Common use of Certain Disclaimers Clause in Contracts

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Interests, the Assumed Obligations, except as expressly set forth in this Purchase Agreement or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 6.1 and 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither none of Seller, any of the other members of the Seller nor Group or any other Person has made any representation or warranty, express or implied, at law Law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Company Interests, the Pipeline System, the Companies or the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents Exhibits and agreements executed and delivered at the Closing in connection with the transactions contemplated herebySchedules hereto, and Buyer further agrees that neither none of Seller, any of the other members of the Seller nor Group or any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of the Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations the Due Diligence Materials or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information;, and Buyer Group irrevocably waives any and all Losses it may have against any member of the Seller Group associated with the same. (b) Buyer expressly acknowledges (i) the disclaimers of Sellerthe Seller Group, including those set forth in Sections 6.1 Section 6.1, Section 6.2 and Section 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by the Seller Group to the Buyer Group, including management presentations any such information, document or material made available to the Buyer Group in the Due Diligence Materials or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecastsother forecasts and plans) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any other member of the Seller Group makes no any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecastsother forecasts and plans). , and Buyer acknowledges that it has had sufficient opportunity is not relying on any such information, and the Buyer Group irrevocably waives any and all Losses it may have against any member of the Seller Group associated with the same. (c) Notwithstanding anything to make whatever investigation the contrary in this ARTICLE VI, Buyer does not waive any claim it has deemed necessary may have against Seller for intentional fraud, in the event Seller is finally determined by a court of competent jurisdiction to have willfully and advisable for purposes of determining whether or not to enter into this Purchase Agreementknowingly committed fraud against Buyer.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller Seller, nor any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Interests, Purchased Assets or the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents Exhibits and agreements executed and delivered at the Closing in connection with the transactions contemplated herebySchedules hereto, and Buyer further agrees that neither Seller Seller, nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer GroupBuyer, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, and any information, document or material made available to Buyer, including certain “data rooms” (including electronic “data rooms”), management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information;; and (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 6.1 5.1, 5.2 and 6.3(a5.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by the Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such informationBuyer, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any of Seller’s Affiliates makes no any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor Notwithstanding any other Person has made term herein or any representation or warrantyother limitation herein, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Interests, the Assumed Obligations, except other than as expressly set forth made by Sellers in Article 3 or elsewhere in this Purchase Agreement Agreement, Sellers have not made (and no Person on behalf of Sellers has made), nor will Sellers (or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall Person) have or be subject to any liability Liability arising out of, relating to or resulting from, any representation or warranty or similar assurance (whether direct or indirect, written or oral, or statutory, express or implied), including in each case regarding (a) any information or document given or made available (or not given or made available) to Buyer or any Person on Buyer’s behalf regarding the Equity Interests or the Transferred Entities (including any financial information provided in Buyer’s due diligence of the Transferred Entities or in or referred to in any other Person resulting from confidential information memorandum) or (b) the distribution to Buyer and the other members effect of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreementherein on the Transferred Entities or the business of Buyer or the reaction thereto of any Person. Buyer hereby (on its own behalf and on behalf of its Affiliates) expressly assumes all risks arising out of, relating to or resulting from, and Buyer acknowledges it is not relying (on any such information;its own behalf and on behalf of its Affiliates) hereby disclaims all reliance upon, the matters in the immediately preceding sentence (other than as expressly made by Sellers in Article 3 or elsewhere in this Agreement). EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, SELLERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY RELATING TO THE EQUITY INTERESTS OR THE TRANSFERRED ENTITIES OR ANY ASSET (TANGIBLE, INTANGIBLE OR MIXED) OF ANY TRANSFERRED ENTITY, INCLUDING IMPLIED WARRANTIES OF FITNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (OR SIMILAR IMPLIED WARRANTIES UNDER APPLICABLE LAW). (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 6.1 and 6.3(a) above, and (ii) that there are uncertainties inherent in Notwithstanding any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations term herein or any other form limitation herein, other than as expressly made by Buyer in expectation Article 4 or elsewhere in this Agreement, Buyer has not made (and no Person on behalf of Buyer has made), nor will Buyer (or any other Person) have or be subject to any Liability arising out of, relating to or resulting from, any representation or warranty or similar assurance (whether direct or indirect, written or oral, or statutory, express or implied), including in each case regarding (a) any information or document given or made available (or not given or made available) to Sellers or any Person on Sellers’ behalf regarding the subject matter hereof or (b) the effect of any of the transactions contemplated by this Purchase Agreementherein on the Transferred Entities or the business of Buyer or the reaction thereto of any Person. Sellers hereby (on their own behalf and on behalf of their Affiliates) expressly assume all risks arising out of, relating to or resulting from, and Sellers (on their own behalf and on behalf of their Affiliates) hereby disclaims all reliance upon, the matters in the immediately preceding sentence (other than as expressly made by Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by Article 4 or elsewhere in this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase AgreementEXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, BUYER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY RELATING TO THE ADEQUACY OR SUFFICIENCY OF THE PURCHASE PRICE AND ANY OTHER CONSIDERATION TO SELLERS HEREUNDER (OR SIMILAR IMPLIED WARRANTIES UNDER APPLICABLE LAW).

