Common use of Environmental Disclaimers Clause in Contracts

Environmental Disclaimers. Purchaser acknowledges that the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and there may be petroleum, produced water, wastes, scale, NORM, hazardous substances, or other substances or materials located in, on, or under the Assets or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, NORM, or other hazardous substances. NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. NORM containing material or other wastes or hazardous substances may have come in contact with various environmental media, including water, soils, or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDER, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH IN SECTION 3.8, SECTION 3.16, SECTION 3.19, SELLERS DO NOT MAKE, SELLERS EXPRESSLY DISCLAIM, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.

Environmental Disclaimers. Purchaser acknowledges that (a) the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Assets or associated with the Assets. ; (b) Equipment and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDER, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH AS EXPRESSLY REPRESENTED OTHERWISE IN SECTION 3.83.14 AND SECTION 3.15 OR THE CERTIFICATE OF SELLER TO BE DELIVERED AT THE CLOSING PURSUANT TO SECTION 10.2(G), SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR (I) THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED, (II) ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, ATTRIBUTABLE TO ANY PERIODS OF TIME WHICH ANY MEMBER OF THE PURCHASER GROUP MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY WARRANTY OR REPRESENTATION OF ANY MEMBER OF THE SELLER GROUP, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS, OR (III) WHETHER SELLER OR ANY OF THE ASSETS (OR THE OWNERSHIP OR OPERATION THEREOF) ARE IN COMPLIANCE WITH ANY ENVIRONMENTAL LAW. SUBJECT TO PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3(B) FOR A BREACH OF SECTION 3.14 AND SECTION 3.15, AS OF CLOSING, (X) PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ), ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. AS OF CLOSING, NORM AND (Y) PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION TRANSACTION. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE ITS OWN INSPECTION OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATIONASSETS.

Environmental Disclaimers. Purchaser acknowledges that (a) the Gathering System and the other Assets have been used for exploration, development, production, gathering, gathering and transportation of oil and gas Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Gathering System or other Assets or associated with therewith; (b) the Assets. Equipment Gathering System and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, materials and other equipment comprising the Gathering System as scale, or in other forms. The xxxxx; (d) the pipelines, materials, materials and other equipment located on comprising the Assets or included in the Assets Gathering System may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, NORM and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.84.15 AND PURCHASER’S INDEMNITY RIGHTS UNDER SECTION 12.2(b)(i) WITH RESPECT TO BREACHES OF SECTION 4.15, SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD PIPELINE OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ), ITS RIGHT TO INSPECT, INSPECT THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING WITH RESPECT TO CONDITIONS SPECIFICALLY RELATING RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, ASBESTOS AND NORM. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION TRANSACTION. Section 6.3 Changes in Prices. PURCHASER ACKNOWLEDGES THAT IT SHALL ASSUME ALL RISK OF LOSS WITH RESPECT TO: (A) CHANGES IN COMMODITY OR PRODUCT PRICES AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE ANY OTHER MARKET FACTORS OR CONDITIONS FROM AND AFTER THE EFFECTIVE TIME; AND (B) DEPRECIATION OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S ANY ASSETS THROUGH ORDINARY WEAR AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATIONTEAR.

Environmental Disclaimers. Each Purchaser Party acknowledges that (a) the Assets have been used for exploration, development, production, gathering, gathering and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, asbestos-containing materials, scale, NORM, hazardous substances, Hazardous Substances or other substances or materials located in, on, on or under the Assets or associated with the Assets. Equipment and ; (b) the sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, materials and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, materials and equipment located on the Assets or included in the Assets may contain NORM NORM, asbestos and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, soils or sediment. Special sediment and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, transportation or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances from the AssetsNORM AND OTHER HAZARDOUS SUBSTANCES FROM THE ASSETS. NOTWITHSTANDING ANYTHING SUBJECT TO THE CONTRARY IN EXPRESS TERMS OF THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, INCLUDING ARTICLE 3, ARTICLE 4, ARTICLE 5, ARTICLE 13, AND THE CERTIFICATES OF EACH SELLER AND ITS APPLICABLE SUBJECT COMPANIES TO BE DELIVERED AT THE CLOSING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND ABSENT FRAUD, NONE OF ANY SELLER OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDER, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH IN SECTION 3.8, SECTION 3.16, SECTION 3.19, SELLERS DO NOT MAKE, SELLERS EXPRESSLY DISCLAIMSUBJECT COMPANY MAKES, AND EACH SELLER AND EACH SUBJECT COMPANY EXPRESSLY DISCLAIMS, AND EACH PURCHASER PARTY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR CONDITION, INCLUDING THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. AS OF CLOSING, EACH PURCHASER PARTY SHALL HAVE INSPECTED, OR INSPECTED AND WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, INSPECT THE ASSETS FOR ALL PURPOSESPURPOSES UNDER THIS AGREEMENT, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. EACH PURCHASER PARTY IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING, EACH PURCHASER PARTY HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS EACH PURCHASER PARTY HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATIONTRANSACTION.

