ITS DIRECTORS, OFFICERS, EMPLOYEES,
STOCKHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES, ACKNOWLEDGE AND AGREE THAT
BUYER HAS MADE ITS OWN INVESTIGATION OF SELLER, CONE GATHERING, AND ITS
SUBSIDIARIES AND THAT, WITHOUT LIMITING FRAUD CLAIMS, NEITHER SELLER NOR ANY OF
ITS AFFILIATES, AGENTS OR REPRESENTATIVES IS MAKING, AND BUYER IS NOT RELYING
UPON, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND
THOSE EXPRESSLY GIVEN IN Article II, INCLUDING ANY IMPLIED WARRANTY OR
REPRESENTATION AS TO CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR TRADE AS TO ANY OF THE ASSETS OF CONE GATHERING OR ANY OF
ITS SUBSIDIARIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND WITHOUT
LIMITING FRAUD CLAIMS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR
OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER
MATERIALS OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE
PROVIDED TO BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT
AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLER, AND NO
REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF
THE FOREGOING EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER UNDERSTANDS AND AGREES
THAT ANY INVENTORY, EQUIPMENT, ASSETS, PROPERTIES AND BUSINESS OF CONE
GATHERING, AND ANY OF ITS SUBSIDIARIES ARE FURNISHED "AS IS", "WHERE IS" AND
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN Article II, WITH ALL
FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY NATURE
WHATSOEVER.
Section 7.4 Tax Treatment of Indemnity Payments. Each Party, to the extent
permitted by applicable Law, agrees to treat any payments made pursuant to this
Article VII as adjustments to the Purchase Price for all federal and state
income and franchise Tax purposes.
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ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Successors And Assigns; Third-Party Beneficiaries. This Agreement
shall inure to the benefit of, and be binding upon, the Parties and their
respective successors and permitted assigns; provided, however, that no Party
shall assign or delegate any of its rights or obligations created under this
Agreement without the prior written consent of the other Party. Notwithstanding
the foregoing, nothing in this Agreement shall prevent Buyer from assigning its
rights hereunder (including the right to purchase the CONE Interests) to an
Affiliate of Buyer; provided, that any such assignment shall not relieve Buyer
of any liability in connection with this Agreement. Except with respect to the
Buyer Indemnitees and Seller Indemnitees with respect to Article VII, nothing in
this Agreement shall confer upon any Person not a party to this Agreement, or
the Representatives of such Person, any rights or remedies of any nature or kind
whatsoever under or by reason of this Agreement.
Section 8.2 Fees and Expenses. Except as otherwise expressly provided in this
Agreement, all legal, accounting, financial advisory and other fees, costs and
expenses of a Party incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the