THIS WAIVER SHALL NOT APPLY TO THE EXTENT SUCH EXEMPLARY,
PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOST
PROFITS ARE ASSERTED BY A THIRD PARTY AGAINST AN INDEMNIFIED PARTY.
IN CONNECTION WITH GRANTING PHYSICAL ACCESS TO THE ASSETS PURSUANT TO
SECTION 4.02, EACH BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES,
RELEASES AND AGREES TO INDEMNIFY SELLER, ITS AFFILIATES, AND ITS AND THEIR
RESPECTIVE DIRECTORS, OWNERS, MEMBERS, PARTNERS, OFFICERS, SHAREHOLDERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES AGAINST ALL CLAIMS ARISING AS A RESULT OF
ANY ACTIVITIES OF SUCH BUYER OR SUCH BUYER'S REPRESENTATIVES OR AFFILIATES IN
CONDUCTING ANY INSPECTION OF THE ASSETS, WHETHER OR NOT SUCH CLAIMS, INJURIES OR
DAMAGES ARISE IN WHOLE OR IN PART OF OUT SELLER'S NEGLIGENCE, EXCEPT FOR
INJURIES OR DAMAGES CAUSED BY SELLER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THIS WAIVER, RELEASE AND INDEMNITY BY SUCH BUYER SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO CONTRARY, NO CAPROCK EXCLUDED ENTITY, NOR ANY
AFFILIATE THEREOF (OTHER THAN CAPROCK MIDSTREAM HOLDINGS OR ANY OF ITS DIRECT OR
INDIRECT SUBSIDIARIES), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR ADVISORS, SHALL HAVE (AND SELLER WAIVES ANY CLAIMS AGAINST
ANY SUCH PERSONS WITH RESPECT TO) ANY LIABILITY (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY OBLIGATIONS OR LIABILITIES OF BUYERS OR ANY OF THEIR
RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ADVISORS AND OTHER REPRESENTATIVES ARISING UNDER OR RELATING TO THIS
AGREEMENT, THE DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
10.05Disclaimers; Sale "As Is" "Where Is".
(a)Buyers acknowledge that, except as expressly set forth herein and in the
Conveyances, (i) SELLER HAS NOT MADE, AND THE CONVEYANCES SHALL NOT BE DEEMED TO
HAVE MADE, AND (ii) SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING
(A) ANY IMPLIED OR EXPRESS REPRESENTATION OR WARRANTY AS TO THE CONDITION,
MERCHANTABILITY, USAGE, NON-INFRINGEMENT, FREEDOM FROM HIDDEN DEFECTS OR OTHER
DEFECTS, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (B) ANY
REPRESENTATION OR WARRANTY AS TO (1) CONTRACTUAL, ECONOMIC OR FINANCIAL
INFORMATION ASSOCIATED WITH THE ASSETS OR THE ASSUMED LIABILITIES, (2) ANY
PROJECTIONS, FORECASTS, BUSINESS PLANS OR BUDGET INFORMATION, (3) THE CONTINUED
FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS, (4) THE ENVIRONMENTAL OR
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PHYSICAL CONDITION OF THE ASSETS, OR (5) TITLE TO THE ASSETS AND (C) ANY AND ALL
IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW IN EFFECT NOW OR IN THE FUTURE,
IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE ASSETS SHALL BE CONVEYED
TO BUYERS AS IS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.
(b)EACH BUYER REPRESENTS TO SELLER THAT SUCH BUYER HAS MADE OR CAUSED TO BE MADE
SUCH INSPECTIONS WITH RESPECT TO THE ASSETS AS SUCH BUYER DEEMS APPROPRIATE AND
SUCH BUYER WILL ACCEPT THE ASSETS AS IS, WHERE IS, IN THEIR PRESENT CONDITION
AND STATE OF REPAIR.
SUBJECT TO CLAIMS ARISING OUT OF FRAUD, SUCH BUYER'S
REMEDIES FOR ANY BREACH BY SELLER OF