Common use of Independent Valuation Clause in Contracts

Independent Valuation. Buyer acknowledges and agrees that (i) it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller, and (ii) it is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties and that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, except to the extent of Seller’s express representations and warranties in Section 4.1 and the special warranty of title contained in the Assignment and the Surface Deed, it has relied on its own independent investigation, review and analysis of the Conveyed Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer further acknowledges and agrees that it has relied solely upon the aforementioned investigation, review and analysis and not on any comments, statements, opinions, projections or other materials (including any physical or virtual data room materials (including materials in the Data Room)) made or given by Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except for representations and warranties expressly made by Seller in Section 4.1 and the special warranty of title contained in the Assignment and the Surface Deed). Buyer hereby acknowledges and agrees that, other than the express representations and warranties of Seller set forth in Section 4.1 and the special warranty of title set forth in the Assignment and the Surface Deed, none of Seller, any of its affiliates, or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express, statutory or implied, at law or in equity, with respect to the Conveyed Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Conveyed Properties. Without limiting the generality of the foregoing, Buyer represents and acknowledges that, except as set forth in Section 4.1(p), Seller has not made and will make no representation or warranty regarding any matter or circumstance relating to Environmental Laws, Environmental Liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment or any other environmental condition of the Conveyed Properties.

Independent Valuation. Buyer acknowledges and agrees that (i) it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller, and (ii) it is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties and that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, except to the extent of Seller’s express representations and warranties in Section 4.1 and 3.1, the special warranty of title contained in the Assignment and the Surface Deedother terms and conditions of this Agreement, it has relied on its own independent investigation, review and analysis of the Conveyed Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer further acknowledges and agrees that it has relied solely upon the aforementioned investigation, review and analysis and not on any comments, statements, opinions, projections factual representations or other materials (including any physical or virtual data room materials (including materials in the Data Room)) made or given by opinions of Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except for specific representations and warranties expressly made by of Seller set forth in Section 4.1 and 3.1, the special warranty of title contained in the Assignment and the Surface Deedother terms and conditions of this Agreement). Buyer hereby acknowledges and agrees that, other than the express representations and warranties of Seller set forth in Section 4.1 3.1 and the special warranty of title set forth in the Assignment and the Surface DeedAssignment, none of Seller, any of its affiliates, or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express, statutory or implied, at law or in equity, with respect to the Conveyed Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Conveyed Properties. Without limiting the generality As of the foregoingExecution Date, Buyer represents and acknowledges thathas no knowledge of any breach of any representation, except as warranty or covenant of Seller set forth in Section 4.1(p), Seller has not made and will make no representation or warranty regarding any matter or circumstance relating to Environmental Laws, Environmental Liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment or any other environmental condition of the Conveyed Propertiesherein.

Independent Valuation. Buyer acknowledges and agrees that (i) it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller, and (ii) it is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties and that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, except to the extent of Seller’s express representations and warranties in Section 4.1 and 3.1, the special warranty of title contained in the Assignment and the Surface Deedother terms and conditions of this Agreement, it has relied on its own independent investigation, review and analysis of the Conveyed Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer further acknowledges and agrees that it has relied solely upon the aforementioned investigation, review and analysis and not on any comments, statements, opinions, projections factual representations or other materials (including any physical or virtual data room materials (including materials in the Data Room)) made or given by opinions of Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except for specific representations and warranties expressly made by of Seller set forth in Section 4.1 and 3.1, the special warranty of title contained in the Assignment and the Surface Deedother terms and conditions of this Agreement). Buyer hereby acknowledges and agrees that, other than the express representations and warranties of Seller set forth in Section 4.1 3.1 and the special warranty of title set forth in the Assignment and the Surface DeedAssignment, none of Seller, any of its affiliates, or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express, statutory or implied, at law or in equity, with respect to the Conveyed Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Conveyed Properties. Without limiting the generality As of the foregoingExecution Date, Buyer represents and acknowledges thathas no knowledge of any breach of any representation, except as warranty or covenant of Seller set forth in Section 4.1(p), Seller has not made and will make no representation or warranty regarding any matter or circumstance relating to Environmental Laws, Environmental Liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment or any other environmental condition of the Conveyed Propertiesherein.

Independent Valuation. Buyer acknowledges and agrees that (i) it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller, and (ii) it is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties and that in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, except to the extent of Seller’s express representations and warranties in Section 4.1 and the special warranty of title Defensible Title contained in the Assignment and the Surface DeedAssignment, it has relied on its own independent investigation, review and analysis of the Conveyed Properties, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer further acknowledges and agrees that it has relied solely upon the aforementioned investigation, review and analysis and not on any comments, statements, opinions, projections factual representations or other materials (including any physical or virtual data room materials (including materials in the Data Room)) made or given by opinions of Seller or any representatives, consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate Affiliate of Seller (except for specific representations and warranties expressly made by of Seller set forth in Section 4.1 and the special warranty of title Defensible Title contained in the Assignment and the Surface DeedAssignment). Buyer hereby acknowledges and agrees that, other than the express representations and warranties of Seller set forth in Section 4.1 and the special warranty of title Defensible Title set forth in the Assignment and the Surface DeedAssignment, none of Seller, any of its affiliatesAffiliates, or any of its or their representatives, consultants or advisors make or have made any representation or warranty, express, statutory or implied, at law or in equity, with respect to the Conveyed Properties, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Conveyed Properties. Without limiting the generality As of the foregoingExecution Date, Buyer represents and acknowledges thathas no knowledge of any breach of any representation, except as warranty or covenant of Seller set forth in Section 4.1(p), Seller has not made and will make no representation or warranty regarding any matter or circumstance relating to Environmental Laws, Environmental Liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment or any other environmental condition of the Conveyed Propertiesherein.