for the oil, gas and other non-surface
minerals reserved hereunder, any such use being expressly waived by Seller for
all purposes and for all times.
The aforementioned General Warranty Deed shall
include a provision reserving from the sale all right, title and interest of
Seller in and to the oil, gas and other non-surface minerals under the Property;
provided, neither Seller nor Seller's heirs, successors, lessees, assigns or
grantees, shall ever use any portion of the surface of the Property for the
development of or exploration for the oil, gas and other non-surface minerals
reserved hereunder, any such use being expressly waived by Seller for all
purposes and for all times.
1
Section 1.02.
Disclaimer and Indemnity. THE PROPERTY SHALL BE CONVEYED AND
TRANSFERRED TO PURCHASER "AS IS, WHERE IS AND WITH ALL FAULTS".
EXCEPT FOR THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN ARTICLE V OF
THIS AGREEMENT, SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS, EXPRESS OR
IMPLIED, AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN,
QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, PERATION, COMPLIANCE
WITH SPECIFICATIONS, ABSENCE OR LATENT DEFECTS OR COMPLIANCE WITH LAWS AND
REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND
THE ENVIRONMENT) OR ANY OTHER MATTER AFFECTING THE PROPERTY AND SELLER SHALL BE
UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER
WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY.
FURTHER,
PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER'S
REPRESENTATIVES FROM AND AGAINST ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF
THE CONDITION OF THE PROPERTY BROUGHT BY ANY OF PURCHASER'S SUCCESSORS OR
ASSIGNS, OR ANY THIRD PARTY, AGAINST SELLER OR SELLER'S
REPRESENTATIVES.
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER IN RESPECT OF
THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES.
SELLER HAS NOT MADE AN
INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO
THE ASSURACY OR COMPLETENESS THEREOF. PURCHASER HEREBY ASSUMES ALL RISK AND
LIABILITY RESULTING FROM THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE,
REPAIR OR OPERATION OF THE PROPERTY, WHICH PURCHASER WILL INSPECT AND ACCEPT "AS
IS".
IN THIS REGARD, PURCHASER ACKNOWLEDGES THAT (a) PURCHASER HAS NOT ENTERED
INTO THIS AGREEMENT IN RELIANCE UPON ANY INFORMATION GIVEN TO PURCHAWSER PRIOR
TO THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, PROMOTIONAL
MATERIALS OR FINANCIAL DATA , (b) PURCHASER WILL MAKE ITS DECISION TO PURCHASE
THE PROPERTY BASED UPON PURCHASER'S OWN DUE DILIGENCE AND INVESTIGATIONS, (c)
PURCHASER HAS SUCH KNOWLEDGE AND EXPERIENCE IN REAL ESTATE INVESTIGATION TO
EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS PROVIDED IN THIS AGREEMENT,
AND (d) PURCHASER IS FINANCIALLY ABLE TO BEAR THE ECONOMIC RISK OF THE LOSS OF
SUCH INVESTMENT AND THE COST OF THE DUE DILIGENCE AND INVESTIGATIONS UNDER THIS
AGREEMENT.
IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN
ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND
PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
Disclaimers similar to the