17 only. Any and all Claims for the breach of any representation,
warranty or covenant contained herein, or for any other Claims arising in
connection with or with respect to the transactions contemplated by this
Agreement, shall be subject to the provisions set forth in this Section 17.
Except for the rights and remedies expressly stated in this Agreement (including
the indemnification provisions of this Section 17), if the Closing occurs, each
Party shall be deemed to have disclaimed, waived and released any and all rights
and remedies, at law or in equity, against the other Party for any Claims
arising in connection with or related to this Agreement, and the transactions
contemplated hereby, including any right of contribution under any and all
applicable Law.
-33-
18.
Disclaimers.
(a)
EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 4 ABOVE, AND SELLER'S SPECIAL WARRANTY OF TITLE IN THE
ASSIGNMENTS, THE PROPERTIES ARE BEING CONVEYED BY SELLER TO BUYER WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE,
AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY WARRANTY OF
MERCHANTABILITY, CONDITION, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE, AND
BUYER ACCEPTS THE PROPERTIES "AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT
RECOURSE." ALL DESCRIPTIONS OF THE PROPERTIES HERETOFORE OR HEREAFTER FURNISHED
TO BUYER BY SELLER GROUP HAVE BEEN AND SHALL BE FURNISHED SOLELY FOR BUYER'S
CONVENIENCE, AND HAVE NOT CONSTITUTED AND SHALL NOT CONSTITUTE A REPRESENTATION
OR WARRANTY OF ANY KIND BY SELLER GROUP. SELLER GROUP SHALL HAVE NO LIABILITY TO
BUYER FOR ANY CLAIMS CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY, INDIRECTLY,
INCIDENTALLY OR CONSEQUENTIALLY, BY SUCH DESCRIPTIONS OF THE PROPERTIES, BY ANY
INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR IN
ANY WAY ARISING OUT OF BUYER'S PURCHASE THEREOF, EXCEPT AS SET FORTH IN THIS
AGREEMENT AND THE ASSIGNMENTS. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO
THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS
AGREEMENT ARE "CONSPICUOUS" FOR THE PURPOSES OF ALL APPLICABLE LAW.
(b)
EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ANY AND
ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE,
RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE
EXISTENCE OR EXTENT OF RESERVES, THE VALUE OF THE PROPERTIES BASED THEREON, OR
THE CONDITION OR STATE OF REPAIR OF THE PROPERTIES. THIS DISCLAIMER EXTENDS TO
ANY REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER AND/OR SELLER ARE OR WILL
BE ENTITLED TO RECEIVE FROM THE PRODUCTION FROM THE PROPERTIES, IT BEING
ACKNOWLEDGED AND AGREED THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH
BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF
BUYER. ALSO, BUYER ACKNOWLEDGES AND AGREES THAT RESERVE REPORTS ARE ESTIMATES
ONLY OF PROJECTED FUTURE OIL AND/OR GAS VOLUMES, FUTURE FINDING COSTS AND FUTURE
OIL AND/OR GAS SALES PRICES, ALL OF WHICH FACTORS ARE INHERENTLY IMPOSSIBLE TO
PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND INFORMATION.
(c)