Common use of BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS Clause in Contracts

BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS. (A) Buyer acknowledges each of the disclaimers set forth in Section 9.1, and acknowledges and affirms that, except for the express representations made in Article 7 of this Agreement, it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement and Buyer waives all rights and remedies which but for this Section 9 would or might have been available to it in respect of such representation, warranty, collateral contract, statement, assurance, opinion or information. (B) Buyer acknowledges that it has had an opportunity to inspect and review the Assets, including the information in the Data Room, and the items concerning the Assets disclosed in Schedule 9 - Disclosures. Buyer acknowledges and affirms that prior to the Closing it will have made its own investigation, analysis and evaluation of the Assets, the Claims, liabilities and obligations to be assumed by Buyer under this Agreement, and the operations, business and prospects relating to the Assets and such liabilities and obligations. (C) Buyer acknowledges and agrees that all the Assets will be acquired in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement. (D) Buyer further acknowledges each of the following: (1) That the Assets have been used for Product storage and during such use, inadvertent and unintentional damage or spillage of lubricants, fuels, solvents and other petroleum products or hydrocarbons may have occurred. (2) That Buyer is receiving from Seller only whatever right or interests that Seller or Seller's Affiliate has in the Assets, including only the interest that Seller has in the Right of Way Interests, and that Seller has not represented or warranted that it has an interest in the entirety of the real property (including easements) underlying the Assets. (3) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown or abandoned equipment, landfills, flowlines, pipelines and sumps, which may or may not have been revealed by Buyer's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. (4) That the agreements listed in Schedule 2 - Description of Right of Way Interests may require consent of the landowner or grantor to assignment. (5) Seller has provided Buyer with access to the Data Room containing, among other things, certain financial information of Seller, and Seller has provided Buyer with other financial information as more particularly described on Schedule 9 - Disclosures. The financial information contains certain selected volumes, revenues, operating expenses, and capital investment information which are based on Seller's internal management information and internal profit reporting system (collectively, the “Financial Information”). This Financial Information was extracted from several of Seller's financial and operating systems for the purposes of management information and control and is not audited and may not be constructed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in all circumstances. While the costs presented represent an estimate of what Seller believes can be attributed to its operations of the Assets, Buyer understands that certain allocations and prorations of costs, and certain corporate support service allocations and general and administrative costs, have been included in the Financial Information for analytical purposes. (E) Buyer agrees to assume full responsibility for compliance with all obligations attributable, in any way, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees to indemnify and defend, the Seller Parties for same, including defense, indemnification and hold harmless for any Claims under all Environmental Laws, as defined in this Agreement or otherwise asserted. (F) Buyer agrees to indemnify and defend Seller and its Affiliates from any liabilities in relation to Claims made by Buyer or any Buyer Parties in relation to the matters described in this Section 9.2.

BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS. (A) Buyer acknowledges each of the disclaimers set forth in Section 9.1, and acknowledges and affirms that, except for the express representations made in Article 7 of this Agreement, it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement and Buyer waives all rights and remedies which but for this Section 9 would or might have been available to it in respect of such representation, warranty, collateral contract, statement, assurance, opinion or information. (B) Buyer acknowledges that it has had an opportunity to inspect and review the Assets, including the information in the Data Room, and the items concerning the Assets disclosed in Schedule 9 - Disclosures. Buyer acknowledges and affirms that prior to the Closing it will have made its own investigation, analysis and evaluation of the Assets, the Claims, liabilities and obligations to be assumed by Buyer under this Agreement, and the operations, business and prospects relating to the Assets and such liabilities and obligations. (C) Buyer acknowledges and agrees that all the Assets will be acquired in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement. (D) Buyer further acknowledges each of the following: (1) That the Assets have been used for Product storage pipeline transportation and other related transportation operations for and during such use, inadvertent and unintentional damage or spillage of lubricants, fuels, solvents and other petroleum products or hydrocarbons may have occurred. (2) That Buyer is receiving from Seller only whatever right or interests that Seller or Seller's Affiliate has in the Assets, including only the interest that Seller has in the Right of Way Interests, and that Seller has not represented or warranted that it has an interest in the entirety of the real property (including easements) underlying the Assets. (3) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown or abandoned equipment, landfills, flowlines, pipelines and sumps, which may or may not have been revealed by Buyer's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. (4) That the agreements listed in Schedule 2 - Description of Right of Way Interests may require consent of the landowner or grantor to assignment. (5) Seller has provided Buyer with access to the Data Room containing, among other things, certain financial information of Seller, and Seller has provided Buyer with other financial information as more particularly described on Schedule 9 - Disclosures. The financial information contains certain selected volumes, revenues, operating expenses, and capital investment information which are based on Seller's internal management information and internal profit reporting system (collectively, the “Financial Information”). This Financial Information was extracted from several of Seller's financial and operating systems for the purposes of management information and control and is not audited and may not be constructed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in all circumstances. While the costs presented represent an estimate of what Seller believes can be attributed to its operations of the Assets, Buyer understands that certain allocations and prorations of costs, and certain corporate support service allocations and general and administrative costs, have been included in the Financial Information for analytical purposes. (E) Buyer agrees to assume full responsibility for compliance with all obligations attributable, in any way, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees to indemnify and defend, the Seller Parties for same, including defense, indemnification and hold harmless for any Claims under all Environmental Laws, as defined in this Agreement or otherwise asserted. (F) Buyer agrees to indemnify and defend Seller and its Affiliates from any liabilities in relation to Claims made by Buyer or any Buyer Parties in relation to the matters described in this Section 9.2.

BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS. (A) Buyer acknowledges and agrees that at Closing, it shall accept all Assets in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement. (B) Buyer further acknowledges each of the following: (1) That the Assets have been used for oil and gas exploration, drilling and producing operations, pipeline, transportation or gathering operations, and other related oilfield operations, including, possibly the injection, storage or disposal of produced water or waste materials incidental to or occurring in connection with such operations. (2) That physical changes in the land, groundwater or subsurface may have occurred as a result of any such uses and that Buyer has entered into this Agreement on the basis of Buyer’s own investigation of, or right to investigate, the physical condition of the Assets, including the Facilities and equipment, and the surface and subsurface conditions. (3) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown, abandoned or unproductive oil xxxxx, gas xxxxx, equipment, pits, landfills, flowlines, pipelines, water xxxxx, injection xxxxx and sumps, which may or may not have been revealed by Buyer’s investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. (C) Buyer acknowledges each of the disclaimers set forth in Section 9.16.1, and acknowledges and affirms that, except for the express representations made in Article 7 of this Agreement, that it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement and Buyer waives all rights and remedies which but for this Section 9 0 would or might have been available to it in respect of such representation, warranty, collateral contract, statement, assurance, opinion or information. (B) Buyer acknowledges that it has had an opportunity to inspect and review the Assets, including the information in the Data Room, and the items concerning the Assets disclosed in Schedule 9 - Disclosures. Buyer acknowledges and affirms that prior to the Closing it will have made its own investigation, analysis and evaluation of the Assets, the Claims, liabilities and obligations to be assumed by Buyer under this Agreement, and the operations, business and prospects relating to the Assets and such liabilities and obligations. (C) Buyer acknowledges and agrees that all the Assets will be acquired in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement. (D) Buyer further acknowledges each of the following: (1) That the Assets have been used for Product storage and during such use, inadvertent and unintentional damage or spillage of lubricants, fuels, solvents and other petroleum products or hydrocarbons may have occurred. (2) That Buyer is receiving from Seller only whatever right or interests that Seller or Seller's Affiliate has in the Assets, including only the interest that Seller has in the Right of Way Interests, and that Seller has not represented or warranted that it has an interest in the entirety of the real property (including easements) underlying the Assets. (3) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown or abandoned equipment, landfills, flowlines, pipelines and sumps, which may or may not have been revealed by Buyer's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. (4) That the agreements listed in Schedule 2 - Description of Right of Way Interests may require consent of the landowner or grantor to assignment. (5) Seller has provided Buyer with access to the Data Room containing, among other things, certain financial information of Seller, and Seller has provided Buyer with other financial information as more particularly described on Schedule 9 - Disclosures. The financial information contains certain selected volumes, revenues, operating expenses, and capital investment information which are based on Seller's internal management information and internal profit reporting system (collectively, the “Financial Information”). This Financial Information was extracted from several of Seller's financial and operating systems for the purposes of management information and control and is not audited and may not be constructed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in all circumstances. While the costs presented represent an estimate of what Seller believes can be attributed to its operations of the Assets, Buyer understands that certain allocations and prorations of costs, and certain corporate support service allocations and general and administrative costs, have been included in the Financial Information for analytical purposes. (E) Buyer agrees to assume full responsibility for compliance with all obligations attributable, in any way, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees to indemnify and defend, the Seller Parties for same, including defense, indemnification and hold harmless for any Claims liability, attorney’s fees, fines, penalties or costs under all Environmental Laws, as defined in this Agreement or otherwise asserted. (FE) Buyer agrees to indemnify comply with all covenants, terms, and defend provisions, express or implied, contained in the Leases and Operations Contracts ; and this Agreement is made expressly subject to all agreements, leases, easements, permits, commingling authorizations and other contracts relating to the Assets, whether or not specifically identified in this Agreement. Effective upon Closing, Buyer shall assume and be responsible for all obligations and liabilities of Seller accruing under such agreements after the Effective Date and agrees to execute any instrument or document required by Seller to evidence such assumption. (F) Buyer has made, or arranged for others to make, or has been afforded the opportunity to make, an inspection and inventory of the Assets and, if not performed, waives such right at and with Closing. (G) Buyer affirms that it is relying on its Affiliates from any liabilities in relation to Claims made by Buyer own independent investigation, analysis and evaluation of the geological, geological engineering, economic or any Buyer Parties other interpretations, the costs of and prospects for further development in relation to the matters described Assets including any future and current Taxes in relation to the Assets, except as expressly provided in this Section 9.2Agreement.

BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS. (A) Buyer acknowledges each of the disclaimers set forth in Section 9.1, and acknowledges and affirms that, except for the express representations made in Article 7 of this Agreement, it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement and Buyer waives all rights and remedies which but for this Section 9 would or might have been available to it in respect of such representation, warranty, collateral contract, statement, assurance, opinion or information. (B) Buyer acknowledges that it has had an opportunity to inspect and review the Assets, including the information in the Data Room, and the items concerning the Assets disclosed in Schedule 9 - Disclosures. Buyer acknowledges and affirms that prior to the Closing it will have made its own investigation, analysis and evaluation of the Assets, the Claims, liabilities and obligations to be assumed by Buyer under this Agreement, and the operations, business and prospects relating to the Assets and such liabilities and obligations. (Ca) Buyer acknowledges and agrees that at Closing, it shall accept all the Assets will be acquired Properties in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement. (Db) Buyer further acknowledges each of the following: (1i) That that the Assets Oil and Gas Properties and the Facilities, Fixtures and Equipment have been used for Product storage oil and during such usegas exploration, inadvertent drilling and unintentional damage producing operations, pipeline, transportation or spillage of lubricantsgathering operations, fuels, solvents and other petroleum products related oilfield operations, including, possibly the injection, storage or hydrocarbons disposal of produced water or waste materials incidental to or occurring in connection with such operations; (ii) that physical changes in the land, groundwater or subsurface may have occurred.occurred as a result of any such uses and that Buyer has entered into this Agreement on the basis of Buyer's own investigation of, or right to investigate, the physical condition of the Properties, including the Oil and Gas Properties and the surface and subsurface conditions; (2iii) That Buyer is receiving from Seller only whatever right or interests that Seller or Seller's Affiliate has in the Assets, including only the interest that Seller has in the Right of Way Interests, and that Seller has not represented or warranted that it has an interest in the entirety of the real property (including easements) underlying the Assets. (3) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown unknown, abandoned or abandoned unproductive oil wxxxx, gas wxxxx, equipment, pits, landfills, flowlines, pipelines pipelines, water wxxxx, injection wxxxx and sumps, which may or may not have been revealed by Buyer's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing.; (4iv) That Buyer acknowledges the agreements listed disclaimers set forth in Schedule 2 - Description this Section 4.22, and acknowledges and affirms that it has not relied upon any representation, warranty, statement, opinion or information of Right of Way Interests may require consent of Seller Parties except as specifically stated in this Agreement in entering into or carrying out the landowner or grantor to assignment.transactions contemplated by this Agreement; and (5v) Seller Buyer acknowledges that it has provided Buyer with had access to the Data Room containingProperties, among other things, the officers and certain financial information representatives of Sellerthe Company, and Seller has provided Buyer with other financial information as more particularly described on Schedule 9 - Disclosures. The financial information contains certain selected volumesthe books, revenues, operating expensesrecords, and capital investment information which are based on Seller's internal management information and internal profit reporting system (collectively, the “Financial Information”). This Financial Information was extracted from several of Seller's financial and operating systems for the purposes of management information and control and is not audited and may not be constructed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in all circumstances. While the costs presented represent an estimate of what Seller believes can be attributed to its operations files of the Assets, Buyer understands that certain allocations and prorations of costsCompany relating to the Properties, and certain corporate support service allocations Buyer has made, will make, or has arranged for others to make, or has been afforded the opportunity to make, an inspection and general inventory of the Properties and, if not performed, waives such right at and administrative costs, have been included in the Financial Information for analytical purposeswith Closing. (E) Buyer agrees to assume full responsibility for compliance with all obligations attributable, in any way, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees to indemnify and defend, the Seller Parties for same, including defense, indemnification and hold harmless for any Claims under all Environmental Laws, as defined in this Agreement or otherwise asserted. (F) Buyer agrees to indemnify and defend Seller and its Affiliates from any liabilities in relation to Claims made by Buyer or any Buyer Parties in relation to the matters described in this Section 9.2.

