Common use of Certain Disclaimers Clause in Contracts

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 5 and in the agreements, instruments, documents and certificates to be delivered by the XXX Xxxxxxxx Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Xxxxxxxx Parties. Except as specifically set forth in this Article 45, or in the agreements, instruments, documents and certificates to be delivered by the XXX Xxxxxxxx Parties at Closing pursuant to this Agreement, the XXX Xxxxxxxx Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Xxxxxxxx Parties, the Area A DBJV Interest, the Area A DBJV Assets, the Area A DBJV COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a5.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 5 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX XXXXXXXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX XXXXXXXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A DBJV INTEREST OR ANY OF THE AREA A DBJV ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A DBJV INTEREST, THE AREA A DBJV ASSETS OR AND THE AREA A DBJV COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A DBJV INTEREST, THE AREA A ASSETS OR DBJV ASSETS, THE AREA A COOA DBJV COOA, OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A DBJV ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A THE DBJV ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS DBJV SHALL BE DEEMED TO BE OBTAINING THE AREA A DBJV INTEREST, THE AREA A DBJV ASSETS, THE AREA A DBJV COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX WES PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX WES PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreementsEXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SUBSECTION 11.2(a) OR IN THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE ASSIGNMENT, instruments(A) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4EXPRESS, or in the agreementsSTATUTORY OR IMPLIED AND (B) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, instrumentsEMPLOYEES, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this AgreementAGENTS, the XXX Parties make noCONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this AgreementINFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY SELLER). (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SUBSECTION 11.2(a) OR IN THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE ASSIGNMENT, WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(aSUBSECTION 6.17(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING ORAL OR WRITTEN, AS TO (IA) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, SUBJECT INTERESTS; (IIB) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE AREA A INTERESTSUBJECT INTERESTS; (C) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE AREA A ASSETS OR THE AREA A COOA, SUBJECT INTERESTS; (IIID) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA SUBJECT INTERESTS OR FUTURE REVENUES GENERATED BY ANY THE SUBJECT INTERESTS; (E) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE PRECEDINGSUBJECT INTERESTS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES; (IVF) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETSSUBJECT INTERESTS; OR (G) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER IN CONNECTION WITH THE TRANSACTION OR ANY DISCUSSION OR PRESENTATION RELATING THERETO (INCLUDING ANY ITEMS PROVIDED IN CONNECTION WITH ARTICLE 3), AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSSAMPLES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS BUYER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA EQUIPMENT AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME TANGIBLE SUBJECT INTERESTS IN THEIR ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. (c) EXCEPT AS AND TO THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE SUBJECT INTERESTS AND SELLER HAS NOT AND WILL NOT MAKE (AND HEREBY DISCLAIMS) ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL DEFECTS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE SUBJECT INTERESTS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND BUYER SHALL BE DEEMED TO BE TAKING THE SUBJECT INTERESTS “conspicuousAS IS” disclaimers for the purpose of any applicable LawAND “WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreementsNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING IT IS THE GENERALITY EXPLICIT INTENT OF SECTION 4.11(a)EACH OF THE PARTIES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH EXPRESSLY PROVIDED IN THIS SELLER’S REPRESENTATIONS AND WARRANTIES IN ARTICLE 4 IV, SELLER MAKES NO REPRESENTATIONS OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS WARRANTIES OF ANY KIND OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, NATURE (WHETHER EXPRESS OR IMPLIED), REGARDING AT LAW OR IN EQUITY, WITH RESPECT TO SELLER, THE COMPANY INTERESTS, THE COMPANIES, THE PIPELINE SYSTEM, THE ASSETS AND LIABILITIES OF THE COMPANIES OR THE ASSUMED LIABILITIES, AND SELLER EXPRESSLY DISCLAIMS ANY SUCH OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING AS TO THEIR (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETSTITLE, (II) THE CONTENTS, CHARACTER ABSENCE OF PATENT OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOALATENT DEFECTS, (III) SAFETY, (IV) STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR ANY ESTIMATES OF THE VALUE OF THE AREA A INTERESTUSE OR PURPOSE WHATSOEVER, THE AREA A ASSETS (VIII) COMPLIANCE WITH LAWS, (IX) ENVIRONMENTAL OR THE AREA A COOA PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (X) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (XI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, (XII) FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDINGVALUE OR ANTICIPATED INCOME OR PROFITS, OR (IVXIII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTYINFORMATION PROVIDED IN THE DUE DILIGENCE MATERIALS. BUYER AGREES TO ACCEPT THE COMPANY INTERESTS (INCLUDING ANY INDIRECT INTEREST SELLER HAS IN THE PIPELINE SYSTEM) “AS-IS”, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS“WHERE-IS”, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED IN SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, AS TO THEIR (I) TITLE, (II) ABSENCE OF PATENT OR LATENT DEFECTS, (III) SAFETY, (IV) STATE OF REPAIR, (V) QUALITY, (VI) MERCHANTABILITY, (VII) FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, (VIII) COMPLIANCE WITH LAWS, (IX) ENVIRONMENTAL OR PHYSICAL CONDITION (SURFACE AND SUBSURFACE), (X) FEDERAL, STATE OR LOCAL INCOME OR OTHER TAX CONSEQUENCES, (XI) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA, (XII) FINANCIAL VIABILITY, INCLUDING PRESENT OR FUTURE VALUE OR ANTICIPATED INCOME OR PROFITS, OR (XIII) CONFORMITY TO INFORMATION PROVIDED IN THE DUE DILIGENCE MATERIALS. