CONVEYS BUYER'S PROPERTIES AS-IS, WHERE-IS AND WITH ALL FAULTS
AND EXPRESSLY DISCLAIM AND NEGATE ANY IMPLIED OR EXPRESS WARRANTY OF
(A) MERCHANTABILITY, (B) FITNESS FOR A PARTICULAR PURPOSE, (C) CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS AND (D) FREEDOM FROM REDHIBITORY VICES OR
DEFECTS. BUYER ALSO EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS
WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY
OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES
OR THE VALUE OF THE BUYER'S PROPERTIES BASED THEREON OR THE CONDITION OR STATE
OF REPAIR OF ANY OF THE PROPERTIES; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO
EXTENDS TO THE EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES
BUYER AND SELLERS ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF
HYDROCARBONS FROM THE BUYER'S PROPERTIES, IT BEING UNDERSTOOD THAT ALL RESERVE,
PRICE AND VALUE ESTIMATES UPON WHICH SELLERS HAVE RELIED OR ARE RELYING HAVE
BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF SELLERS. SELLERS HEREBY WAIVE 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
SELLERS IN CONNECTION WITH THE BUYER'S 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 BUYER'S PROPERTIES, OR ANY OTHER MATTERS CONTAINED IN ANY OTHER
MATERIAL FURNISHED OR
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MADE AVAILABLE TO SELLERS BY BUYER OR BY BUYER'S AGENTS OR REPRESENTATIVES). ANY
AND ALL SUCH INFORMATION, REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA
NOW, HERETOFORE OR HEREAFTER FURNISHED BY BUYER IS PROVIDED AS A CONVENIENCE
ONLY AND ANY RELIANCE ON OR USE OF SAME IS AT SELLERS' SOLE RISK. WITH RESPECT
TO THE EASEMENTS, BUYER EXPRESSLY DISCLAIMS, AND SELLERS HEREBY WAIVE (BUT
WITHOUT PREJUDICE TO SELLERS' RIGHTS TO ENFORCE BUYER'S SPECIAL WARRANTY OF
TITLE WITH RESPECT THERETO TO BE CONTAINED IN BUYER'S ASSIGNMENT), ANY
WARRANTIES AND REPRESENTATIONS THAT BUYER OWNS THE EASEMENTS; AND EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 6.12, BUYER DISCLAIMS ALL WARRANTIES OR
REPRESENTATIONS THAT SUCH BUYER'S EASEMENTS ARE IN FORCE AND EFFECT; THAT THEY
MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES LIE WITHIN THE
BUYER'S EASEMENTS, OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR,
REPLACE, OPERATE, CONSTRUCT, OR REMOVE ANY PIPELINES. If necessary, Sellers
shall secure its own rights and permits to operate and maintain any pipelines or
Buyer's Facilities comprising a portion of Buyer's 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 Buyer's surface leases,
easements, rights-of-way, permits, or other agreements with respect to the
pipelines or facilities and are not secured prior to Closing, Sellers shall
secure any necessary consents