BUYER ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS. (A) Buyer acknowledges each of the disclaimers set forth in Section 9.1, and acknowledges and affirms that, except for the express representations made in Article 7 of this Agreement, it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the transactions contemplated by this Agreement and Buyer waives all rights and remedies which but for this Section 9 would or might have been available to it in respect of such representation, warranty, collateral contract, statement, assurance, opinion or information. (B) Buyer acknowledges that it has had an opportunity to inspect and review the Assets, including the information in the Data Room, and the items concerning the Assets disclosed in Schedule 9 - Disclosures. Buyer acknowledges and affirms that prior to the Closing it will have made its own investigation, analysis and evaluation of the Assets, the Claims, liabilities and obligations to be assumed by Buyer under this Agreement, and the operations, business and prospects relating to the Assets and such liabilities and obligations. (Ca) Buyer acknowledges and agrees that at Closing, it shall accept all the Assets will be acquired Properties in its then “AS IS, WHERE IS” condition and with all faults, with an expressed acceptance and understanding under­standing of the disclaimers disclaim­ers contained in this Agreement. (Db) Buyer further acknowledges each of the following: (1i) That the Assets Oil and Gas Properties and the Facilities, Fixtures and Equipment have been used for Product storage oil and during such usegas exploration, inadvertent drilling and unintentional damage producing operations, pipeline, transportation or spillage of lubricantsgathering operations, fuels, solvents and other petroleum products related oilfield operations, including, possibly the injection, storage or hydrocarbons may have occurreddisposal of produced water or waste materials incidental to or occurring in connection with such operations. (2ii) That Buyer is receiving from Seller only whatever right or interests that Seller or Seller's Affiliate has physical changes in the Assetsland, groundwater or subsurface may have occurred as a result of any such uses and that Buyer has entered into this Agreement on the basis of Buyer's own investigation of, or right to investigate, the physical condition of the Properties, including only the interest that Seller has in Oil and Gas Properties and the Right of Way Interests, surface and that Seller has not represented or warranted that it has an interest in the entirety of the real property (including easements) underlying the Assetssubsurface conditions. (3iii) That Buyer assumes the risk that adverse physical conditions, including the presence of unknown unknown, abandoned or abandoned unproductive oil xxxxx, gas xxxxx, equipment, pits, landfills, flowlines, pipelines pipelines, water xxxxx, injection xxxxx and sumps, which may or may not have been revealed by Buyer's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. (4iv) That Buyer acknowledges the agreements listed disclaimers set forth in Schedule 2 - Description Section 4.11, and acknowledges and affirms that it has not relied upon any representation, warranty, statement, opinion or information of Right of Way Interests may require consent of Seller Parties except as specifically stated in this Agreement in entering into or carrying out the landowner or grantor to assignmenttransactions contemplated by this Agreement. (5v) Seller Buyer acknowledges that it has provided Buyer with had access to the Data Room containingProperties, among other things, the officers and certain financial information representatives of Sellerthe Company, and Seller has provided Buyer with other financial information as more particularly described on Schedule 9 - Disclosures. The financial information contains certain selected volumesthe books, revenues, operating expensesrecords, and capital investment information which are based on Seller's internal management information and internal profit reporting system (collectively, the “Financial Information”). This Financial Information was extracted from several of Seller's financial and operating systems for the purposes of management information and control and is not audited and may not be constructed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in all circumstances. While the costs presented represent an estimate of what Seller believes can be attributed to its operations files of the Assets, Buyer understands that certain allocations and prorations of costsCompany relating to the Properties, and certain corporate support service allocations Buyer has made, will make, or has arranged for others to make, or has been afforded the opportunity to make, an inspection and general inventory of the Properties and, if not performed, waives such right at and administrative costs, have been included in the Financial Information for analytical purposeswith Closing. (Ec) Buyer agrees to assume full responsibility for compliance with all obligations attributable, in any wayThe Parties agree that, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees extent required by applicable Law to indemnify and defendbe effective, the Seller Parties for same, including defense, indemnification disclaimers of certain representations and hold harmless for any Claims under all Environmental Laws, as defined in this Agreement or otherwise asserted. (F) Buyer agrees to indemnify and defend Seller and its Affiliates from any liabilities in relation to Claims made by Buyer or any Buyer Parties in relation to the matters described warranties contained in this Section 9.24.11 are “conspicuous” disclaimers for the purpose of any applicable Laws.