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Sellerthe Purchased Assets, the Lucerne InterestsJoint Basin Shares, Joint Basin Corporation, the assets of Joint Basin Corporation, or the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents Exhibits and agreements executed and delivered at the Closing in connection with the transactions contemplated herebySchedules hereto, and Buyer further agrees that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, including the confidential information memoranda for the Purchased Assets dated November 2010 (the “Initial Bid Package”), and any information, document or material made available to BuyerBuyer in certain data rooms (including electronic data rooms), including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information;; and (b) Buyer expressly acknowledges (i) the disclaimers of Sellerthe BP Group, including those set forth in Sections 6.1 5.1, 5.2 and 6.3(a5.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller the BP Group to Buyer Group, including any such information contained in the Initial Bid Package and any information, document or material made available to Buyer Group in certain data rooms (including electronic data rooms), management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any other member of the BP Group makes no any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN THE CERTIFICATE OF PURCHASER TO BE DELIVERED PURSUANT TO SECTION 6.4, (I) PURCHASER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, OR IMPLIED WITH RESPECT TO PURCHASER, AND (II) PURCHASER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO SELLER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS, OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO SELLER OR ANY OF ITS DIRECT OR INDIRECT EQUITY HOLDERS BY PURCHASER OR ANY OF ITS EMPLOYEES, AGENTS, CONSULTANTS, OR REPRESENTATIVES). (b) Purchaser has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Crestwood Entities and, in making its determination to proceed with the Transactions, Purchaser has relied solely upon (i) the representations and warranties of Seller nor in Article III and the certificate of Seller delivered pursuant to Section 6.4, and (ii) the results of its own independent investigation. Except for the representations and warranties of Seller in Article III and the certificate of Seller delivered pursuant to Section 6.4, (x) Seller is not making, and Purchaser has not and will not rely upon, any other Person has made any representation statements, representations or warrantywarranties whatsoever, express or implied, at law with respect to the Crestwood Entities or in equitytheir respective businesses, as assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Seller, the Lucerne Interests, the Assumed Obligations, except as expressly set forth in this Purchase Agreement Crestwood Entities furnished or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations Purchaser or its Representatives in any other form in expectation of, or in connection with, the Transactions, or in respect of the transactions contemplated by this Purchase Agreementany other matter or thing whatsoever, and Buyer acknowledges it is (y) neither Seller nor any stockholder, officer, member, manager, agent, representative, or employee of Seller or any of its Affiliates has any authority, express or implied, to make any representations, warranties, or agreements not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those specifically set forth in Sections 6.1 Article III of this Agreement or in the certificate of Seller delivered pursuant to Section 6.4 and 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller subject to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreementlimited remedies herein provided.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor any other Person has made any Nothing contained in this Agreement shall be construed as (i) a warranty or representation or warranty, express or implied, at law or in equity, by either party as to the accuracy validity or completeness scope of any information regarding SellerPatents; or (ii) a warranty or representation that any manufacture, the Lucerne Interestssale, the Assumed Obligationslease, except as expressly set forth in this Purchase Agreement use, or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated herebyother disposition hereunder will be free from infringement of Patents other than those under which, and Buyer further agrees to the extent to which, licenses are granted hereunder; or (iii) a warranty or representation that neither Seller nor any product can be manufactured without infringing the patents or other Person proprietary rights of third parties; or (iv) an agreement to bring or prosecute actions or suits against third parties for infringement or conferring any right to bring or prosecute actions or suits against third parties for infringement; or (v) conferring any right to use in advertising, publicity, or otherwise, any trademark, trade name or name or any contraction, abbreviation or simulation thereof, of either party (provided, however, that PI may identify MEC as a foundry and second source for PI's products); or (vi) conferring Confidential *** IDENTIFIES REDACTED MATERIAL WHICH HAS BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by implication, estoppel or otherwise upon any party licensed hereunder, any license or other right under any Patent or other right except the licenses and rights expressly granted hereunder; or (vii) a