these hedging contracts, if for some reason
they are not
assignable,
Seller
agrees that it will
cooperate
with Buyer in
attempting to cause the economic
consequences of all of these hedging contracts
to pass
through
Seller to Buyer.
Further,
if this goal of allowing
Buyer to
receive the economic
consequences of all of these hedging
contracts
cannot be
accomplished,
then the parties agree that the Purchase Price will be reduced by
the portion of the Allocated Value for the hedging contracts attributable to the
hedging contracts for which Buyer will not receive the economic consequences.
5.11 Plugging and Abandonment.
Upon Closing, Buyer shall assume all of
Seller's plugging,
replugging,
abandonment,
removal, disposal and restoration
obligations associated with the Wells acquired hereunder. Such obligations being
assumed shall include,
but not be limited to, all necessary and proper plugging
and
abandonment
and/or
removal
and
disposal
of all of the
Wells,
whether
pre-existing
or drilled by Seller,
and all structures,
personal
property and
equipment
located on or
associated
with the Leases,
the necessary and proper
capping and burying of all associated
flowlines,
and any necessary disposal of
naturally occurring radioactive material (NORM) or asbestos except those matters
which are
asserted as
Environmental
Defects
and which
remain
uncured.
All
plugging, replugging,
abandonment, removal, disposal and restoration operations
shall be in compliance with applicable laws, rules and regulations and conducted
in a good and workmanlike manner.
5.12
Disclaimer
of
Warranties.
THE
EXPRESS
REPRESENTATIONS
AND
WARRANTIES OF SELLER
CONTAINED IN THIS
AGREEMENT
(OR IN THE
ASSIGNMENT TO BE
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,
EXCEPT THAT SELLER WARRANTS TITLE TO THE INTERESTS BY, THROUGH, AND
UNDER
SELLER,
BUT NOT
OTHERWISE.
WITHOUT
LIMITATION OF THE
FOREGOING,
AND
SUBJECT TO THE
PROVISIONS OF THIS
AGREEMENT,
THE INTERESTS
SHALL BE CONVEYED
PURSUANT
HERETO
WITHOUT
ANY
WARRANTY
OR
REPRESENTATION,
WHETHER
EXPRESS,
IMPLIED,
STATUTORY, OR OTHERWISE RELATING TO THE CONDITION,
QUANTITY, QUALITY,
FITNESS
FOR A
PARTICULAR
PURPOSE,
CONFORMITY
TO THE
MODELS OR
SAMPLES
OF
MATERIALS,
OR
MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE,
AND
WITHOUT
ANY
OTHER
EXPRESS,
IMPLIED,
STATUTORY,
OR OTHER
WARRANTY
OR
REPRESENTATION
WHATSOEVER.
BUYER
SHALL HAVE
INSPECTED,
OR WAIVED
(AND UPON
CLOSING
SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT THE
INTERESTS FOR
ALL
PURPOSES
AND
SATISFIED
ITSELF
AS TO THEIR
PHYSICAL
AND
ENVIRONMENTAL
CONDITION,
BOTH
SURFACE
AND
SUBSURFACE,
INCLUDING,
BUT
NOT
LIMITED
TO,
CONDITIONS
SPECIFICALLY
RELATED
TO THE
PRESENCE,
RELEASE,
OR
DISPOSAL
OF
HAZARDOUS
SUBSTANCES,
SOLID
WASTES,
ASBESTOS
OR
OTHER
MANMADE
FIBERS
OR
NATURALLY
OCCURRING
RADIOACTIVE
MATERIALS
("NORM")
IN,
ON,
OR
UNDER
THE
INTERESTS. BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS, AND
BUYER SHALL, EXCEPT AS PROVIDED OTHERWISE HEREIN, ACCEPT ALL OF THE SAME "AS IS,
WHERE IS".
WITHOUT
LIMITATION
OF THE
FOREGOING,
AND
SUBJECT TO THE EXPRESS
PROVISIONS
OF THIS
AGREEMENT,
SELLER
MAKES NO
WARRANTY
OR
REPRESENTATION,