Common use of Disclaimer of Warranties and Representations Clause in Contracts

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 AND ARTICLE 7: (i) BUYER ACKNOWLEDGES AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES HAS MADE, AND SELLER AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTS; AND (ii) SELLER AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY AND ALL LIABILITY AND RESPONSIBILITY OF ANY SUCH PERSON FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON).

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND TO THE LIMITED FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DOCUMENTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ASID AND ITS SUPPLIER PROVIDE THE DOCUMENTS WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, AND EXPRESSLY SET FORTH IN ARTICLE 6 DISCLAIM, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ARTICLE 7: NON-INFRINGEMENT. ASID AND ITS SUPPLIER DO NOT WARRANT OR REPRESENT THAT (iA) BUYER ACKNOWLEDGES AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATESDOCUMENTS ARE CORRECT, REPRESENTATIVESACCURATE, CONSULTANTS, ADVISORS, OFFICERS, MANAGERSRELIABLE, OR EMPLOYEES HAS MADE, THAT THEY WILL MEET YOUR REQUIREMENTS; (B) THAT YOUR RESULTS FROM YOUR USE OF THE DOCUMENTS WILL BE SATISFACTORY TO YOU OR MEET YOUR EXPECTATIONS; OR (C) THAT THIS WEBSITE OR THE DOCUMENTS WILL BE AVAILABLE ON AN UNINTERRUPTED OR SECURE BASIS. YOUR USE OF THIS WEBSITE AND/OR THE DOCUMENTS IS AT YOUR OWN DISCRETION AND SELLER AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS AT YOUR OWN BEHALF AND ON BEHALF OF ITS AFFILIATES RISK. ASID AND ITS AND THEIR RESPECTIVESUPPLIER DO NOT WARRANT THAT THIS WEBSITE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERSTHE SERVER, OR EMPLOYEES)THE DOCUMENTS ARE SECURE, AND BUYER EXPRESSLY WAIVESFREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ANY REPRESENTATION OR WARRANTYTHAT DEFECTS WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, EXPRESSREPAIR, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE WITH RESPECT CORRECTION DUE TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES YOUR USE OF THE COMPANY WEBSITE AND/OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTS; AND (ii) SELLER AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES DOCUMENTS. ASID AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, SUPPLIER SHALL HAVE NO RESPONSIBILITY OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY AND ALL LIABILITY AND RESPONSIBILITY OF ANY SUCH PERSON FOR ANY REPRESENTATION, WARRANTY, STATEMENT DAMAGE TO YOUR COMPUTER SYSTEM OR INFORMATION WITH RESPECT TO LOSS OF DATA THAT RESULTS FROM THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES DOWNLOAD OF THE COMPANY DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED BY YOUR USE OF THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)WEBSITE.

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND CUSTOMER ACKNOWLEDGES THAT ALL AED PRODUCT PURCHASES UNDER THIS AGREEMENT WILL BE SUBJECT TO THE WARRANTY PROVIDED BY THE MANUFACTURER OF THE AED PRODUCT AND NOT CINTAS. CUSTOMER ACKNOWLEDGES THAT CINTAS MAKES NO WARRANTY, REPRESENTATION, COVENANT OR GUARANTEE, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SALE OF THE GOODS AND/OR SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING (BUT NOT LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 AND ARTICLE 7: (iTO) BUYER ACKNOWLEDGES AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATESANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO MODIFICATION, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERSWAIVER, OR EMPLOYEES HAS MADEAMENDMENT OF THIS DISCLAIMER SHALL BE DEEMED EFFECTIVE UNLESSMADE IN A WRITING DRAFTED BYCINTASFOR THIS EXPRESS PURPOSETHATIS (I) SIGNED BY CINTAS, AND SELLER AND (II) EXPLICITLY USES THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES TERM “WARRANTY” IN ITS TITLE, (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY III) SPECIFICALLY REFERENCES THIS AGREEMENT AND THE RELATED AGREEMENTSAGREEMENT; AND (iiIV) SELLER EXPLICITLY AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF UNAMBIGUOUSLY DESCRIBES WHAT ADDITIONAL WARRANTY(IES) ARE BEING OFFERED TO CUSTOMER PURSUANT TO THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT THIS EXPLICITLY EXCLUDES ANY OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVECINTAS’S SALES MATERIALS, REPRESENTATIVESCIRCULARS, CONSULTANTS, ADVISORS, OFFICERS, MANAGERSWEBSITES, OR EMPLOYEES)OTHER ADVERTISING MATERIALS OF ANY TYPE FROM CREATING ANY WARRANTIES UNDER THIS AGREEMENT, AND BUYER EXPRESSLY WAIVES, ANY CUSTOMER REPRESENTS AND ALL LIABILITY AND RESPONSIBILITY OF WARRANTS THAT IT IS NOT RELYING UPON ANY SUCH PERSON MATERIALS FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)PURPOSE.