warranty that one party shall have or be subject able to make successfully any liability to Buyer or to any other Person resulting from the distribution to Buyer and products using the other members party's technical information; or (viii) that the receiving party will be able to use the technology without infringing patents or other rights of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information;third parties. (b) Buyer expressly acknowledges (i) the disclaimers of SellerEXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, including those set forth in Sections 6.1 and 6.3(a) aboveNEITHER PARTY MAKES ANY WARRANTY AS TO THE ACCURACY, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.SUFFICIENCY OR SUITABILITY FOR THE OTHER PARTY'S USE OF ANY TECHNICAL INFORMATION OR ASSISTANCE PROVIDED HEREUNDER; NOR FOR THE QUALITY OF ANY PRODUCT OR PROCESS MADE HEREUNDER..

Certain Disclaimers. Except as otherwise expressly set forth Notwithstanding anything in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Interests, the Assumed Obligationscontrary, except as expressly set forth made by Seller in this Purchase Agreement ARTICLE III, Seller has not made (and no Person on behalf of Seller has made), nor will Seller or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall its Affiliates or representatives have or be subject to any liability Liability arising out of, relating to Buyer or to resulting from, any other Person resulting from the distribution to Buyer and the other members of Buyer Grouprepresentation or warranty or similar assurance (whether direct or indirect, written or oral, or its statutory, express or their use ofimplied), and in each case regarding the physical condition or suitability of any asset of the Company, all of which are otherwise being accepted by Buyer agrees “AS IS AND WHERE IS.” EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT OR IN ANY ANCILLARY DOCUMENT, SELLER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY RELATING TO ANY ASSET (TANGIBLE, INTANGIBLE OR MIXED) OF SELLER, INCLUDING IMPLIED WARRANTIES OF FITNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that it shall be deemed to and its Affiliates and representatives may have not relied for any purpose onreceived certain estimates, any such informationbudgets, document or material made available to Buyerforecasts, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreementplans and financial projections (collectively, and Buyer acknowledges it is not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 6.1 and 6.3(a) above, and (ii) that there “Forward Looking Statements”). There are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase AgreementForward Looking Statements, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that uncertainties. Buyer takes is taking full responsibility for making its own evaluation of of, and hereby assumes all risks regarding, the adequacy and accuracy of any such estimates, projections all Forward Looking Statements (and all other forecasts information) provided to Buyer and plans its Affiliates and representatives (including the reasonableness of the any assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecastsinformation). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. (a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 3, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. (b) THE SELLER ACKNOWLEDGES THAT EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 4 OR ARTICLE 5, THERE ARE NO REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, BY PURCHASER. (c) FOR PURPOSES OF CLARITY, NOTHING IN THIS SECTION 3.13 IS INTENDED TO LIMIT THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY IN ANOTHER WRITTEN AGREEMENT EXECUTED BY SUCH PARTY IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION THE TRANSFER DOCUMENTS. (d) Non-Reliance: Except as otherwise expressly set forth in this Purchase Agreement Article 3 (and the instrumentsrelated portions of Seller’s Disclosure Schedules and Exhibits expressly referenced in Article 3), documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor any other Person has made any representation or warranty, warranty (express or implied, at law or in equity, ) of any kind (including as to the accuracy or completeness completeness) on behalf of Seller or its Affiliates with respect to the Purchased Assets, Seller, its Affiliates or their respective operations and/or any matter relating thereto and Purchaser hereby expressly disclaims reliance on any representation or warranty (express or implied) of any information regarding Seller, the Lucerne Interests, the Assumed Obligations, kind (including as to accuracy or completeness) except as for those representations and warranties expressly set forth in this Purchase Agreement or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer Article 3 (and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers related portions of Seller’s Disclosure Schedules and Exhibits expressly referenced in Article 3). Purchaser acknowledges and agrees that, including those set forth in Sections 6.1 and 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not decision to enter into this Purchase Agreement, Purchaser is relying exclusively on (A) its own independent investigation, inspection, examination, review, analysis and determination, and (B) the representations and warranties expressly set forth in Article 3 (and the related portions of Seller’s Disclosure Schedules and Exhibits expressly referenced in Article 3).