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN ARE EXCLUDED. SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY, IN WRITING, ELECTRONICALLY OR BY OR THROUGH ANY OTHER MEDIUM) TO BUYER, INCLUDING WITH RESPECT TO SELLER, THE COMPANIES, THE COMPANY INTERESTS, THE ASSETS AND LIABILITIES OF THE COMPANIES, THE PIPELINE SYSTEM OR THE ASSUMED LIABILITIES, FURTHER INCLUDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA PROVIDED IN THE DUE DILIGENCE MATERIALS, OR ANY OTHER DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER AT ANY TIME RELATING TO SELLER, THE COMPANIES, THE COMPANY INTERESTS, THE ASSETS AND LIABILITIES OF THE COMPANIES, THE PIPELINE SYSTEM OR THE ASSUMED LIABILITIES, AND BUYER ACKNOWLEDGES AND AGREES THAT ANY RELIANCE ON OR USE OF THE XXXXXXXX PARTIES SHALL CAUSE SAME WILL BE AT BUYER’S SOLE RISK TO BE MADE THE MAXIMUM EXTENT PERMITTED BY LAW AND WILL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO CONDUCT SUCH INSPECTIONS INVESTIGATION AS IT HAS DEEMED NECESSARY AND ADVISABLE FOR PURPOSES OF DETERMINING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT, EFFECTIVE AS OF THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawCLOSING, IT WILL ASSUME FULL RESPONSIBILITY AND COMPLIANCE WITH ALL OBLIGATIONS ATTRIBUTABLE, IN ANY WAY, TO THE COMPANY INTERESTS, AND UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL LOSSES IT MAY HAVE AGAINST THE SELLER ASSOCIATED WITH THE SAME.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreementsTHE PARTIES AGREE THAT, instrumentsTO THE EXTENT REQUIRED BY LAW TO BE OPERATIVE, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY DISCLAIMERS OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 4 SECTION 10.6 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY LAW OR ORDER. THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT (“SELLER’S WARRANTIES”) OR IN THE AGREEMENTSASSIGNMENT OF MEMBERSHIP INTERESTS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INSTRUMENTSEXPRESS, DOCUMENTS IMPLIED, STATUTORY OR CERTIFICATES TO BE DELIVERED BY OTHERWISE. SELLER EXPRESSLY DISCLAIMS (AND BUYER ACKNOWLEDGES IT HAS NOT RELIED UPON) ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTFOREGOING AND EXCEPT FOR SELLER’S WARRANTIES, THE XXX PARTIES FURTHER DISCLAIM EQUITY INTERESTS SHALL BE CONVEYED PURSUANT HERETO WITHOUT (A) ANY REPRESENTATION WARRANTY OR WARRANTYREPRESENTATION, EXPRESS OR WHETHER EXPRESS, IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST STATUTORY OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANTOTHERWISE, RELATING TO THE AREA A INTEREST(1) TITLE, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUANTITY, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT MERCHANTABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, (2) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT, (3)‌ PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE OPERATION PROPERTIES OR THE ABILITY OR POTENTIAL OF AREA A ASSETSTHE PROPERTIES TO PRODUCE HYDROCARBONS, IT BEING EXPRESSLY UNDERSTOOD (4) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND AGREED SUBSURFACE, (5) ANY IMPLIED OR EXPRESS WARRANTY OF NON-INFRINGEMENT, OR (6) ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY THE PARTIES HERETO THAT AMS SELLER OR BY SELLER’S AGENTS OR REPRESENTATIVES, OR (B) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. BUYER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO BE OBTAINING THE AREA A INTERESTHAVE WAIVED) ITS RIGHT TO INSPECT, THE AREA A ASSETSBOOKS, RECORDS AND PROPERTIES FOR ALL PURPOSES, AND SUBJECT TO THE AREA A COOA TERMS OF THIS AGREEMENT, SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE, THREATENED RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, INCLUDING SOLID WASTES, ASBESTOS AND OTHER DIRECT MAN MADE FIBERS, OR NORM. BUYER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND INDIRECT RIGHTS RELATED ITS OWN INSPECTION OF THE PROPERTIES, AND BUYER, SUBJECT TO THE TERMS OF THIS AGREEMENT, SHALL ACCEPT ALL OF THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “, WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawCONDITION.

Certain Disclaimers. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CAMAC PARTIES AND THE PAPI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (aORALLY OR IN WRITING) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) TO THE OTHER PARTIES .. WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a)THE FOREGOING, EXCEPT AS MAY BE SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, NEITHER THE XXX CAMAC PARTIES FURTHER NOR THE PAPI PARTIEES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO (I) THE AMOUNTS OF OR VALUES WITH RESPECT TO ANY HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS OR (II) THE ACCURACY OR CONTENT OF THE RECORDS AND DATA. EXCEPT AS CONTAINED IN ARTICLE IV OR ARTICLE V, THE CAMAC PARTIES AND PAPI PARTIES, RESPECTIVELY, EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, ASSETS (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOACOMPANIES, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE AREA A INTERESTASSETS, THE AREA A ASSETS OR THE AREA A COOA RESERVES, OR FUTURE REVENUES GENERATED BY ANY THE ASSETS, (V) THE PRODUCTION OF THE PRECEDING, OR HYDROCARBONS (IVVI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, AND (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE PAPI PARTIES OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSMATERIALS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS THE PAPI PARTIES SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, FAULTS AND THAT THE XXXXXXXX PAPI PARTIES SHALL CAUSE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AND EVALUATIONS, AS THE XXXXXXXX PAPI PARTIES DEEM DEEMS APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. (a) The Except for the representations and warranties expressly set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement3, the XXX Parties make noAcquired Companies are not making and shall not be deemed to have made, and disclaim anyany other representations or warranties, representation and warrantywritten or oral, statutory, express or implied, as concerning the Xxxxxx SD Units, Xxxxxx SD Units, Comfort Bilt Units, AEI Units, any Xxxxxx Party, any Acquired Company, or the business, assets or liabilities of any Acquired Company. No Xxxxxx Party is making and shall not be deemed to have made, any matter whatsoever relating to representations or warranties, written or oral, statutory, express or implied, concerning the XXX PartiesXxxxxx SD Units, Xxxxxx Iowa Units, Comfort Bilt Units, AEI Units, any Xxxxxx Party, any Acquired Company, or the Area A Interestbusiness, the Area A Assetsassets or liabilities of any Acquired Company. BUYER REPRESENTS, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. WARRANTS AND ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 3, THE ACQUIRED COMPANIES HAVE NOT MADE, AND EACH ACQUIRED COMPANY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVE AND ARE NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY ACQUIRED COMPANY, ANY SELLER, XXXXXX SD, XXXXXX IOWA, AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (bWRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO BUYER OR THEIR REPRESENTATIVES BY OR ON BEHALF OF ANY ACQUIRED COMPANY, ANY SELLER, XXXXXX SD, OR XXXXXX IOWA. WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a)THE FOREGOING, EXCEPT AS MAY BE SPECIFICALLY EXPRESSLY PROVIDED IN ARTICLE 3, NO ACQUIRED COMPANY, SELLER, XXXXXX SD, OR XXXXXX IOWA IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD‑LOOKING STATEMENTS (INCLUDING ANY UNDERLYING ASSUMPTION) OR THE INFORMATION SET FORTH IN THIS ARTICLE 4 ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS MANAGEMENT PRESENTATION DELIVERED TO BUYER OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawREPRESENTATIVES.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article EXCEPT AS EXPRESSLY PROVIDED IN THIS ------------------- ARTICLE 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, REGARDING AS --------- TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IVA) THE MAINTENANCE, REPAIR, CONDITION, QUALITYDESIGN, WORKMANSHIP, SUITABILITY, DESIGN UTILITY OR MARKETABILITY OF ANY OF THE AREA A ASSETSASSETS OR PROPERTIES OF, AND FURTHER OR FORMERLY OWNED BY, THE ACQUIRED COMPANIES OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR (B) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE OR THAT WILL BE MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AGENTS, CONSULTANTS OR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATION (AND MAKES NO) IMPLIED OR WARRANTY, EXPRESS WARRANTY OF MERCHANTABILITY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE. IT IS THE EXPRESS AGREEMENT OF THE PARTIES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4 OF --------- THIS AGREEMENT, BUYER WILL ACQUIRE THE SHARES WITHOUT REPRESENTATION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL WARRANTY AND WITH THE PROPERTY, OR REGARDING INFRINGEMENT ASSETS AND BUSINESS OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “ACQUIRED COMPANIES ON AN "AS IS” , WHERE IS AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law" BASIS.

Certain Disclaimers. (a) The Except for the representations and warranties expressly set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement3, the XXX Parties make noAcquired Companies are not making and shall not be deemed to have made, and disclaim anyany other representations or warranties, representation and warrantywritten or oral, statutory, express or implied, as concerning the Shares, any Acquired Company, or the business, assets or liabilities of any Acquired Company. Except for the representations and warranties expressly set forth in Article 4, Buyer and Merger Sub are not making and shall not be deemed to have made, any matter whatsoever relating to the XXX Partiesother representations or warranties, written or oral, statutory, express or implied, concerning Buyer or any of its Subsidiaries, the Area A Interestvalue of any shares of Buyer common stock included in the Merger Consideration, or the Area A Assetsbusiness, the Area A COOA assets or liabilities of Buyer or any other matter relating of its Subsidiaries. No Seller is making and shall not be deemed to have made, any representations or warranties, written or oral, statutory, express or implied, concerning the transactions contemplated by this Agreement. Shares, any Acquired Company, or the business, assets or liabilities of any Acquired Company. BUYER AND MERGER SUB EACH ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 3, THE ACQUIRED COMPANIES HAVE NOT MADE, AND THE ACQUIRED COMPANIES HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND MERGER SUB HEREBY EXPRESSLY WAIVE AND ARE NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND MERGER SUB EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY ACQUIRED COMPANY, ANY SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (bWRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO BUYER, MERGER SUB AND THEIR REPRESENTATIVES BY OR ON BEHALF OF ANY ACQUIRED COMPANY OR ANY SELLER. WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a)THE FOREGOING, EXCEPT AS MAY BE SPECIFICALLY EXPRESSLY PROVIDED IN ARTICLE 3, NO ACQUIRED COMPANY OR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER OR MERGER SUB WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD‑LOOKING STATEMENTS (INCLUDING ANY UNDERLYING ASSUMPTION) OR THE INFORMATION SET FORTH IN THIS ARTICLE 4 ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR IN THE AGREEMENTSMANAGEMENT PRESENTATION DELIVERED TO BUYER, INSTRUMENTS, DOCUMENTS MERGER SUB OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawREPRESENTATIVES.

Certain Disclaimers. (a) The Except for the representations and warranties expressly set forth in this Article 4 3 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, none of the Company, Parent or in Merger Sub is making and shall not be deemed to have made, nor will the agreementsCompany, instrumentsany stockholder of the Company or any other Person have or be subject to any liability arising out of, documents and certificates relating to be delivered by the XXX Parties at Closing pursuant to this Agreementor resulting from, the XXX Parties make noany other representations or warranties, and disclaim anywritten or oral, representation and warrantystatutory, express or impliedimplied (including with respect to merchantability or suitability or fitness for any particular purpose), as to the accuracy or completeness of any matter whatsoever relating to information regarding the XXX PartiesCompany, any Subsidiary of the Area A InterestCompany, or the Area A Assetsbusiness, assets (including the Area A COOA condition, value, quality or suitability of any assets or the business) or liabilities of the Company or any other matter relating to Subsidiary of the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY Company. EACH OF SECTION 4.11(a)PARENT AND MERGER SUB REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH EXPRESSLY PROVIDED IN THIS ARTICLE 4 3, NONE OF THE COMPANY OR IN ANY SUBSIDIARY OF THE AGREEMENTSCOMPANY HAVE MADE, INSTRUMENTSAND THE COMPANY AND ITS SUBSIDIARIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTAND EACH OF PARENT AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND IS NOT RELYING ON, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND EACH OF PARENT AND ITS AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO PARENT AND ITS REPRESENTATIVES AND AFFILIATES BY OR ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIEDIMPLIED WARRANTY RELATING TO ANY ASSET (TANGIBLE, REGARDING (IINTANGIBLE OR MIXED) TITLE TO OF THE AREA A INTEREST COMPANY OR ANY SUBSIDIARY OF THE AREA A ASSETSCOMPANY, (II) THE CONTENTSINCLUDING IMPLIED WARRANTIES OF FITNESS, CHARACTER NONINFRINGEMENT, MERCHANTABILITY OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, SUITABILITY OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawPURPOSE.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents agreements and certificates to be delivered by the XXX Parties Seller at Closing pursuant to this Agreement Section 3.2 are the only representations and warranties made by the XXX PartiesSeller. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents agreements and certificates to be delivered by the XXX Parties Seller at Closing pursuant to this AgreementSection 3.2, the XXX Parties make Seller makes no, and disclaim disclaims any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX PartiesSeller, the Area A InterestCompany, the Area A Assetstheir respective businesses, the Area A COOA assets, liabilities or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a4.20(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS AGREEMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES SELLER AT CLOSING PURSUANT TO THIS AGREEMENTSECTION 3.2, THE XXX PARTIES SELLER FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A COMPANY’S ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOACOMPANY’S ASSETS, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, SUBJECT INTEREST THE AREA A COMPANY’S ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A COMPANY’S ASSETS, AND FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A THE COMPANY AND ITS ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS PURCHASER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, SUBJECT INTEREST SUBJECT TO ALL OF THE AREA A ASSETS, THE AREA A COOA AND OTHER COMPANY’S RESPECTIVE DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME AND ASSETS BEING IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES PURCHASER SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM PURCHASER DEEMS APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law. (c) Inclusion of information in the Schedules to this Agreement shall not be construed as an admission that such information is material to the business, assets, liabilities, financial condition or results of operations of Seller, or the Company, or otherwise material, or that such information is required to be included in the Schedules to this Agreement, and inclusion of a matter on a Schedule addressing matters reasonably expected to have a Material Adverse Effect shall not necessarily be deemed an indication that such matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a Schedule for purposes of information only, and inclusion of any such matter does not mean that all such matters are included. A matter disclosed on a Schedule to this Agreement shall be deemed to be an exception to all representations, and any indemnifications under Section 9.1, to which it is relevant, but only if it is reasonably apparent that such matter also applies to such other representations.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreementsTHE PARTIES AGREE THAT, instrumentsTO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY DISCLAIMERS OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 4 SECTION 14.7 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, AND THE TITLE WARRANTIES IN THE AGREEMENTSCONVEYANCES OF THE PROPERTIES, INSTRUMENTS, DOCUMENTS OR CERTIFICATES THE LLC INTERESTS AND THE OTHER ASSETS TO BE DELIVERED BY AT CLOSING, (COLLECTIVELY “SELLER’S WARRANTIES”) ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTFOREGOING AND EXCEPT FOR SELLER’S WARRANTIES, THE XXX PARTIES FURTHER DISCLAIM ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT (A) ANY REPRESENTATION WARRANTY OR WARRANTYREPRESENTATION, EXPRESS OR WHETHER EXPRESS, IMPLIED, REGARDING STATUTORY OR OTHERWISE, RELATING TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUANTITY, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT MERCHANTABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, (II) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT, (III) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE OPERATION PROPERTIES OR THE ABILITY OR POTENTIAL OF AREA A ASSETSTHE PROPERTIES TO PRODUCE HYDROCARBONS, IT BEING EXPRESSLY UNDERSTOOD (IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND AGREED SUBSURFACE, (V) ANY IMPLIED OR EXPRESS WARRANTY OF NON-INFRINGEMENT, OR (VI) ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY THE PARTIES HERETO THAT AMS SELLER OR BY SELLER’S AGENTS OR REPRESENTATIVES, OR (B) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. BUYER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO BE OBTAINING THE AREA A INTERESTHAVE WAIVED) ITS RIGHT TO INSPECT, THE AREA A ASSETS FOR ALL PURPOSES, AND SUBJECT TO THE TERMS OF THIS AGREEMENT, 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 AND OTHER MAN MADE FIBERS, OR NORM. BUYER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS, AND BUYER, SUBJECT TO THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO TERMS OF THIS AGREEMENT, SHALL ACCEPT ALL OF THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “, WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawCONDITION.

Certain Disclaimers. (aA) The representations and warranties set forth in this Article EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR THIS ARTICLE 4 and in the agreementsOR ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF SELLER, instruments(I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4EXPRESS, or in the agreementsSTATUTORY OR IMPLIED, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement.AND (II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR (bB) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR THIS ARTICLE 4 OR ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF SELLER, WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a4.20(A), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING ORAL OR WRITTEN, AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETSASSETS OF THE BUSINESS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF SUCH ASSETS OR (IV) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE AREA A ASSETSPURCHASER GROUP IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO (INCLUDING ANY ITEMS PROVIDED IN CONNECTION WITH SECTION 6.1), AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS MODELS. (C) EXCEPT AS AND TO THE EXTENT EXPRESSLY PROVIDED IN ARTICLE 4 OR SAMPLES ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF MATERIALS OR OTHER PERSONAL PROPERTYSELLER, OR REGARDING INFRINGEMENT OF SELLER SHALL NOT HAVE ANY INTELLECTUAL PROPERTY RIGHTS LIABILITY IN CONNECTION WITH AND HAS NOT AND WILL NOT MAKE (AND HEREBY DISCLAIMS) ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS (INCLUDING WITHOUT LIMITATION CERCLA), ENVIRONMENTAL LIABILITIES, THE OPERATION RELEASE OF AREA HAZARDOUS SUBSTANCES OR HYDROCARBONS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS OF THE BUSINESS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A ASSETSREPRESENTATION OR WARRANTY, IT BEING EXPRESSLY UNDERSTOOD AND, SUBJECT TO THE TERMS HEREOF AND AGREED THE TERMS OF ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY THE PARTIES HERETO THAT AMS OR ON BEHALF OF SELLER OR PURCHASER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, TAKING SUCH ASSETS “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawFOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ANY OF ARTICLE 4, or in the agreementsARTICLE 5, instrumentsOR ARTICLE 7 (INCLUDING IN ANY SCHEDULE OR EXHIBIT QUALIFYING OR SUPPLEMENTING ANY PROVISIONS IN SUCH ARTICLES), documents and certificates to be delivered by the XXX Parties at Closing pursuant to this AgreementIN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 11.2(a), the XXX Parties make noTHE ASSIGNMENT OR THE SPECIAL WARRANTY DEED, and disclaim any(i) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, representation and warrantyEXPRESS, express or impliedSTATUTORY OR IMPLIED, as to any matter whatsoever relating to the XXX PartiesAND (ii) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, the Area A InterestEMPLOYEES, the Area A AssetsAGENTS, the Area A COOA or any other matter relating to the transactions contemplated by this AgreementCONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY SELLER). (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ANY OF ARTICLE 4, ARTICLE 5, OR ARTICLE 7 (INCLUDING IN ANY SCHEDULE OR