No Additional Representations and Warranties by Seller. (a) Notwithstanding anything to the contrary in this Agreement, Seller makes no representations or warranties except as expressly set forth in Sections 5.1 to 5.19 and in particular, and without limiting the generality of the foregoing, Seller disclaims and shall not be liable for any representation or warranty express or implied, of any kind, at law or in equity, that may have been made or alleged to be made in any instrument or document relative hereto, or in any statement or information made or communicated to Buyer in any manner including any opinion, information, or advice that may have been provided to Buyer by Seller or its Representatives in connection with the Oil and Gas Assets or in relation to the Transaction. For greater certainty, except as otherwise expressly set forth in Sections 5.1 to 5.19, Seller does not make any representation or warranty, express or implied, of any kind, at law or in equity, with respect to: (i) the accuracy or completeness of any information supplied by Seller or its Representatives in connection with the Oil and Gas Assets; (ii) the quality, quantity or recoverability of any Petroleum Substances from the Lands; (iii) the value of the Oil and Gas Assets or any estimates of prices or future cash flows arising from the sale of any Petroleum Substances produced from or allocated to the Oil and Gas Assets or the Petroleum and Natural Gas Rights or any estimates of other revenues or expenses attributable to the Oil and Gas Assets; (iv) the availability or continued availability of facilities, services or markets for the processing, transportation or sale of any Petroleum Substances; (v) the quality, condition, fitness, suitability, serviceability or merchantability of any of the Tangibles; or (vi) the title of Seller to the Oil and Gas Assets. Buyer acknowledges and confirms that it is relying on its own investigations concerning the Oil and Gas Assets and it has not relied on advice from Seller or its Representatives with respect to the matters specifically enumerated in the immediately preceding paragraphs in connection with the purchase of the Oil and Gas Assets pursuant hereto. Xxxxx further acknowledges and agrees that it is acquiring the Oil and Gas Assets on an "as is, where is" basis. Buyer acknowledges and agrees that it is familiar with the condition of the Oil and Gas Assets, including the past and present use of the Lands and the Tangibles, that Seller has provided Buyer with a reasonable opportunity to inspect the Oil and Gas Assets at the sole cost, risk and expense of Buyer (insofar as Seller could reasonably provide such access) and that Buyer is not relying upon any representation or warranty of Seller as to the condition, environmental or otherwise, of the Oil and Gas Assets, except as expressly contained in Sections 5.1 to 5.19 above. (b) Except for its express rights under this Agreement, Buyer hereby waives all rights and remedies (whether now existing or hereinafter arising and including all equitable, common law, tort, contractual and statutory rights and remedies) against Seller in respect of the Oil and Gas Assets or any representations or statements made, direct or indirect, express or implied, or information or data furnished to Buyer or its Representatives, in connection herewith (whether made or furnished orally or by electronic, faxed, written or other means).
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Samples: Asset Purchase Agreement
