Common use of Independent Evaluation Clause in Contracts

Independent Evaluation. Buyer is sophisticated in the evaluation, purchase, ownership and operation of crude oil pipeline assets and facilities. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, except for its reliance on Seller’s representations and warranties in Article IV and Article V, Buyer (a) has relied or shall rely solely on its own independent investigation and evaluation of the Company, the Subsidiaries and the Assets and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representatives, and (b) has satisfied or will satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries and the Assets. Without limiting the generality of the foregoing, Buyer acknowledges that, except to the extent expressly set forth in this Agreement or the Transaction Documents, none of Seller, the Company, the Subsidiaries nor any of their Representatives or Affiliates make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiaries, or (b) any other information or documents made available to Buyer or its Representatives with respect to the Company, the Subsidiaries or their businesses, Assets, liabilities or operations, and, except to the extent expressly set forth in this Agreement or the Transaction Documents, that all such projections, estimates, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on any representation not expressly set forth in this Agreement.

Independent Evaluation. Buyer Purchaser is sophisticated (or its advisors are) sophisticated, experienced and knowledgeable investor in the evaluation, purchase, ownership oil and operation of crude oil pipeline assets gas business. Purchaser has been advised by and facilities. In making its decision to enter into this Agreement and to consummate has relied solely upon the transactions contemplated hereby, except for its reliance on Seller’s representations and warranties expressly made by Seller in Article IV ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and Article VPurchaser’s own expertise in legal, Buyer (a) tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it has relied or shall rely solely on completed its own independent investigation investigation, verification, analysis, and evaluation of the CompanyAssets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the Subsidiaries and certificate to be delivered to Purchaser pursuant to Section 8.2(e), the Assets and indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the advice of its own legalConveyances, TaxPurchaser acknowledges that there are no representations or warranties, economicexpress or implied, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representatives, and (b) has satisfied or will satisfy itself through its own due diligence as to the financial condition, physical condition, environmental and physical condition conditions, liabilities, operations, business, or prospects of and contractual arrangements and other matters affecting the Company, the Subsidiaries and the Assets. Without limiting Purchaser understands and acknowledges that neither the generality United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the foregoingdisclosures made to Purchaser, Buyer acknowledges thatand, except to the extent as expressly set forth in this Agreement or the Transaction DocumentsARTICLE 10, none of SellerPurchaser is not entitled to cancel, the Company, the Subsidiaries nor any of their Representatives or Affiliates make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiariesterminate, or (b) any other information or documents made available to Buyer or its Representatives with respect to the Company, the Subsidiaries or their businesses, Assets, liabilities or operations, and, except to the extent expressly set forth in this Agreement or the Transaction Documents, that all such projections, estimates, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on any representation not expressly set forth in revoke this Agreement.