EXHIBIT QUALIFYING OR SUPPLEMENTING ANY PROVISIONS IN SUCH ARTICLES), IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 11.2(a), THE ASSIGNMENT OR THE SPECIAL WARRANTY DEED, WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a7.20(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING ORAL OR WRITTEN, AS TO (Ii) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (IIii) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOAASSETS, (IIIiii) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (iv) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY THE ASSETS, (v) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE PRECEDINGASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES, (IVvi) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETSASSETS OR (vii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER IN CONNECTION WITH THE TRANSACTION OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSSAMPLES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS BUYER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA EQUIPMENT AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME TANGIBLE ASSETS IN THEIR ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 11.2(a), SELLER SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH AND HAS NOT AND WILL NOT MAKE (AND HEREBY DISCLAIMS) ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER SHALL BE DEEMED TO BE TAKING THE ASSETS “conspicuousAS IS” disclaimers for the purpose of any applicable LawAND “WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

Certain Disclaimers. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CAMAC PARTIES AND THE CEI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (aORALLY OR IN WRITING) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX PartiesTO THE OTHER PARTIES. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a)THE FOREGOING, EXCEPT AS MAY BE SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, NEITHER THE XXX CAMAC PARTIES FURTHER NOR THE CEI PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO (A) THE AMOUNTS OF OR VALUES WITH RESPECT TO ANY HYDROCARBON RESERVES ATTRIBUTABLE TO THE CONTRACT RIGHTS OR (B) THE ACCURACY OR CONTENT OF THE RECORDS AND DATA. EXCEPT AS CONTAINED IN ARTICLE IV OR ARTICLE V, THE CAMAC PARTIES AND CEI PARTIES, RESPECTIVELY, EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETSCONTRACT RIGHTS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOAPARTIES, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONTRACT RIGHTS, (IV) ANY ESTIMATES OF THE VALUE OF THE AREA A INTERESTCONTRACT RIGHTS, THE AREA A ASSETS OR THE AREA A COOA RESERVES, OR FUTURE REVENUES GENERATED BY ANY THE CONTRACT RIGHTS, (V) THE PRODUCTION OF THE PRECEDING, OR HYDROCARBONS (IVVI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, AND (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE CEI PARTIES OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSMATERIALS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS THE CEI PARTIES SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT CONTRACT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, FAULTS AND THAT THE XXXXXXXX CEI PARTIES SHALL CAUSE HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AND EVALUATIONS, AS THE XXXXXXXX CEI PARTIES DEEM DEEMS APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements6.1 “AS IS, instrumentsWHERE IS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING IT IS THE GENERALITY EXPLICIT INTENT OF SECTION 4.11(a)EACH OF THE PARTIES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATIONS OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS WARRANTIES OF ANY KIND OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, NATURE (WHETHER EXPRESS OR IMPLIED), REGARDING (I) TITLE AT LAW OR IN EQUITY, WITH RESPECT TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTERESTSELLER, THE AREA A INLAND SHARES, INLAND, THE ASSETS AND LIABILITIES OF INLAND OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETSASSUMED LIABILITIES, AND FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTYIMPLIED WARRANTIES, EXPRESS OR IMPLIEDINCLUDING ANY IMPLIED WARRANTIES OF TITLE, OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY ORDINARY PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO MODELS OR SAMPLES VALUE. WITHOUT LIMITING THE GENERALITY OF MATERIALS OR OTHER PERSONAL PROPERTYTHE FOREGOING, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH SELLER SHALL CONVEY TO BUYER THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME INLAND SHARES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. BUYER AGREES TO ACCEPT THE INLAND SHARES “AS-IS”, “WHERE-IS”, IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, OR ANY REPRESENTATION OR WARRANTY AS TO VALUE. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, ARE EXCLUDED. SELLER AND THE OTHER MEMBERS OF THE BP GROUP DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO SELLER, INLAND, THE INLAND SHARES, THE ASSETS AND LIABILITIES OF INLAND, THE PIPELINE SYSTEM OR THE ASSUMED LIABILITIES. BUYER ACKNOWLEDGES AND AGREES THAT THE XXXXXXXX PARTIES SHALL CAUSE IT HAS HAD SUFFICIENT OPPORTUNITY TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawCONDUCT WHATEVER INVESTIGATION IT HAS DEEMED NECESSARY AND ADVISABLE FOR PURPOSES OF DETERMINING WHETHER OR NOT TO ENTER INTO THIS PURCHASE AGREEMENT.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING IT IS THE GENERALITY EXPLICIT INTENT AND UNDERSTANDING OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN EACH PARTY HERETO THAT NEITHER THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTCOMPANY, THE XXX PARTIES FURTHER DISCLAIM SELLER, THE MEMBERS NOR THE BUYER NOR ANY OF THEIR AFFILIATES, REPRESENTATIVES OR AGENTS IS MAKING ANY REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING (I) TITLE OTHER THAN THOSE SET FORTH ONLY IN THE CASE OF THE COMPANY, THE SELLER AND THE BUYER, AS THE CASE MAY BE, IN ARTICLE 4, ARTICLE 5 AND ARTICLE 6 OF THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN ARTICLE 4, ARTICLE 5 AND ARTICLE 6 OF THIS AGREEMENT IN REGARDS TO THE AREA A INTEREST OR ANY COMPANY, THE SELLER AND THE BUYER, AS THE CASE MAY BE, THE PARTIES TO THIS AGREEMENT EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF THE AREA A ASSETSCOMPANY, (II) THE CONTENTSSELLER, CHARACTER THE MEMBERS OR THE BUYER OF ANY KIND OR NATURE OF EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTERESTFINANCIAL CONDITION, THE AREA A RESULTS OF OPERATIONS, ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES LIABILITIES OF THE VALUE COMPANY). NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THE COMPANY NOR THE SELLER MAKES ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND WITH RESPECT TO ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER OF FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE AREA A INTEREST, THE AREA A ASSETS COMPANY OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY BUSINESS AND OPERATIONS OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawCOMPANY.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET AND TO THE EXTENT EXPRESSLY SERT FORTH IN ARTICLE 3 OR THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED to THE PURCHASER BY OR ON BEHALF OF THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTSELLER, (i) THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION SELLER MAKES NO REPRESENTATIONS OR WARRANTYWARRANTIES, EXPRESS OR IMPLIED, REGARDING AND (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (IIii) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, SELLER EXPRESSLY DISCLAIMS (IIIA) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, ALL OTHER REPRESENTATIONS AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTYWARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS AND (B) ANY RESPONSIBILITY FOR ANY STATEMENT OR SAMPLES INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO THE PURCHASER OR ANY OF MATERIALS ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR OTHER PERSONAL PROPERTYREPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR REGARDING INFRINGEMENT ADVICE THAT MAY HAVE BEEN PROVIDED TO THE PURCHASER BY THE SELLER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES). (b) EXCEPT AS SET FORTH IN SECTION 4.16 and in ARTICLE 8, THE SELLER SHALL NOT HAVE ANY INTELLECTUAL PROPERTY RIGHTS LIABILITY IN CONNECTION WITH AND HAS NOT AND WILL NOT MAKE (AND HEREBY DISCLAIMS) ANY REPRESENTATION OR WARRANTY REGARDING MAY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS (INCLUDING WITHOUT LIMITATION CERCLA), ENVIRONMENTAL LIABILITIES, THE OPERATION RELEASE OF AREA HAZARDOUS SUBSTANCES OR HYDROCARBONS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETL, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS OF THE COMPANY GROUP, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A ASSETSREPRESENTATION OR WARRANTY, IT BEING EXPRESSLY UNDERSTOOD AND, SUBJECT TO THE TERMS HEREOF AND AGREED THE TERMS OF ANY OTHER DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY OR ON BEHALF OF THE PARTIES HERETO THAT AMS SELLER, THE COMPANY GROUP OR ANY AFFILIATES OF THE SELLER, THE PURCHASER SHALL BE DEEMED TO BE OBTAINING TAKING THE AREA A INTEREST, INTERESTS AND ALL ASSETS OF THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, COMPANY GROUP “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable LawFOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements6.1 “AS IS, instrumentsWHERE IS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING IT IS THE GENERALITY EXPLICIT INTENT OF SECTION 4.11(a)EACH OF THE PARTIES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATIONS OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS WARRANTIES OF ANY KIND OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, NATURE (WHETHER EXPRESS OR IMPLIED), REGARDING (I) TITLE AT LAW OR IN EQUITY, WITH RESPECT TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS PROPERTY OR THE AREA A COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETSASSUMED OBLIGATIONS, AND FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTYIMPLIED WARRANTIES, EXPRESS OR IMPLIEDINCLUDING ANY IMPLIED WARRANTIES OF TITLE, OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY ORDINARY PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO MODELS OR SAMPLES VALUE. WITHOUT LIMITING THE GENERALITY OF MATERIALS OR OTHER PERSONAL PROPERTYTHE FOREGOING, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS SELLER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED CONVEY TO THE SAME ENTITIES THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, LIMITATIONS AND THAT DEFECTS (HIDDEN AND APPARENT) AND WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AS TO TITLE, QUALITY, MERCHANTABILITY OR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, IN ALL CASES EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR IN THE XXXXXXXX PARTIES SHALL CAUSE TRANSACTION DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED AT THE CLOSING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER AGREES TO BE ACCEPT THE PROPERTY “AS-IS”, “WHERE-IS”, IN ITS PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND WITHOUT ANY GUARANTEES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), AS TO ITS TITLE, QUALITY, MERCHANTABILITY OR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER, IN ALL CASES, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR IN THE DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED AT THE CLOSING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED), AT LAW OR IN EQUITY, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, ARE EXCLUDED. SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO SELLER, ENTITIES, THE LUCERNE INTERESTS, THE ASSETS, OR THE ASSUMED OBLIGATIONS. IN ENTERING INTO THIS PURCHASE AGREEMENT, BUYER HAS HAD THE OPPORTUNITY TO CONDUCT SUCH INSPECTIONS INVESTIGATION AS THE XXXXXXXX PARTIES DEEM IT CONSIDERED APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CAMAC PARTIES AND THE PAPI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (aORALLY OR IN WRITING) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX PartiesTO THE OTHER PARTIES . Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a)THE FOREGOING, EXCEPT AS MAY BE SPECIFICALLY EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, NEITHER THE XXX CAMAC PARTIES FURTHER NOR THE PAPI PARTIEES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO (I) THE AMOUNTS OF OR VALUES WITH RESPECT TO ANY HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS OR (II) THE ACCURACY OR CONTENT OF THE RECORDS AND DATA. EXCEPT AS CONTAINED IN ARTICLE IV OR ARTICLE V, THE CAMAC PARTIES AND PAPI PARTIES, RESPECTIVELY, EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, ASSETS (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOACOMPANIES, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE AREA A INTERESTASSETS, THE AREA A ASSETS OR THE AREA A COOA RESERVES, OR FUTURE REVENUES GENERATED BY ANY THE ASSETS, (V) THE PRODUCTION OF THE PRECEDING, OR HYDROCARBONS (IVVI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION (VII) THE CONTENT, CHARACTER OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT NATURE OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSDESCRIPTIVE MEMORANDUM, IT BEING EXPRESSLY UNDERSTOOD AND AGREED REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THE PARTIES HERETO THAT AMS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTERESTTHIRD PARTIES, THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.AND

