SECTION 5.1
DISCLAIMERS.
(A)
EXCEPT AS SET FORTH IN ARTICLES 3 AND 5 OF THIS AGREEMENT, THE
CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 9.2(C) OR IN THE
ASSIGNMENT AND BILL OF SALE TO BE DELIVERED BY SELLER TO PURCHASER HEREUNDER,
(I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE AND (II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND
RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE
OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES,
EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT
LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN
PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, ATTORNEY,
CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF SELLER'S AFFILIATES).
(B)
EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3 OR THIS
ARTICLE 5, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE CONTENTS, CHARACTER OR
NATURE OF ANY DESCRIPTIVE MEMORANDUM, DOCUMENTS, REPORTS OF ANY PETROLEUM
ENGINEERING CONSULTANT OR ANY GEOLOGICAL, GEOPHYSICAL OR SEISMIC DATA OR
INTERPRETATION RELATING TO THE
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ASSETS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS OR
PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF
THE ASSETS OR FUTURE REVENUES THAT MAY BE ATTRIBUTABLE TO THE ASSETS, (V) THE
PRODUCTION OF HYDROCARBONS OR PETROLEUM SUBSTANCES FROM THE ASSETS, (VI) THE
MAINTENANCE, STATE OR REPAIR OR LACK THEREOF, PHYSICAL CONDITION, QUALITY,
SUITABILITY FOR ANY PURPOSE, DESIGN OR MARKETABILITY OF THE ASSETS, (VII) THE
CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES,
CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (VIII) THE ACCURACY AND/OR THE
COMPLETENESS OF ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE
AVAILABLE OR COMMUNICATED TO PURCHASER, ITS AFFILIATES OR ITS EMPLOYEES, AGENTS,
CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THIS AGREEMENT OR
ANY DISCUSSION OR PRESENTATION RELATING THERETO, (IX) ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS
OF ANY EQUIPMENT OR (X) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT
OR TRADEMARK INFRINGEMENT.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES
HERETO THAT PURCHASER SHALL BE DEEMED TO BE PURCHASING THE EQUIPMENT AND
PERSONAL PROPERTY IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS"
AND "WHERE IS," WITH ALL FAULTS.
(C)
ANY REPRESENTATION "TO THE KNOWLEDGE OF SELLER" OR "TO SELLER'S
KNOWLEDGE" IS LIMITED TO MATTERS WITHIN THE ACTUAL KNOWLEDGE OF THE OFFICERS OR
MANAGEMENT EMPLOYEES, INCLUDING, WITHOUT LIMITATION THOSE WITH TITLES OF
"MANAGER", "VICE PRESIDENT" AND "PRESIDENT," OF SELLER. ACTUAL KNOWLEDGE
INCLUDES INFORMATION ACTUALLY PERSONALLY KNOWN OR INFORMATION WHICH SHOULD HAVE
BEEN ASCERTAINED HAD A REASONABLE INQUIRY OR INVESTIGATION BEEN UNDERTAKEN.
THE
STANDARD OF REASONABLENESS IS THAT WHICH WOULD BE EXERCISED BY A REASONABLY
PRUDENT PERSON WHO HAS BEEN ADVISED THAT THE PERSON IS EXPECTED TO