Environmental Disclaimers. Purchaser acknowledges that (a) the Assets and Pxxxx Assets have been used for exploration, development, production, gathering, gathering and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, asbestos-containing materials, scale, NORM, hazardous substances, Hazardous Substances or other substances or materials located in, on, on or under the Assets and Pxxxx Assets or associated with the Assets. Equipment and ; (b) the sites included in the Assets and Pxxxx Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxxwxxxx, pipelines, materials, materials and equipment as scale, or in other forms. The xxxxx; (d) the wxxxx, materials, materials and equipment located on the Assets or Pxxxx Assets or included in the Assets or Pxxxx Assets may contain NORM NORM, asbestos and other wastes or hazardous substances. NORM Hazardous Substances; (e) NORM-containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, soils or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, transportation or disposal of environmental media, wastes, asbestos, NORM, NORM and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS AS EXPRESSLY SET FORTH IN SECTION 3.8‎SECTION 5.17, SECTION 3.16NONE OF ANY SELLER OR COMPANY MAKES, SECTION 3.19, SELLERS DO NOT MAKE, SELLERS AND EACH SELLER AND COMPANY EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR CONDITION, INCLUDING THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS OR PXXXX ASSETS IN QUANTITIES TYPICAL ALLOWED UNDER APPLICABLE LAW FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS AND PXXXX ASSETS ARE LOCATED. AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR INSPECTED AND WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, INSPECT THE ASSETS AND PXXXX ASSETS FOR ALL PURPOSES, PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, FIBERS AND NORM. AS PURCHASER IS RELYING SOLELY UPON THE TERMS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS THIS AGREEMENT AND INSPECTIONS ITS OWN INSPECTION OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATIONPXXXX ASSETS.

Environmental Disclaimers. Purchaser acknowledges that (a) the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Assets or associated with the Assets. ; (b) Equipment and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS AS EXPRESSLY SET FORTH IN ARTICLE 3 AND SECTION 3.84.18, SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR CONDITION, INCLUDING THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. SUBJECT TO ARTICLE 3, SECTION 4.18, AND PURCHASER’S RIGHTS IN ARTICLE 12 WITH RESPECT TO THE SPECIFIED LIABILITIES DESCRIBED IN CLAUSES (C) AND (H) THEREOF, AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR INSPECTED AND WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, INSPECT THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION TRANSACTION. Section 1.c Calculations, Reporting and Payments. PURCHASER ACKNOWLEDGES AND THATAGREES THAT CLAIMS OR PROCEEDINGS AGAINST SELLER OR TO WHICH SELLER IS OR MAY BECOME A PARTY BEFORE, AT CLOSINGON, OR AFTER THE CLOSING MAY HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH RESPECT TO, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME RELATING TO THE ASSETS AND THE ASSUMED OBLIGATIONS AND THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. NOTWITHSTANDING THAT SELLER HAS RETAINED ANY LIABILITY OR RESPONSIBILITY UNDER THIS AGREEMENT FOR THE PAYMENT OF ANY DAMAGES, LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, THE SPECIFIED LIABILITIES AND OTHER LIABILITIES OF SELLER HEREUNDER SHALL NOT INCLUDE, AND PURCHASER HEREBY EXPRESSLY RELEASES THE MEMBERS OF THE SELLER GROUP FROM, ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. FOR THE AVOIDANCE OF DOUBT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM SELLER’S METHODOLOGIES OR PRIOR PRACTICES FOR (A) THE CALCULATION AND REPORTING OF PRODUCTION AND ROYALTIES ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME, OR (B) THE DETERMINATION AND REPORTING OF ANY ASSET TAXES THAT WERE UTILIZED ON ANY TAX RETURN FILED PRIOR TO THE CLOSING DATE FOR PURPOSES OF CALCULATING AND REPORTING ASSET TAXES THAT ARE (X) ATTRIBUTABLE TO ANY TAX PERIOD ENDING AFTER THE EFFECTIVE TIME AND (Y) NOT DUE PRIOR TO THE CLOSING DATE, IT BEING UNDERSTOOD THAT PURCHASER MUST MAKE ITS OWN DETERMINATION AS TO THE PROPER METHODOLOGIES AND PRACTICES THAT CAN OR SHOULD BE USED FOR PURPOSES OF CALCULATING AND REPORTING SUCH ASSET TAXES. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 6.3 SHALL ALTER THE APPLICATION OF SECTION 10.1(a) OR CAUSE ANY ASSET TAXES, INCLUDING ANY PENALTIES OR INTEREST THEREON, THAT ARE ALLOCATED TO SELLER PURSUANT TO SECTION 10.1(a) TO BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED ECONOMICALLY BORNE BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.