Certain Disclaimers. (a) The representations Except as and warranties to the extent expressly set forth in this Article 4 and of this Agreement or in the agreements, instruments, documents and certificates certificate of Seller to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only Section 9.2(i), (i) Seller makes no and disclaims any representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warrantywarranties, express or implied, as and (ii) Seller expressly disclaims all liability and responsibility for any statement or information made or communicated (orally or in writing) to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA Purchasers or any other matter relating of its Affiliates, employees, agents, consultants or representatives (including, without limitation, any opinion, information, projection or advice that may have been provided to the transactions contemplated Purchasers by this Agreementany officer, director, employee, agent, consultant, representative or advisor of Seller or any of its Affiliates). (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH EXPRESSLY REPRESENTED OTHERWISE IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES CERTIFICATE OF SELLER TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTSECTION 9.2(I), WITHOUT LIMITING THE XXX PARTIES FURTHER DISCLAIM GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ORAL OR WRITTEN, AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A UPSTREAM ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, OR ANY OTHER ENGINEERING REPORT, RELATING TO THE AREA A INTEREST, THE AREA A UPSTREAM ASSETS OR THE AREA A COOAMIDSTREAM ASSETS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE UPSTREAM ASSETS, (IV) THE EXISTENCE OF ANY PROSPECT OR RECOMPLETION, INFILL OR STEP-OUT OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE AREA A INTERESTSHARES, THE AREA A UPSTREAM ASSETS, THE MIDSTREAM ASSETS OR THE AREA A COOA UNINCORPORATED JV ASSETS OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, (VI) THE PRODUCTION OF HYDROCARBONS FROM THE UPSTREAM ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, (IVVII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A UPSTREAM ASSETS, THE MIDSTREAM ASSETS OR THE UNINCORPORATED JV ASSETS, OR (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASERS OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER OF ANY PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSCOMPANY GROUP MEMBERS, THE PIPELINE JV COMPANIES, THE UNINCORPORATED JV ASSETS AND RELATED OPERATIONS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS PURCHASERS SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA AND OTHER COMPANY SUBJECT TO ALL OF ITS DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME AND ASSETS BEING IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE PURCHASERS HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES PURCHASERS DEEM APPROPRIATE. (c) Inclusion of a matter on a Schedule attached hereto with respect to a representation or warranty which addresses matters having a Material Adverse Effect shall not necessarily be deemed an indication that such matter does, or may, have a Material Adverse Effect. The Parties agree that Matters may be disclosed on a Schedule to this Agreement for purposes of information only. In addition, Schedules may include other matters not required by the disclaimers in terms of this Section Agreement to be listed on the Schedules, which additional matters are “conspicuous” disclaimers disclosed for the purpose purposes of information only, and inclusion of any applicable Lawsuch matter does not mean that all such matters are included. (d) A matter scheduled as an exception for any representation shall be deemed to be an exception to all representations, and any indemnifications under Section 11.1, for which it is relevant. (e) Notwithstanding anything to the contrary contained in Article 4, Seller shall have no liability to, nor any obligation to indemnify Purchasers for, any breaches by it of any of its representations or warranties in Sections 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26, 4.27, 4.28 and 4.29 to the extent that, prior to the Execution Date, either Purchaser had Knowledge of the circumstances or events giving rise to such breach.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 5 and in the agreements, instruments, documents and certificates to be delivered by the XXX Xxxxxxxx Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Xxxxxxxx Parties. Except as specifically set forth in this Article 45, or in the agreements, instruments, documents and certificates to be delivered by the XXX Xxxxxxxx Parties at Closing pursuant to this Agreement, the XXX Xxxxxxxx Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Xxxxxxxx Parties, the Area A DBJV Interest, the Area A DBJV Assets, the Area A DBJV COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a5.11(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 5 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX XXXXXXXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX XXXXXXXX PARTIES FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A DBJV INTEREST OR ANY OF THE AREA A DBJV ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A DBJV INTEREST, THE AREA A DBJV ASSETS OR AND THE AREA A DBJV COOA, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A DBJV INTEREST, THE AREA A ASSETS OR DBJV ASSETS, THE AREA A COOA DBJV COOA, OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A DBJV ASSETS, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A THE DBJV ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS DBJV SHALL BE DEEMED TO BE OBTAINING THE AREA A DBJV INTEREST, THE AREA A DBJV ASSETS, THE AREA A DBJV COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX XXX PARTIES SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX XXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.

Certain Disclaimers. (a) The representations and warranties set forth in this Article EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR ARTICLE 4 and in the agreementsOF THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, instrumentsINCLUDING THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 8.2(B), (I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX Parties. Except as specifically set forth in this Article 4EXPRESS, or in the agreementsSTATUTORY OR IMPLIED, instrumentsAND (II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this AgreementEMPLOYEES, the XXX Parties make noAGENTS, and disclaim anyCONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this AgreementINFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY MEMBER OF THE SELLER GROUP). (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR ARTICLE 4, OF THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, INCLUDING THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 8.2(B), WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a4.27(A), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENT, THE XXX PARTIES FURTHER DISCLAIM SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING ORAL OR WRITTEN, AS TO (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOA, (III) ANY ESTIMATES THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN, AROUND OR FROM THE VALUE OF THE AREA A INTERESTASSETS, THE AREA A ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A ASSETSASSETS OR (V) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE PURCHASER GROUP IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO (INCLUDING ANY ITEMS PROVIDED IN CONNECTION WITH SECTION 6.1), AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETSMODELS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS PURCHASER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, THE AREA A ASSETS, THE AREA A COOA EQUIPMENT AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME TANGIBLE PROPERTY IN THEIR ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE. (c) EXCEPT AS AND TO THE XXXXXXXX PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are EXTENT EXPRESSLY PROVIDED IN ARTICLE 4 OR THE TRANSACTION DOCUMENTS, SELLER SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH AND HAS NOT AND WILL NOT MAKE (AND HEREBY DISCLAIMS) ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND PURCHASER SHALL BE DEEMED TO BE TAKING THE ASSETS “conspicuousAS IS” disclaimers for the purpose of any applicable LawAND “WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

