THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH BUYER
HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF
BUYER. BUYER HEREBY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
WITH RESPECT TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF THE INFORMATION,
REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH
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THE PROPERTIES OR THIS AGREEMENT (INCLUDING ANY DESCRIPTION OF THE PROPERTIES,
WORKING INTERESTS OR NET REVENUE INTERESTS, QUALITY OR QUANTITY OF HYDROCARBON
RESERVES (IF ANY), PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES,
PRICING ASSUMPTIONS, ABILITY OR POTENTIAL FOR PRODUCTION OF HYDROCARBONS FROM
THE LEASES, ENVIRONMENTAL CONDITION OF THE PROPERTIES, OR ANY OTHER MATTERS
CONTAINED IN ANY OTHER MATERIAL FURNISHED OR MADE AVAILABLE TO BUYER BY SELLERS
OR BY SELLERS' AGENTS OR REPRESENTATIVES). ANY AND ALL SUCH INFORMATION,
REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE OR HEREAFTER
FURNISHED BY SELLERS IS PROVIDED AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR
USE OF SAME IS AT BUYER'S SOLE RISK. WITH RESPECT TO THE EASEMENTS, SELLERS
EXPRESSLY DISCLAIM, AND BUYER HEREBY WAIVES (BUT WITHOUT PREJUDICE TO BUYER'S
RIGHTS TO ENFORCE SELLERS' SPECIAL WARRANTY OF TITLE WITH RESPECT THERETO TO BE
CONTAINED IN THE ASSIGNMENT), ANY WARRANTIES AND REPRESENTATIONS THAT SELLERS
OWN THE EASEMENTS; AND EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.5, SELLERS
DISCLAIM ALL WARRANTIES OR REPRESENTATIONS THAT SUCH EASEMENTS ARE IN FORCE AND
EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES
LIE WITHIN THE EASEMENTS, OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR,
REPLACE, OPERATE, CONSTRUCT, OR REMOVE ANY PIPELINES. If necessary, Buyer shall
secure its own rights and permits to operate and maintain any pipelines or
Facilities comprising a portion of the Properties on the land of others at its
own expense. If any consents or approvals of third parties, including any
governmental body, are required to assign the surface leases, easements,
rights-of-way, permits, or other agreements with respect to the pipelines or
facilities and are not secured prior to Closing, Buyer shall secure any
necessary consents to assign and approvals at its own expense; provided,
however, that Sellers shall provide such assistance to Buyer to secure the
consents and approvals as may reasonably be required. THERE ARE NO WARRANTIES
THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THIS
WAIVER IS CONSPICUOUS.
16.6. Gas Balancing. The Parties recognize that as of the Effective Time there
are over and under imbalances with respect to gas production or processing
attributable to the Properties and hereby agree that the Properties acquired by
Buyer at Closing will be conveyed at Closing specifically subject to such
imbalances, with Buyer bearing and assuming all obligations with respect to any
overproduction account or liability associated with the Properties and receiving
the benefit of and being credited with any unproduction account or credit
existing as of the Effective Time with respect to the Properties. The Parties
agree that such overproduction accounts