Common use of Condition of the Assets Clause in Contracts

Condition of the Assets. Subject to Section 3.3(b) and the representations and warranties in Section 5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing, Buyer specifically assumes the environmental risk and environmental condition of the Assets and the physical condition of any equipment or personal property included as part of the Assets and shall inspect the Assets prior to Closing, or if such right of inspection is not exercised, shall be deemed to have waived such right. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Obligations, the generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard to the Assets actually conveyed to Buyer, Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY.

Condition of the Assets. Subject Buyer has conducted all due diligence that Buyer deems necessary or desirable with respect to Section 3.3(b) the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations and warranties of Seller specifically set forth in Section 5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing3 hereof, Buyer specifically assumes the environmental risk and environmental condition of will rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any equipment Hazardous Substances on, in, under or personal property included as part near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the Assets and shall inspect the Assets prior to Closinglimited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or if such right any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of inspection the Agreement Date, Buyer is not exercisedaware of any events, shall be deemed to have waived such right. Buyer stipulates that any such inspectionfacts or circumstances which, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Obligations, the generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard to the Assets actually conveyed to Buyer, Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of individually or in connection withthe aggregate, have or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTYwould have a Material Adverse Effect.

Condition of the Assets. Subject The Buyer has conducted all due ----------------------- diligence that the Buyer deems necessary or desirable with respect to Section 3.3(b) the Acquired Assets, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations and warranties in Section 5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing, Buyer specifically assumes the environmental risk and environmental condition of the Sellers specifically set forth in this Agreement, the Buyer will rely solely upon such due diligence in acquiring the Acquired Assets and in assuming the physical condition of any equipment or personal property included as part Assumed Obligations. Without limiting the generality of the Assets foregoing, the Buyer acknowledges that the Sellers make and shall inspect the Assets prior to Closingwill make no representation or warranty concerning environmental conditions heretofore, now or if such right of inspection is not exercised, shall be deemed to have waived such right. Buyer stipulates that any such inspection, if made, shall cover but not be limited hereafter existing on properties adjoining or proximate to the physical and environmental condition, both surface and subsurface, of the Acquired Assets. It is expressly recognized by Buyer that Notwithstanding anything to the lands, along with the facilities and equipment located thereon, having been used contrary in this Agreement or any warranty deed or other document executed in connection with oilthe transactions contemplated hereby, gas it is expressly understood and water production, treatment, storage agreed that the Buyer is acquiring the Acquired Assets "AS IS," "WHERE IS" and disposal activities"WITH ALL FAULTS", and may contain NORMthat the Sellers have not made and do not and will not make any representations or warranties, asbestos and express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Acquired Assets, or any other hazardous substances as a result of these operations. Following matter or thing affecting or relating to the ClosingAcquired Assets, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Assumed Obligations, or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the generationAcquired Assets, formationassume the Assumed Obligations or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in this Agreement. The Sellers are not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or presence of NORMany promises, asbestos statements, representations or information pertaining to the Acquired Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other hazardous substances in Person representing or on purporting to represent the Assets shall be Sellers. As of the sole responsibility date of Buyerthis Agreement, and upon Closingthe Buyer is not aware of any events, with regard to the Assets actually conveyed to Buyerfacts or circumstances which, Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of individually or in connection withthe aggregate, have or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTYwould have a Material Adverse Effect.

