on the Company or the Oil and Gas
Properties.
7.2
Scope of Representations of Seller.
Page 26
(A)
Information About the Oil and Gas Properties.
Except as expressly set forth in
this Agreement, Seller disclaims all liability and responsibility for any
representation, warranty, statements or communications (orally or in writing) to
Buyer regarding the Oil and Gas Properties, including any information contained
in any opinion, information or advice that may have been provided to Buyer by
any employee, officer, director, agent, consultant, engineer or engineering
firm, representative, partner, member, beneficiary, owner or contractor of
Seller wherever and however made, including those made in any data room or
internet site and any supplements or amendments thereto or during any
negotiations with respect to this Agreement or any confidentiality agreement
previously executed by the Parties with respect to the Asset.
EXCEPT AS SET
FORTH IN ARTICLE 7 OF THIS AGREEMENT, SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY,
COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO
BUYER IN CONNECTION WITH THE OIL AND GAS PROPERTIES; (ii) THE PRESENCE, QUALITY
AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE OIL AND GAS
PROPERTIES, INCLUDING WITHOUT LIMITATION SEISMIC DATA AND SELLER'S
INTERPRETATION AND OTHER ANALYSIS THEREOF; (iii) THE ABILITY OF THE OIL AND GAS
PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION
RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES; (iv) IMBALANCE OR PAYOUT
ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS; (v) THE PRESENT OR
FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED
FROM THE OIL AND GAS PROPERTIES; (vi) THE ENVIRONMENTAL CONDITION OF THE OIL AND
GAS PROPERTIES; (vii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT
OCCUR; (viii) THE TAX ATTRIBUTES OF ANY OIL AND GAS PROPERTY; (ix) ANY OTHER
MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO
BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE OIL AND GAS
PROPERTIES; AND, (x) THE COMPLETENESS OR ACCURACY OF THE INFORMATION CONTAINED
IN ANY EXHIBIT HERETO REGARDING THE OIL AND GAS PROPERTIES.
ANY DATA,
INFORMATION OR OTHER RECORDS FURNISHED BY SELLER REGARDING THE OIL AND GAS
PROPERTIES ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER'S RELIANCE ON OR USE
OF THE SAME IS AT BUYER'S SOLE RISK.
(B)
Independent Investigation.
Buyer agrees that it has, or by Closing will have,
made its own independent investigation, analysis and evaluation of the Oil and
Gas Properties and the transaction contemplated by this Agreement (including
Buyer's own estimate and appraisal of the extent and value of the Company's Oil
and Gas reserves attributable to the Oil and Gas Properties and an independent
assessment and appraisal of the environmental risks and liabilities associated
with the acquisition of the Oil and Gas Properties).
Buyer agrees that it has
had, or will have prior to Closing, access to all information necessary to
perform its investigation and has not relied and will not rely on any