the date hereof or which may become due by virtue of
matters occurring or arising prior to the date hereof other than normal
operating expenses and obligations to Jonah Bank;
(h)
to the knowledge of Seller, (i) no Third Party holds any
preferential rights to purchase with respect to the Assets, and (ii) other than
as disclosed in section 4.1(e), no Third Party consent is required in order for
the Seller to convey its right, title, estate and interest in the Assets to
Purchaser, although by way of affirmative disclosure, the Purchasers have
certain preferential rights and the Assets are subject to a security interest in
favor of Jonah Bank; and
(i)
to the knowledge of the Seller there is no litigation existing,
pending or, to the knowledge of the Seller, threatened which adversely affects
or challenges the legality, validity or enforceability of the Purchase and Sale
Agreement or the execution, delivery or performance of any documents
contemplated thereby
4.2
Disclaimers and Acknowledgments.
THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN SECTION
4.1 ABOVE (OR IN ANY CONVEYANCE EXECUTED PURSUANT TO THIS AGREEMENT) ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH
OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING, THE
ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY REPRESENTATION, WARRANTY OR
COVENANT OF TITLE OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED OR STATUTORY,
EXCEPT THAT SELLER GRANTS A SPECIAL WARRANTY OF TITLE BY, THROUGH, AND UNDER
SELLER, BUT NOT OTHERWISE. THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND
ACCEPTED BY THE PURCHASERS IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OF
REPAIR, AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR
COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY,
AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
IT IS UNDERSTOOD AND AGREED THAT PURCHASERS SHALL ACCEPT ALL OF THE SAME IN
THEIR "AS IS, WHERE IS" CONDITION AND STATE
12
OF REPAIR AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE
PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM) AND/OR ANY
ENVIRONMENTAL CONDITION. IN ADDITION, SELLER MAKES NO REPRESENTATION, COVENANT
OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR COMPLETENESS
OF ANY DATA DELIVERED TO PURCHASERS WITH RESPECT TO THE INTERESTS, OR CONCERNING
THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE
INTERESTS, OR THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE
PRICES WHICH PURCHASERS IS OR WILL BE ENTITLED TO RECEIVE FOR ANY SUCH
HYDROCARBONS.
4.3
Representations and Warranties of The Purchasers.
Subject to the disclosures on Schedule "G," the Purchasers, each as to
itself, makes the following representations and warranties to the Seller:
(a)
Each Purchaser is a limited liability company duly organized and
validly existing under the laws of the jurisdiction of the state under which