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne InterestsInland Shares, the Pipeline System, Inland or the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated herebyAgreement, and Buyer further agrees that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, including the confidential information memorandum for the Inland Shares, dated November 2010 (the “Initial Bid Package”), and any information, document or material made available to BuyerBuyer in data rooms (including electronic data rooms), including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers of Sellerthe BP Group, including those set forth in Sections 6.1 6.1, 6.2 and 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller the BP Group to Buyer Group, including any such information contained in the Initial Bid Package and any information, document or material made available to Buyer Group in data rooms (including electronic data rooms), management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any other member of the BP Group makes no any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne Interests, Purchased Assets or the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents Exhibits and agreements executed and delivered at the Closing in connection with the transactions contemplated herebySchedules hereto, and Buyer further agrees that neither Seller nor none of Seller, any of the other members of the BP Group or any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, including the confidential information memorandum for the Purchased Assets dated February 2010 (the “Initial Bid Package”), and any information, document or material made available to BuyerBuyer in certain data rooms (including electronic data rooms), including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information;; and (b) Buyer expressly acknowledges (i) the disclaimers of Sellerthe BP Group, including those set forth in Sections 6.1 5.1, 5.2 and 6.3(a5.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller the BP Group to Buyer Group, including any such information contained in the Initial Bid Package and any information, document or material made available to Buyer Group in certain data rooms (including electronic data rooms), management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, neither Seller nor any other member of the BP Group makes no any representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.

Certain Disclaimers. Except as otherwise expressly set forth in this Purchase Agreement and the instruments, documents and agreements referred to herein or executed in connection with the transactions contemplated hereby: (a) Buyer expressly acknowledges that neither Seller nor any other Person has made any representation or warranty, express or implied, at law or in equity, as to the accuracy or completeness of any information regarding Seller, the Lucerne LaSalle Interests, the Assumed ObligationsLiabilities, except as expressly set forth in this Purchase Agreement or in the documents and agreements executed and delivered at the Closing in connection with the transactions contemplated hereby, and Buyer further agrees that neither Seller nor any other Person shall have or be subject to any liability to Buyer or to any other Person resulting from the distribution to Buyer and the other members of Buyer Group, or its or their use of, and Buyer agrees that it shall be deemed to have not relied for any purpose on, any such information, document or material made available to Buyer, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information; (b) Buyer expressly acknowledges (i) the disclaimers of Seller, including those set forth in Sections 6.1 and 6.3(a) above, and (ii) that there are uncertainties inherent in any estimates, projections and other forecasts and plans provided by Seller to Buyer Group, including management presentations or any other form in expectation of the transactions contemplated by this Purchase Agreement, and Buyer acknowledges it is not relying on any such information, that Buyer is aware of and familiar with such uncertainties and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) in connection with the transactions contemplated by this Purchase Agreement. Accordingly, Seller makes no representations or warranties with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). Buyer acknowledges that it has had sufficient opportunity to make whatever investigation it has deemed necessary and advisable for purposes of determining whether or not to enter into this Purchase Agreement.