Independent Evaluation. Buyer (a) Purchaser is sophisticated a sophisticated, experienced and knowledgeable investor in the evaluationoil and gas transportation, purchase, ownership gathering and operation of crude oil pipeline assets and facilitiesprocessing business. In making its decision entering into this Agreement, other than with respect to the representations, warranties and covenants made hereunder, Purchaser has relied solely upon Purchaser’s own expertise in legal, Tax, reservoir engineering, and other professional counsel concerning this transaction, the Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets, and the value thereof. Purchaser acknowledges and affirms that (i) it has completed such independent investigation, verification, analysis, and evaluation of the Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets and has made all such reviews and inspections of the Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets as it has deemed necessary or appropriate to enter into this Agreement Agreement, (ii) Purchaser shall be deemed to have knowledge of all facts, materials, and documents described, contained or set forth in the VDR on or prior to consummate the transactions contemplated herebyExecution Date and the Disclosure Schedules, except for and (iii) at Closing, Purchaser shall have completed, or caused to be completed, its reliance on Seller’s representations and warranties in Article IV and Article Vindependent investigation, Buyer (a) has relied or shall rely solely on its own independent investigation verification, analysis, and evaluation of the CompanyCompany Securities, the Subsidiaries and the Assets and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representatives, and (b) has satisfied or will satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries Subsidiaries, the Gathering System and the Assets. Without limiting the generality other Assets and made all such reviews and inspections of the foregoingCompany Securities, Buyer acknowledges thatthe Company, except the Subsidiaries, the Gathering System and the other Assets as Purchaser has deemed necessary or appropriate to consummate the extent transaction. (b) Except for the representations and warranties expressly set forth made by Seller in this Agreement or the Transaction Documentsrepresentations and warranties contained in the Class B Purchase Agreement, none Purchaser acknowledges that no member of the Seller Group or any other Person has made, and Purchaser has not relied upon, any representations or warranties, express or implied, as to (i) Seller, the Company Securities, the Company, the Subsidiaries nor Subsidiaries, the Gathering System and the other Assets, or any other matters, including the financial condition, physical condition, environmental condition, liabilities, operations, business, prospects of, or title to the Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets or (ii) the accuracy or completeness of any of their Representatives or Affiliates make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to the information provided or made available to Buyer of future revenuesPurchaser, future results of operations its Affiliates or Purchaser’s Representatives, including the Due Diligence Information. Purchaser further acknowledges that (A) any information, document or material provided or made available, or statements made, to Purchaser, its Affiliates or Purchaser’s Representatives during site or office visits, in the VDR, any component thereof)“data rooms,” management presentations or supplemental due diligence information provided to Purchaser, future cash flows its Affiliates or future financial condition (Purchaser’s Representatives in connection with discussions with management or in any component thereof) other form in expectation of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiaries, or transactions contemplated by this Agreement (b) any other information or documents made available to Buyer or its Representatives with respect to the Companycollectively, the Subsidiaries or their businesses“Due Diligence Information”) includes certain projections, Assetsestimates and other forecasts and certain business plan information, liabilities or operations(B) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans, and (C) Purchaser is aware of such uncertainties, and, except to the extent expressly set forth in warranted under this Agreement Agreement, Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or the Transaction Documents, that all reliance by Purchaser on such projections, estimatesestimates and other forecasts and plans shall be at its sole risk. (c) Purchaser specifically disclaims any obligation or duty by Seller or any member of the Seller Group to make any disclosures of fact not required to be disclosed pursuant to the express representations and warranties set forth herein, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further in the Class B Purchase Agreement and in the Assignment. (d) Purchaser understands and acknowledges that it neither the United States Securities and Exchange Commission nor any federal, state, or foreign agency has not relied on passed upon the Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets or made any representation not expressly set forth finding or determination as to the fairness of an investment in this Agreementthe Company Securities, the Company, the Subsidiaries, the Gathering System and the other Assets or the accuracy or adequacy of the disclosures made to Purchaser.

Independent Evaluation. Buyer is sophisticated knowledgeable about the oil and gas business, has retained and taken advice concerning Assets and transactions herein from advisors and consultants which are knowledgeable about the oil and gas business, and is aware of its risks. Buyer has been and continues to be afforded the opportunity to examine the records and other materials made available to it by Seller and Seller’s authorized representatives with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, and other information about the Assets that Seller and Seller’s authorized representatives have compiled or generated and used in Seller’s normal course of business. However, Buyer acknowledges and agrees that except for the evaluationrepresentations and warranties of Seller contained in this Agreement, purchaseneither Seller nor any other Seller Indemnified Party has made any representations or warranties, ownership and operation express or implied, written or oral, (i) as to the accuracy or completeness of crude oil pipeline assets and facilitiesthe Background Materials or, (ii) as to any other information relating to the Assets, furnished or to be furnished to Buyer or its representatives by or on behalf of Seller, including any estimate with respect to the value of the Assets or reserves, the ability to develop the Assets or to obtain any permits required to develop the Assets, or any projections as to events that could or could not occur. In making its decision to enter entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to consummate the transactions contemplated hereby, except Assets and the prices that may be received for its reliance on Hydrocarbons produced therefrom. Except for the Seller’s representations and warranties in Article IV and Article V, Buyer (a) has relied or shall rely solely on its own independent investigation and evaluation of the Company, the Subsidiaries and the Assets and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representatives, and (b) has satisfied or will satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries and the Assets. Without limiting the generality of the foregoing, Buyer acknowledges that, except to the extent expressly set forth provided in this Agreement or the Transaction DocumentsAgreement, none of Seller, the Company, the Subsidiaries neither Seller nor any of their Representatives or Affiliates make other Seller Indemnified Party shall have any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiaries, or (b) any other information or documents made available liability to Buyer or its Representatives with respect to the Companyaffiliates, agents, representatives or employees resulting from any use of, authorized or unauthorized, or reliance on, the Subsidiaries or their businesses, Assets, liabilities or operations, and, except to the extent expressly set forth in this Agreement or the Transaction Documents, that all such projections, estimates, budgets Background Materials or other information relating to the Assets provided by or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on behalf of Seller or any representation not expressly set forth in this Agreementother Seller Indemnified Party.

