Common use of General Disclaimer of Title and Environmental Warranties and Representations Clause in Contracts

General Disclaimer of Title and Environmental Warranties and Representations. Without limiting Buyer’s remedies for either Title Defects as set forth in Section 3.9 or Environmental Defects as set forth in Section 3.19, any remedies of Buyer pursuant to Section 4.2 for the breach of the representation and warranty set forth in Section 6.11, or the special warranty set forth in the Assignment, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of the Assets or the environmental condition or compliance with Environmental Laws of the Assets, and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any Title Defect (except for the special warranty of title set forth in the conveyance documents) or Environmental Defect with respect to any of the Assets shall be the remedies set forth in Sections 3.9, 3.19 and Section 4.2 for the breach of the representation and warranty set forth in Section 6.11, and Buyer hereby expressly waives and disclaims all other rights and remedies that Buyer may have with respect to any such Title Defect or Environmental Defect. Buyer acknowledges and agrees that (i) Buyer will not assert any claim under the special warranty set forth in the Assignment for any matters that do not exceed the Individual Indemnity Threshold, (ii) Buyer will not be entitled to make a claim under the special warranty for any amount which, together with all claims of Buyer under this Agreement and the Operative Documents, exceeds the Base Purchase Price, and (iii) the aggregate value of all claims made under the special warranty with respect to any Asset shall not exceed the Allocated Value of such Asset.

General Disclaimer of Title and Environmental Warranties and Representations. Without limiting Buyer’s remedies for either Title Defects as set forth in Section 3.9 or Environmental Defects as set forth in Section 3.193.17, any remedies of Buyer pursuant with respect to Seller’s Indemnity Obligations under Section 4.2 for the breach of the representation and warranty set forth in Section 6.11, 11.2 or Buyer’s remedies under the special warranty set forth in the Assignment, Assignment (a) Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of the Assets or the environmental condition or compliance with Environmental Laws of the Assets, and (b) Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any Title Defect (except for the special warranty of title set forth in the conveyance documents) or Environmental Defect with respect to any of the Assets shall be the remedies set forth in Sections 3.9, 3.19 3.9 and Section 4.2 for the breach of the representation and warranty set forth in Section 6.113.17, and (c) Buyer hereby expressly waives and disclaims all other rights and remedies that Buyer may have with respect to any such Title Defect or Environmental Defect. Buyer acknowledges and agrees , provided that (i) Buyer will not assert any claim under the special warranty set forth in the Assignment for any matters that do not exceed the Individual Indemnity Threshold, (ii) Buyer will not be entitled to make a claim Claim under the special warranty in the Assignment for any amount which, (i) together with the aggregate amount recovered by Buyer on all claims Claims of Buyer under this Agreement and the Operative Documents, (other than under or pursuant to Section 11.2(c)) exceeds the Base Purchase Price, and Price or (iiiii) together with the aggregate value of all claims Claims made under the special warranty in the Assignment with respect to any Asset shall not exceed Asset, exceeds the Allocated Value of such Asset.

General Disclaimer of Title and Environmental Warranties and Representations. Without Subject to and without limiting BuyerKLRE’s remedies for either Title Defects as set forth in this Section 3.9 2.5 or Environmental Defects as set forth in Section 3.19, KLRE’s remedies with respect to any remedies of Buyer pursuant to Section 4.2 for the breach of the representation representations and warranty warranties of Tema or the Company set forth in Section 6.11herein, or the special warranty set forth in the AssignmentNEITHER TEMA NOR THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION OF TEMA AND THE COMPANY, Seller makes no warranty or representationEXPRESS, expressIMPLIED, impliedSTATUTORY OR OTHERWISE, statutory or otherwiseWITH RESPECT TO (i) TEMA’S, with respect to Seller’s title to any of the Assets or the environmental condition or compliance with Environmental Laws of the AssetsTHE COMPANY’S OR ANY OTHER PERSON’S TITLE TO ANY OF THE CONTRIBUTED ASSETS, and Buyer (ii) ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, RELEASE OF HAZARDOUS SUBSTANCES OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE COMPANY OR THE CONTRIBUTED ASSETS OR (iii) WHETHER THE COMPANY OR ANY OF THE CONTRIBUTED ASSETS (OR THE OWNERSHIP OR OPERATION THEREOF) ARE IN COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. KLRE hereby acknowledges and agrees that BuyerKLRE’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Contributed Assets (i) on or before the Defect Deadline, shall be as set forth in this Section 2.5 and (except for ii) without duplication, from and after the Defect Deadline, shall be pursuant to the special warranty of title set forth in the conveyance documents) or Environmental Defect with respect to any of the Assets shall be the remedies set forth in Sections 3.9Section 3.1(n)(i); provided, 3.19 and Section 4.2 for the breach of the representation and warranty set forth in Section 6.11however, and Buyer hereby expressly waives and disclaims all other rights and remedies that Buyer may have with respect to any such Title Defect or Environmental Defect. Buyer KLRE further acknowledges and agrees that (i) Buyer will KLRE shall not assert any claim be entitled to protection under the special warranty set forth of title provided in the Assignment Section 3.1(n)(i) for any matters that do not exceed Title Defect reported by KLRE prior to the Individual Indemnity Threshold, (ii) Buyer will not be entitled to make a claim Defect Deadline under the this Section 2.5. The special warranty for any amount whichof title contained in Section 3.1(n)(i) shall be subject to the terms and provisions of this Section 2.5(a), together with all claims of Buyer under this Agreement and the Operative Documents, exceeds recovery on a breach of the Base Purchase Price, and (iii) the aggregate value of all claims made under the Company’s special warranty with respect to any Asset of title contained in Section 3.1(n)(i) shall not exceed the Allocated Value of such Assetthe affected Subject Formation of the affected Oil and Gas Property. Claims for indemnification under Section 3.1(n)(i) shall be resolved in accordance with Article VII (but without regard or giving effect to the Defect Deadline, the Title Defect Deductible or the Title Threshold).