Environmental Disclaimers. Purchaser acknowledges that (a) the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Assets or associated with the Assets. ; (b) Equipment and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. EXCEPT AS PROVIDED IN SECTION 4.15. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR BUT WITHOUT LIMITING IN ANY RESPECT PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER ARTICLE 3, PURCHASER’S RIGHTS UNDER THE R&W INSURANCE POLICY, AND/OR PURCHASER’S RIGHTS UNDER SECTION 11.38.2(D), FOR BREACHES OF THE REPRESENTATIONS SET FORTH IN SECTION 3.8, SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR CONDITION, INCLUDING THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR INSPECTED AND WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, INSPECT THE ASSETS FOR ALL PURPOSESPURPOSES OF RECOURSE UNDER THIS AGREEMENT, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.

Environmental Disclaimers. Purchaser acknowledges Purchasers acknowledge that the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and there may be petroleum, produced water, wastes, scale, NORM, hazardous substances, or other substances or materials located in, on, or under the Assets or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, NORM, or other hazardous substances. NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. NORM containing material or other wastes or hazardous substances may have come in contact with various environmental media, including water, soils, or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances from the Assets. NOTWITHSTANDING ANYTHING EXCEPT WITH REGARD TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDER, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH FRAUD AND AS EXPRESSLY REPRESENTED OTHERWISE IN SECTION 3.8, SECTION 3.16, SECTION 3.195.17, SELLERS DO NOT MAKE, SELLERS EXPRESSLY DISCLAIM, AND PURCHASER WAIVES PURCHASERS WAIVE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL ALLOWED UNDER APPLICABLE LAW FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.

Environmental Disclaimers. Purchaser acknowledges that (a) the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Assets or associated with the Assets. ; (b) Equipment and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH IN SECTION 3.8, SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ), ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.

Environmental Disclaimers. Purchaser acknowledges that the Assets have been used for exploration, development, production, gathering, gathering and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, asbestos-containing materials, scale, NORM, hazardous substances, Hazardous Substances or other substances or materials located in, on, on or under the Assets or associated with the Assets. Equipment and ; the sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; the xxxxx, materials, materials and equipment located on the Assets or included in the Assets may contain NORM NORM, asbestos and other wastes or hazardous substances. Hazardous Substances; NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special sediment and special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS AS EXPRESSLY SET FORTH IN SECTION 3.85.17, SECTION 3.16NONE OF ANY SELLER OR COMPANY MAKES, SECTION 3.19, SELLERS DO NOT MAKE, SELLERS AND EACH SELLER AND COMPANY EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR CONDITION, INCLUDING THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL ALLOWED UNDER APPLICABLE LAW FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR INSPECTED AND WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, INSPECT THE ASSETS FOR ALL PURPOSES, PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. AS PURCHASER IS RELYING SOLELY UPON THE TERMS OF CLOSING, PURCHASER HAS MADE ALL SUCH REVIEWS THIS AGREEMENT AND INSPECTIONS ITS OWN INSPECTION OF THE ASSETS AND THE RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, PURCHASER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATIONASSETS.

Environmental Disclaimers. The Purchaser acknowledges Parties acknowledge that (a) the Assets have been used for exploration, development, production, gathering, and transportation of oil and gas and other Hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM, hazardous substancesHazardous Substances, or other substances or materials located in, on, on or under the Assets or associated with the Assets. ; (b) Equipment and sites included in the Assets may contain asbestos, NORM, NORM or other hazardous substances. Hazardous Substances; (c) NORM may affix or attach itself to the inside of xxxxx, pipelines, materials, and equipment as scale, or in other forms. The ; (d) the xxxxx, materials, and equipment located on the Assets or included in the Assets may contain NORM and other wastes or hazardous substances. Hazardous Substances; (e) NORM containing material or other wastes or hazardous substances Hazardous Substances may have come in contact with various environmental media, including water, soils, or sediment. Special ; and (f) special procedures may be required for the assessment, remediationRemediation, removal, transportation, or disposal of environmental media, wastes, asbestos, NORM, and other hazardous substances Hazardous Substances from the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED HEREUNDERTRANSACTION DOCUMENT, EXCEPT FOR PURCHASER’S RIGHTS TO INDEMNIFICATION UNDER SECTION 11.3, FOR BREACHES OF THE REPRESENTATIONS SET FORTH IN SECTION 3.8, SECTION 3.16, SECTION 3.19, SELLERS DO SELLER DOES NOT MAKE, SELLERS SELLER EXPRESSLY DISCLAIMDISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED. THE PURCHASER PARTIES SHALL HAVE INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS ), THEIR RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND NORM. THE PURCHASER PARTIES ARE RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING, THE PURCHASER HAS PARTIES HAVE MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE RECORDS AS THE PURCHASER HAS PARTIES HAVE DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION AND THAT, AT CLOSING, THE PURCHASER PARTIES SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL FACTS CONTAINED IN THE RECORDS OR THAT WOULD HAVE BEEN DISCOVERED BY PURCHASER’S THE PURCHASER PARTIES’ AND PURCHASER’S REPRESENTATIVES’ EXERCISE OF REASONABLE CARE AND DUE DILIGENCE IN THE COURSE OF SUCH INVESTIGATION, VERIFICATION, ANALYSIS, AND EVALUATION.