Independent Evaluation. Buyer is sophisticated in the evaluation, purchase, ownership and operation of crude oil pipeline midstream assets and facilitiessimilar to Midstream Assets. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, except for in addition to its reliance on Seller’s representations and warranties in Article IV and Article VARTICLE 4, Buyer (a) has relied or shall rely solely on its own independent investigation and evaluation of the Company, the Subsidiaries Company and the Midstream Assets and the advice of its own legal, Taxtax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representativesrepresentatives, and (b) has satisfied or will satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries Company and the Midstream Assets. Without limiting the generality of the foregoing, Buyer acknowledges that, except to the extent expressly set forth in this Agreement or the Transaction Documents, none of that neither Seller, the Company, the Subsidiaries Company nor any of their Representatives representatives or Affiliates make any representation or warranty warranty, express or implied, with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the SubsidiariesCompany, or (b) any other information or documents made available to Buyer or its Representatives representatives with respect to the Company, or its business, the Subsidiaries or their businesses, Midstream Assets, liabilities or operations, and, except to the extent as expressly set forth in this Agreement or the Transaction DocumentsAgreement, and that all such projections, estimates, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on any representation or warranty, express or implied, not expressly set forth in this AgreementARTICLE 4.

Independent Evaluation. Buyer acknowledges and affirms for the benefit of the Selling Entities and their respective Affiliates and Representatives (i) that it (a) is sophisticated experienced in the evaluation, purchase, ownership, and operation of assets of the types and natures consistent with those used in the operations of the Business and the Assets and is aware of the risks associated with the purchase, ownership, and operation of such assets and interests related thereto, (b) is capable of evaluating, and hereby acknowledges that it has so evaluated, the merits and risks of the Assets, ownership and operation of crude oil pipeline assets thereof and facilities. In making its decision obligations hereunder, and (c) is able to enter bear the economic risks associated with the Assets, ownership, and operation thereof and its obligations hereunder, (ii) that, in entering into this Agreement and to consummate the transactions contemplated hereby, except for its reliance on Seller’s the representations and warranties expressly set forth in Article IV 5 of this Agreement and Article Vthe other Transaction Documents, none of Seller, Seller’s Subsidiaries, their respective Affiliates, Seller’s, its Subsidiaries or its or their respective Representatives or any Person acting on Seller’s, its Subsidiaries or its or their Affiliates’ behalf is making or has made any other express or any implied representations or warranties, and Buyer disclaims reliance upon any other representations and warranties (aincluding as to the accuracy and completeness thereof), with respect to Seller, its Subsidiaries or any of its or their respective Affiliates, any of their respective business, operations, assets, Liabilities, condition (financial or otherwise), or prospects or any other matter relating to Seller, its Subsidiaries or any of its or their respective Affiliates and (iii) that it has relied or shall and will rely solely on its own independent investigation and evaluation of the Company, the Subsidiaries and the Assets and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions terms of this Agreement and the Transaction Documents and not on any commentsupon its independent analysis, statements, projections or other materials made or given by Seller or any of its Affiliates or Representativesevaluation and investigation of, and (b) has satisfied or will satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries and the Assets. Without limiting the generality of the foregoing, Buyer acknowledges that, except to the extent expressly set forth in this Agreement or the Transaction Documents, none of Seller, the Company, the Subsidiaries nor any of their Representatives or Affiliates make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiaries, or (b) any other information or documents made available to Buyer or its Representatives with respect to the Company, the Subsidiaries or their businesses, Assets, liabilities or operations, and, except to the extent expressly set forth in this Agreement or the Transaction Documents, that all such projections, estimates, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on any representation not expressly set forth in this Agreement.judgment with

