from the purchase and sale under this
Agreement.
Any
Required
Consent
waived by Buyer
shall be deemed a
Permitted Encumbrance.
16.
Confidentiality.
All Records,
and all other confidential data provided to
Buyer,
whether before or after the date of this
Agreement,
and all title
matters
and
environmental
reports
prepared
by
Buyer
or
Buyer's
representatives
relating
to the
Interests,
shall be treated by Buyer as
strictly
confidential,
and shall not be disclosed to any person,
firm or
corporation
without the prior written consent of Seller. In the event this
purchase and sale does not close,
this covenant shall survive
termination
of this Agreement and Buyer shall promptly return all copies of the Records
23
in its
possession;
and in the event the sale closes,
this covenant shall
terminate at Closing.
17.
DISCLAIMERS.
THE INSTRUMENTS OF CONVEYANCE
EXECUTED PURSUANT HERETO SHALL
BE EXECUTED
WITHOUT ANY
REPRESENTATION,
WARRANTY OR COVENANT OF TITLE OF
ANY
KIND OR
NATURE,
EITHER
EXPRESS,
IMPLIED
OR
STATUTORY;
PROVIDED,
HOWEVER,
SELLER SHALL
SPECIALLY
WARRANT AND AGREE TO DEFEND THE TITLE TO
THE
INTERESTS
AGAINST
THE LAWFUL
CLAIMS AND
DEMANDS OF ALL
PERSONS OR
ENTITIES CLAIMING THE SAME OR ANY PART THEREOF BY, THROUGH OR UNDER SELLER,
BUT NOT
OTHERWISE.
THE INTERESTS
ARE BEING
CONVEYED AND ASSIGNED TO AND
ACCEPTED BY BUYER IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR,
AND WITH ALL
FAULTS
AND
DEFECTS,
AND
EXCEPT AS
SPECIFICALLY
PROVIDED
HEREIN,
WITHOUT
ANY
REPRESENTATION,
WARRANTY OR COVENANT OF ANY KIND OR
NATURE,
EXPRESS,
IMPLIED OR
STATUTORY,
INCLUDING,
BUT NOT
LIMITED TO,
WARRANTIES OF
MARKETABILITY,
QUALITY,
CONDITION,
CONFORMITY TO SAMPLES,
MERCHANTABILITY,
AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. THE INTERESTS HAVE BEEN
USED
FOR OIL
AND
GAS
DRILLING,
PRODUCTION,
PIPELINE,
TRANSPORTATION,
STORAGE AND RELATED
OPERATIONS.
PHYSICAL
CHANGES IN THE INTERESTS AND IN
THE LANDS BURDENED
THEREBY MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE
INTERESTS
MAY ALSO
INCLUDE
BURIED
PIPELINES
AND OTHER
EQUIPMENT,
THE
LOCATIONS
OF WHICH
MAY NOT BE KNOWN BY SELLER OR
READILY
APPARENT
BY A
PHYSICAL
INSPECTION OF THE
INTERESTS.
IT IS
UNDERSTOOD
AND AGREED THAT
BUYER
SHALL HAVE
INSPECTED
PRIOR TO CLOSING
(OR SHALL BE DEEMED TO HAVE
WAIVED ITS RIGHT TO INSPECT) THE LEASES,
THE EQUIPMENT AND THE
ASSOCIATED
PREMISES
AND
SATISFIED
ITSELF
AS TO THEIR
PHYSICAL
AND
ENVIRONMENTAL
24
CONDITION,
BOTH
SURFACE
AND
SUBSURFACE,
AND
THAT
BUYER,
EXCEPT
AS
SPECIFICALLY PROVIDED HEREIN, SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS,
WHERE IS" CONDITION
AND STATE OF REPAIR,
AND WITH ALL FAULTS AND DEFECTS,
INCLUDING,
BUT
NOT
LIMITED
TO,
THE
PRESENCE
OF
NATURALLY
OCCURRING
RADIOACTIVE
MATERIAL
(NORM)
AND
MAN-MADE
MATERIAL
FIBERS
(MMMF).
IN
ADDITION,
SELLER MAKES NO REPRESENTATION,
COVENANT OR WARRANTY,
EXPRESS,
IMPLIED OR
STATUTORY,
AS TO THE ACCURACY OR
COMPLETENESS
OF ANY DATA OR
RECORDS DELIVERED TO BUYER WITH RESPECT TO THE INTERESTS, OR CONCERNING THE
QUALITY OR QUANTITY OF HYDROCARBON
RESERVES,
IF ANY,
ATTRIBUTABLE TO THE
INTERESTS, OR THE ABILITY OF THE INTERESTS