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND NOTWITHSTANDING ANYTHING TO THE LIMITED EXTENT CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT EECI IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH GIVEN IN ARTICLE 6 THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND ARTICLE 7: (i) BUYER ACKNOWLEDGES WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATESWARRANTIES OF EECI CONTAINED IN THIS AGREEMENT, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES HAS MADE, AND SELLER AND THE COMPANY EECI HEREBY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON OR CIVIL LAW, BY STATUTE OR OTHERWISE OTHERWISE, RELATING OR WITH RESPECT TO THE COMPANY(A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THE OIL & GAS ASSETS AND OTHER PROPERTIES OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (B) ANY INFRINGEMENT BY EECI, ANY OF ITS AFFILIATES OR ANY OF THE COMPANY GROUP OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, (C) ANY ENVIRONMENTAL MATTERS (INCLUDING ANY ENVIRONMENTAL CONDITION), (D) THE TRANSACTIONS CONTEMPLATED BY ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, DATA AND INTERPRETATIONS NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO MLP IN CONNECTION WITH THIS AGREEMENT AND THE RELATED AGREEMENTS; BY EECI, ANY AFFILIATE OF EECI, ANY OF COMPANY GROUP OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF SUCH PERSONS, AND (iiE) SELLER AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY AND ALL LIABILITY AND RESPONSIBILITY OF ANY SUCH PERSON FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES 'S OR ANY OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) SUBSIDIARIES' TITLE TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)THE ASSETS.