Condition of the Assets. Subject (a) Buyer and its Representatives have made all inspections and investigations relating to Section 3.3(bthe Assets deemed necessary or desirable by Buyer. Buyer acknowledges and agrees that (i) it is purchasing the Assets based on the results of such inspections and investigations and the representations and warranties set forth in Section 5.1(j) and 5.1(v) above3.1, and other than Retained Obligations, upon the Closing, Buyer specifically assumes the environmental risk and environmental condition not on any representation or warranty of the Assets and the physical condition Seller or any of any equipment or personal property included as part of the Assets and shall inspect the Assets prior to Closing, or if such right of inspection is its Affiliates not exercised, shall be deemed to have waived such right. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used set forth in connection with oil, gas and water production, treatment, storage and disposal activitiesSection 3.1, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and (ii) subject to Section 3.3(b) 3.1, the Assets are sold “as is, where is” and Buyer accepts the Assets in the condition they are in on the Effective Date. In light of such inspections and investigations, and the representations and warranties expressly made to Buyer by Seller in this Section 3.1, BUYER AGREES THAT SUCH REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF, AND BUYER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims Buyer may have for breach of representation or warranty under this Agreement will be based solely on the representations and warranties of Seller expressly set forth in Section 5.1(j)(iii3.1. (c) aboveBuyer further acknowledges and agrees that neither Seller nor any of its Affiliates has made any representation, warranty or statement, express or implied, regarding Seller, any of its Affiliates or the Assets not expressly set forth in Section 3.1 upon which Buyer has relied in executing this Agreement, and other than Retained Obligationsneither Seller nor any of its Affiliates will have, or be subject to, any liability to Buyer resulting from the distribution to Buyer or its Representatives, or Buyer’s use of, any such representation, warranty or statement. (d) Without limiting the foregoing or any representation or warranty set forth in Section 3.1, Buyer acknowledges and agrees that (i) it may have received from Seller various estimates, assumptions, projections, forecasts and plans regarding the Assets (collectively, the generation“Forward-Looking Statements”) in connection with Buyer’s investigation of the Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Buyer is familiar with such uncertainties; (iv) Buyer is taking full responsibility for making its own investigation, formation, or presence examination and valuation of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of BuyerAssets, and upon Closinghas employed outside professionals to assist with such investigation, examination and valuation; (v) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; and (vi) Buyer is not relying on any Forward-Looking Statement in any manner whatsoever; and (vii) Buyer has no claim against Seller or any of its Affiliates with regard respect to the Assets actually conveyed foregoing. Buyer further acknowledges and agrees that Seller makes no representation or warranty hereunder with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials or any supplemental due diligence information provided or made available to Buyer, Buyer and all future assignees and successors any of Buyer shall defendBuyer’s discussions with management regarding the Assets, indemnify and hold Seller Parties harmless from and against any and all Claims negotiations leading to this Agreement, or any other circumstance. Notwithstanding anything to the contrary in this Section 4.3, this Section 4.3 does not limit in any way arising from, out the representations and warranties of or Seller set forth in connection with, or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTYSection 3.1.

Condition of the Assets. Subject Company has conducted all due diligence ------------------------ that Company deems necessary or desirable with respect to Section 3.3(b) the Assets, the Assumed Debt, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations and warranties of Transferor specifically set forth in Section 5.1(j) and 5.1(v) above3 hereof, and other than Retained Obligations, Company will rely solely upon the Closing, Buyer specifically assumes the environmental risk and environmental condition of such due diligence in - acquiring the Assets and in assuming the physical condition of any equipment or personal property included as part Assumed Liabilities. Without limiting the generality of the Assets foregoing, Company acknowledges that Transferor makes and shall inspect will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Company is acquiring the Assets prior to Closing"AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Transferor has not made and does not and will not make any representations or if such right of inspection is not exercisedwarranties, shall be deemed to have waived such right. Buyer stipulates that express or implied, including any such inspection, if made, shall cover but not be limited with respect to the quality, physical and environmental condition, both surface and subsurfaceexpenses, legal status, zoning, value, utility or development or operating potential of the Assets. It is expressly recognized by Buyer that , or the landsabsence of any Hazardous Materials on, along with in, under or near the facilities Assets, or any other matter or thing affecting or relating to the Assets, the Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and equipment located thereonenter into this Agreement, having been used except, in connection with oileach case, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result to the extent of these operations. Following the Closing, and subject to Section 3.3(b) and the limited representations and warranties set forth in Section 5.1(j)(iii) above3 hereof. - Transferor is not liable or bound in any manner by any warranties, and other than Retained Obligationseither expressed or implied, the generation, formationguaranties, or presence of NORMany promises, asbestos statements, representations or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard information pertaining to the Assets actually conveyed or to Buyerthe value thereof made or furnished by any broker or any real estate agent, Buyer and all future assignees and successors employee, servant or other Person representing or purporting to represent Transferor. As of Buyer shall defendthe Agreement Date, indemnify and hold Seller Parties harmless from and against Company is not aware of any and all Claims in any way arising fromevents, out of facts or circumstances which, individually or in connection withthe aggregate, have or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTYwould have a Material Adverse Effect.

Condition of the Assets. Subject Buyer has conducted all due diligence ------------------------ that Buyer deems necessary or desirable with respect to Section 3.3(b) the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations and warranties of Seller specifically set forth in Section 5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing3 hereof, Buyer specifically assumes the environmental risk and environmental condition of will - rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any equipment Hazardous Substances on, in, under or personal property included as part near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the Assets and shall inspect the Assets prior to Closinglimited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either - expressed or implied, guaranties, or if such right any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of inspection the Agreement Date, Buyer is not exercisedaware of any events, shall be deemed to have waived such right. Buyer stipulates that any such inspectionfacts or circumstances which, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Obligations, the generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard to the Assets actually conveyed to Buyer, Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of individually or in connection withthe aggregate, have or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTYwould have a Material Adverse Effect.