AFFILIATES, AGENTS AND EMPLOYEES OF AND FROM ANY CLAIMS,
ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, LIABILITIES, OBLIGATIONS, DAMAGES,
COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR
UNKNOWN, FORESEEN OR UNFORESEEN, THAT BUYER NOW HAS OR THAT MAY ARISE IN THE
FUTURE ON ACCOUNT OF OR IN ANY WAY GROWING OUT OF OR IN CONNECTION WITH THE
OPERATING, STRUCTURAL, ENVIRONMENTAL, OR REGULATORY CONDITION OF THE ASSETS, OR
ANY ENVIRONMENTAL LAW OR APPLICABLE REGULATION PROMULGATED THEREUNDER, AND
WAIVES ANY RIGHT TO SEEK CONTRIBUTION OR OTHER RECOVERY FROM SELLER OR ITS
AFFILIATES UNDER ANY ENVIRONMENTAL LAW OR OTHERWISE WITH RESPECT TO SUCH
CONDITION, UNLESS AND TO THE EXTENT ANY OF THE FOREGOING DIRECTLY RELATES TO
(1) A BREACH OF A REPRESENTATION OR WARRANTY CONTAINED IN SECTION 11.1, AS
AMENDED OR SUPPLEMENTED IN ACCORDANCE WITH SECTION 11.3, OR (2) A RETAINED
LIABILITY, AS TO