Independent Evaluation. Buyer is sophisticated (a) Purchaser or its Affiliates are experienced and knowledgeable investors in the evaluationoil and gas business or owners of oil, purchasegas and mineral properties. Purchaser has had access to the Properties, ownership the officers and operation certain representatives of crude oil pipeline assets the Company, and facilities. the books, records and files of the Company and its Subsidiaries relating to the Properties and other data and information made available for Purchaser’s review in the DR and all information communicated to Purchaser or its representatives in presentations, answers to questions posted in the DR or otherwise provided to Purchaser or its representatives by the Selling Stockholders or the Company in any form or format in connection the transactions contemplated hereby; provided, however, that Purchaser acknowledges and agrees that none of the Company, any Selling Stockholder or any Person acting on its behalf has made any representations or warranties, express or implied, written or oral, as to (i) the accuracy or completeness of the books, records and files of the Company and its Subsidiaries, except for the representations and warranties of the Company and the Selling Stockholders contained in this Agreement, or (ii) any other information relating to the Properties furnished to Purchaser or its representatives by or on behalf of the Company or its Subsidiaries, including (A) data and information made available for Purchaser’s review in the DR and information communicated to Purchaser or its representatives in presentations, answers to questions posted in the DR or otherwise provided in any form or format in connection the transactions contemplated hereby, (B) any estimate with respect to the value of the Properties or reserves, (C) the ability to obtain required permits, spacing orders (including increased density spacing orders), (D) exceptions or other approvals that may be necessary to develop the Properties, (E) the spacing pattern that may apply to the Properties, (F) the availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the Xxxxx or any additional xxxxx drilled on the Oil and Gas Interests, (G) whether adequate rights-of-way exist for facilities for gathering, compressing, treating, transporting, storing or processing Hydrocarbons that are included in the Properties, or (H) any projections as to events that could or could not occur. (b) In making its the decision to enter into this Agreement and to consummate the transactions contemplated hereby, except for its reliance on Seller’s representations and warranties in Article IV and Article V, Buyer (a) Purchaser has relied or shall rely only on (i) its own independent due diligence investigation of the Company and its business and operations, including the Oil and Gas Interests and Fixtures, Facilities and Equipment, and (ii) the representations, warranties and covenants made by the Company and the Selling Stockholders in this Agreement, and has been advised by and has relied solely on its own independent investigation expertise and evaluation its legal, land, tax, reservoir engineering, marketing and other professional advisors concerning the transactions contemplated hereby and the documents referred to herein, including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the Properties and the prices that may be received for Hydrocarbons produced therefrom. (c) None of the Company, any Selling Stockholder or any Person acting on its behalf has made any representations, warranties or other statements or disclosures on which Purchaser has relied as to any matter relevant to the Subsidiaries transactions contemplated hereby and the Assets and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by Seller or any of its Affiliates or Representatives, and (b) has satisfied or will satisfy itself through its own due diligence documents referred to herein except as to the environmental and physical condition of and contractual arrangements and other matters affecting the Company, the Subsidiaries and the Assets. Without limiting the generality of the foregoing, Buyer acknowledges that, except to the extent expressly set forth in this Agreement or the Transaction Documents, none of Seller, the Company, the Subsidiaries nor any of their Representatives or Affiliates make any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Subsidiaries or the future business and operations of the Company or the Subsidiaries, or (b) any other information or documents made available to Buyer or its Representatives with respect to the Company, the Subsidiaries or their businesses, Assets, liabilities or operations, and, except to the extent expressly set forth in this Agreement or the Transaction Documents, that all such projections, estimates, budgets or other information or documents have been furnished to Buyer solely as an accommodation. Buyer further acknowledges that it has not relied on any representation not expressly set forth in this Agreementherein.