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 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,
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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.
16.9. Limitations of Buyer's Warranties. Notwithstanding anything in this
Agreement to the contrary, Buyer's Properties are being sold by Buyer to Sellers
without recourse, covenant, or warranty of any kind, express, implied, or
statutory, except (i) to the extent of Buyer's Retained Liabilities and
(ii) that Buyer will warrant title to the Net Revenue Interests and Working
Interests in Buyer's Properties as set forth in Exhibit B, subject to the
Permitted Encumbrances, against every person whomsoever lawfully claiming or to
claim the same or any part thereof by, through, or under Buyer, but not
otherwise. WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING
SENTENCE, BUYER