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND NOTWITHSTANDING ANYTHING CONTAINED TO THE LIMITED EXTENT CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON OR CIVIL LAW, BY STATUTE OR OTHERWISE, RELATING OR WITH RESPECT TO (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (B) ANY INFRINGEMENT BY SELLER OR ANY OF ITS AFFILIATES OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, (C) ANY ENVIRONMENTAL MATTERS (INCLUDING ANY ENVIRONMENTAL CONDITION) AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER'S SOLE REMEDY FOR ANY ENVIRONMENTAL MATTER (INCLUDING ANY ENVIRONMENTAL DEFECT OR ENVIRONMENTAL CONDITION) WITH RESPECT TO ANY OF THE ASSETS SHALL BE PURSUANT TO THE PROCEDURES SET FORTH IN ARTICLE 7 AND IN SECTION 15.2 WITH RESPECT TO ANY SELLER ENVIRONMENTAL OBLIGATIONS, (D) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, DATA AND INTERPRETATIONS NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT BY SELLER , ANY AFFILIATE OF SELLER OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF SELLER OR ANY AFFILIATE OF SELLER (COLLECTIVELY, A "SELLER SOURCE"); INCLUDING ANY PRICING ASSUMPTIONS, POTENTIAL FOR PRODUCTION OF OIL, GAS OR OTHER HYDROCARBONS FROM THE CONTRACT INTERESTS, PROJECTED DEVELOPMENT COSTS, PROJECTED PLUGGING AND ABANDONMENT COSTS, OR ANY MATTERS WHICH MAY BE CONTAINED IN OR RELATED TO ANY RESERVE REPORT; ANY ACQUIRED OR LICENSED DATA OR ANY INTERPRETATIONS THEREOF; (E) THE COMPANY'S TITLE TO ANY OF THE ASSETS AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER'S SOLE REMEDY FOR ANY DEFECT OF TITLE, INCLUDING ANY CONTRACT DEFECT, WITH RESPECT TO ANY OF THE ASSETS SHALL BE PURSUANT TO THE PROCEDURES SET FORTH IN ARTICLE 6 AND ARTICLE 7: (i) INCLUDING ANY RIGHT OF BUYER ACKNOWLEDGES AND AGREES NEITHER SELLER NOR TO ADJUST THE COMPANY NOR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES HAS MADE, AND SELLER AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS OWN BEHALF AND ON BEHALF PURCHASE PRICE BY OPERATION OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEESSECTION 6.1), AND BUYER EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE WITH RESPECT TO (F) THE COMPANY, THE OIL & GAS ASSETS PLUGGING AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTSABANDONMENT OBLIGATIONS; AND (iiII) NEGATES ANY RIGHTS OF BUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY BUYER FOR DAMAGES BECAUSE OF LATENT OR HIDDEN VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF SELLER AND BUYER THAT THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF ASSETS ARE TO BE ACCEPTED BY BUYER IN THEIR PRESENT CONDITION AND ON BEHALF STATE OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY AND ALL LIABILITY AND RESPONSIBILITY OF ANY SUCH PERSON FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)REPAIR.

Disclaimer of Warranties and Representations. (a) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 SECTION 7 HEREOF, APL HAS NOT MADE AND ARTICLE 7: DOES NOT MAKE (i) BUYER ACKNOWLEDGES NOR SHALL APL BE DEEMED TO HAVE MADE OR TO MAKE BY VIRTUE OF THE SALE OF THE VESSELS AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, VESSEL ASSETS TO MATSON OR EMPLOYEES HAS MADE, AND SELLER AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, ANY OTHER FACT OR EMPLOYEESCIRCUMSTANCE WHATSOEVER), AND BUYER EXPRESSLY WAIVES, TO MATSON OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES ANY OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTS; AND (ii) SELLER AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERSVESSELS, OR EMPLOYEES)ANY OF THE VESSEL ASSETS OR ANY OF THE SOFTWARE AND INTELLECTUAL PROPERTY DESCRIBED IN SCHEDULE 1(A) ATTACHED HERETO, INCLUDING, WITHOUT LIMITATION, ANY ------------- REPRESENTATIONS OR WARRANTIES OF TITLE, DESIGN, CONDITION, QUALITY, SEAWORTHINESS, MERCHANTABILITY, WORKMANSHIP, SUITABILITY OR FITNESS OR ELIGIBILITY FOR ANY TRADE OR VOYAGE OR FOR ANY OTHER USE OR PURPOSE, ALL OF WHICH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY EXCLUDED. THERE ARE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OF APL WITH RESPECT TO ANY OF THE VESSELS, OR ANY OF THE VESSEL ASSETS OR ANY OF THE SOFTWARE OR INTELLECTUAL PROPERTY DESCRIBED IN SCHEDULE 1(A) ATTACHED HERETO, OTHER THAN THE ------------- REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 7 HEREOF, WHICH REPRESENTATIONS AND WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF APL WITH RESPECT TO ANY OF THE VESSELS OR ANY OF THE VESSEL ASSETS, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 7 HEREOF, MATSON SHALL PURCHASE AND ACCEPT ALL OF THE VESSELS, ALL OF THE SOFTWARE AND INTELLECTUAL PROPERTY DESCRIBED IN SCHEDULE 1(A) ATTACHED HERETO AND ALL OF THE ------------- VESSEL ASSETS AS IS, WHERE IS AND WITH ALL FAULTS AND DEFECTS, WHETHER PATENT OR LATENT, AND BUYER EXPRESSLY WAIVESWITHOUT RECOURSE TO APL ON ACCOUNT OF ANY LOSS, DAMAGE OR INJURY SUFFERED OR SUSTAINED BY MATSON OR ANY AND ALL LIABILITY AND RESPONSIBILITY OTHER PERSON ON ACCOUNT OF ANY SUCH PERSON FOR FAULT OR DEFECT WHETHER ON ANY REPRESENTATIONTHEORY OF NEGLIGENCE, STRICT LIABILITY, UNSEAWORTHINESS, BREACH OF CONTRACT OR EXPRESS OR IMPLIED WARRANTY, STATEMENT ON WHICH ANY SUCH RECOURSE MIGHT OTHERWISE BE PURSUED. NOTHING IN THIS SECTION 8 SHALL LIMIT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES ALTER ANY OF THE COMPANY RIGHTS OF APL OR MATSON UNDER SECTION 8 OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)GUAM ASSET PURCHASE AGREEMENT.