Certain Disclaimers. (a) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents agreements and certificates to be delivered by the XXX Parties Seller at Closing pursuant to this Agreement Section 3.2 are the only representations and warranties made by the XXX PartiesSeller. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents agreements and certificates to be delivered by the XXX Parties Seller at Closing pursuant to this AgreementSection 3.2, the XXX Parties make Seller makes no, and disclaim disclaims any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX PartiesSeller, the Area A InterestCompany, the Area A Assetstheir respective businesses, the Area A COOA assets, liabilities or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a4.20(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS AGREEMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES SELLER AT CLOSING PURSUANT TO THIS AGREEMENTSECTION 3.2, THE XXX PARTIES SELLER FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO THE AREA A INTEREST OR ANY OF THE AREA A COMPANY’S ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE AREA A INTEREST, THE AREA A ASSETS OR THE AREA A COOACOMPANY’S ASSETS, (III) ANY ESTIMATES OF THE VALUE OF THE AREA A SUBJECT INTEREST, THE AREA A COMPANY’S ASSETS OR THE AREA A COOA OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE AREA A COMPANY’S ASSETS, AND FURTHER DISCLAIM DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A THE COMPANY AND ITS ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS PURCHASER SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, SUBJECT INTEREST SUBJECT TO ALL OF THE AREA A ASSETS, THE AREA A COOA AND OTHER COMPANY’S RESPECTIVE DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME AND ASSETS BEING IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES PURCHASER SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS THE XXXXXXXX PARTIES DEEM PURCHASER DEEMS APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law. (c) Inclusion of information in the Schedules to this Agreement shall not be construed as an admission that such information is material to the business, assets, liabilities, financial condition or results of operations of Seller, or the Company, or otherwise material, or that such information is required to be included in the Schedules to this Agreement, and inclusion of a matter on a Schedule addressing matters reasonably expected to have a Material Adverse Effect shall not necessarily be deemed an indication that such matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a Schedule for purposes of information only, and inclusion of any such matter does not mean that all such matters are included. A matter disclosed on a Schedule to this Agreement shall be deemed to be an exception to all representations, and any indemnifications under Section 9.1, to which it is relevant, but only if it is reasonably apparent that such matter also applies to such other representations.

Certain Disclaimers. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ALLIED PARTIES AND THE CEI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (aORALLY OR IN WRITING) The representations and warranties set forth in this Article 4 and in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement are the only representations and warranties made by the XXX PartiesTO THE OTHER PARTIES. Except as specifically set forth in this Article 4, or in the agreements, instruments, documents and certificates to be delivered by the XXX Parties at Closing pursuant to this Agreement, the XXX Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the XXX Parties, the Area A Interest, the Area A Assets, the Area A COOA or any other matter relating to the transactions contemplated by this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF SECTION 4.11(a), THE FOREGOING AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH CONTAINED IN THIS ARTICLE 4 IV OR IN THE AGREEMENTS, INSTRUMENTS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED BY THE XXX PARTIES AT CLOSING PURSUANT TO THIS AGREEMENTARTICLE V, THE XXX ALLIED PARTIES FURTHER AND CEI PARTIES, RESPECTIVELY, EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, REGARDING AS TO (I) TITLE IN THE CASE OF THE ALLIED PARTIES, AS TO THE AREA A INTEREST PSC, THE TRANSFERRED INTERESTS OR ANY THE OMLS, AND IN THE CASE OF THE AREA A ASSETSCEI PARTIES, THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ BUSINESS, ASSETS OR LIABILITIES, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA, RECORDS OR INTERPRETATION, RELATING IN THE CASE OF THE ALLIED PARTIES, TO THE AREA A INTERESTPSC, THE AREA A TRANSFERRED INTERESTS OR THE OMLS, AND IN THE CASE OF THE CEI PARTIES, TO THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ BUSINESS, ASSETS OR THE AREA A COOALIABILITIES, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM, IN THE CASE OF THE ALLIED PARTIES, THE PSC, THE TRANSFERRED INTERESTS OR THE OMLS, AND IN THE CASE OF THE CEI PARTIES, THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ ASSETS, (IV) ANY ESTIMATES OF THE VALUE VALUE, IN THE CASE OF THE AREA A INTERESTALLIED PARTIES, THE AREA A ASSETS PSC, THE TRANSFERRED INTERESTS OR THE AREA A COOA OMLS, AND IN THE CASE OF THE CEI PARTIES, THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ BUSINESS OR ASSETS, (V) IN THE CASE OF THE ALLIED PARTIES, AS TO THE AMOUNTS OF OR VALUES WITH RESPECT TO ANY HYDROCARBON RESERVES OR RESOURCES ATTRIBUTABLE TO THE PSC OR THE OMLS, AND IN THE CASE OF THE CEI PARTIES, AS TO THE AMOUNTS OR VALUES WITH RESPECT TO ANY HYDROCARBON RESERVES OR RESOURCES ATTRIBUTABLE TO THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ ASSETS, (VI) THE PRODUCTION OF HYDROCARBONS OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDINGTHEREFROM, OR (IVVII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF, IN THE CASE OF THE AREA A ASSETSALLIED PARTIES, THE PSC, THE TRANSFERRED INTERESTS OR THE OMLS, AND IN THE CASE OF THE CEI PARTIES, THEIR AND THEIR RESPECTIVE SUBSIDIARIES’ ASSETS OR LIABILITIES, AND (VII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE OTHER PARTIES OR THEIR AFFILIATES, OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE OPERATION OF AREA A ASSETS, MATERIALS. IT BEING IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT AMS THE CEI PARTIES SHALL BE DEEMED TO BE OBTAINING THE AREA A INTEREST, CONTRACT RIGHTS AND THUS AN INTEREST IN THE AREA A ASSETS, THE AREA A COOA AND OTHER DIRECT AND INDIRECT RIGHTS RELATED TO THE SAME OMLS IN THEIR ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT THE XXXXXXXX PARTIES SHALL CAUSE HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AND EVALUATIONS, IN THE CASE OF THE CEI PARTIES, OF THE PSC, THE TRANSFERRED INTERESTS, AND THE OMLS AND IN THE CASE OF THE ALLIED PARTIES, OF THE CEI PARTIES’ AND THEIR SUBSIDIARIES’ BUSINESS, ASSETS AND LIABILITIES, AS THE XXXXXXXX SUCH PARTIES DEEM APPROPRIATE. The Parties agree that the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.