Disclaimer of Warranties and Representations. 10.1. Except as expressly set forth in Section 2.3, and subject to Article 11, each of Buyer and the Acquired Entities acknowledges and agrees that the Services are provided “AS IS”, that Buyer and the Acquired Entities assume all risks and liabilities arising from or relating to the use of and reliance upon the Services, and that Seller (aon behalf of itself, the Seller Affiliates and their Subcontractors) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE 6 AND ARTICLE 7: makes no representation or warranty with respect thereto and each of Buyer, the Acquired Entities and their respective Affiliates acknowledge that it has not relied on any such representation or warranty. SELLER (i) BUYER ACKNOWLEDGES AND AGREES NEITHER SELLER NOR THE COMPANY NOR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES HAS MADE, AND SELLER AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES (ON ITS OWN BEHALF AND ON BEHALF OF ITS ITSELF, THE SELLER AFFILIATES AND ITS THEIR SUBCONTRACTORS) HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND THEIR RESPECTIVECONDITIONS REGARDING THE SERVICES, REPRESENTATIVESWHETHER EXPRESS OR IMPLIED OR STATUTORY, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, INCLUDING ANY REPRESENTATION OR WARRANTYWARRANTY IN REGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE, OR REGARDING THE CONDITION, DESIGN OR WORKMANSHIP OF THE SERVICES OR THAT THE SERVICES SHALL BE FREE FROM DEFECTS OR IMPERFECTIONS, REGARDLESS OF WHETHER SUCH REPRESENTATION OR WARRANTY IS ORAL OR WRITTEN, EXPRESS, IMPLIEDIMPLIED OR STATUTORY OR ALLEGEDLY ARISING FROM ANY USAGE OR FROM ANY COURSE OF DEALING AND SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AT COMMON BUYER AND THE ACQUIRED ENTITIES SHALL BE SOLELY RESPONSIBLE FOR THEIR COMPLIANCE WITH APPLICABLE LAW, BY STATUTE OR OTHERWISE WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY NOTHING IN THIS AGREEMENT AND SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY SELLER THAT THE RELATED AGREEMENTS; AND (ii) SELLER AND THE COMPANY EXPRESSLY DISCLAIM (EACH ON ITS BEHALF AND ON BEHALF SERVICES COMPLY WITH OR ARE SUFFICIENT TO SATISFY ANY OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES), AND BUYER EXPRESSLY WAIVES, ANY AND ALL LIABILITY AND RESPONSIBILITY OF ANY SUCH PERSON FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION WITH RESPECT TO THE COMPANY, THE OIL & GAS ASSETS AND OTHER PROPERTIES OF THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER BUYER’S OR ANY OF ITS RESPECTIVE AFFILIATES, REPRESENTATIVES, CONSULTANTS, ADVISORS, OFFICERS, MANAGERS, OR EMPLOYEES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PERSON)ACQUIRED ENTITY’S OBLIGATIONS UNDER APPLICABLE LAW.