Common use of NO IMPLIED REPRESENTATIONS OR WARRANTIES Clause in Contracts

NO IMPLIED REPRESENTATIONS OR WARRANTIES. 3.3.1 Except for the Sellers’ Warranties made in Section 3.1, Sellers and Sellers’ Affiliates as applicable, make no, and disclaim any, representation or warranty of any kind, express, implied, statutory, or otherwise, including any representation or warranty as to (i) title of the Assets, (ii) merchantability of the Assets, (iii) fitness of the Assets for any particular purpose, (iv) conformity of the Assets to descriptions, models or samples of materials, (v) accuracy or completeness of any Records, or any other reports, studies, materials, statements or information furnished or made available to Buyer, (vi) assumptions, estimates, projections, forecasts, evaluations or opinions relating to prices or quality or quantity of Hydrocarbons (if any) attributable to the Assets, or the ability or potential of the Assets to produce Hydrocarbons, or (vii) translations of any of the foregoing. 3.3.2 Buyer has entered into this Agreement in reliance only on the Sellers’ Warranties set out in Section 3.1 and the Buyer’s own independent evaluation of the Assets and the Hydrocarbons potential of the Area, and not in reliance on any assumptions, estimates, projections, forecasts, evaluations or opinions of Sellers, their respective Affiliates or any of their representatives or advisors, Buyer acknowledges that it has not been induced to enter into this Agreement by, and that it does not in connection with this Agreement or its subject matter rely on, any representation, warranty, promise or assurance by the Sellers or any other person other than those contained in this Agreement. The Buyer agrees that, subject only to Section 9, it shall have no right or remedy in respect of, and shall not in connection with any claim arising in relation to this Agreement, or its subject matter plead or assert the making or existence of, any representation, warranty, promise or assurance by the Sellers or its directors, employees or advisers save for those herein contained in respect of which the Buyer shall have no right to rescind or terminate this Agreement (except as provided in Section 10.2) Buyer specifically acknowledges and accepts the disclaimer set out in Section 3.3.1.

NO IMPLIED REPRESENTATIONS OR WARRANTIES. 3.3.1 Except for Buyer hereby acknowledges and agrees that neither the Sellers’ Warranties made in Section 3.1, Sellers and Sellers’ Affiliates as applicable, make no, and disclaim any, representation or warranty of Company nor any kind, express, implied, statutory, or otherwise, including Acquired Company is making any representation or warranty as to (i) title whatsoever, express or implied, except those representations and warranties of the AssetsCompany and the Acquired Companies explicitly set forth in this Article 3, (ii) merchantability as modified by the Disclosure Schedules. Subject to the foregoing, the assets and the Business shall be acquired by Buyer and Buyer Subsidiary on an “as is, where is” basis and in their then present condition. Except as explicitly set forth herein, none of the Assets, (iii) fitness of the Assets for any particular purpose, (iv) conformity of the Assets to descriptions, models or samples of materials, (v) accuracy or completeness of any Records, or any other reports, studies, materials, statements or information furnished or made available to Buyer, (vi) assumptions, estimates, projections, forecasts, evaluations or opinions relating to prices or quality or quantity of Hydrocarbons (if any) attributable to the Assets, or the ability or potential of the Assets to produce Hydrocarbons, or (vii) translations of Company nor any of the foregoing. 3.3.2 Buyer has entered into this Agreement in reliance only on the Sellers’ Warranties set out in Section 3.1 and the Buyer’s own independent evaluation of the Assets and the Hydrocarbons potential of the Area, and not in reliance on any assumptions, estimates, projections, forecasts, evaluations or opinions of Sellers, their respective Affiliates Acquired Companies or any of their representatives respective officers, directors, employees, Affiliates or advisorsrepresentatives, Buyer acknowledges that it as the case may be, has not been induced to enter into this Agreement by, and that it does not in connection with this Agreement made or its subject matter rely on, is making any representation, warrantyexpress or implied, promise as to the value of any asset or assurance by the Sellers Business being so acquired, or any other person other than those contained in this Agreementwarranty of merchantability, suitability or fitness for a particular purpose or quality, with respect to any of the tangible or intangible assets or direct or indirect rights thereto being so acquired, or as to the condition or workmanship thereof, or as to the absence of any defects therein, whether latent or patent. The Buyer agrees thatand Buyer Subsidiary have conducted their own independent review and analysis of the business, subject only operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, the Acquired Company and the Business and acknowledge that Buyer and Buyer Subsidiary have been provided adequate access to Section 9personnel, it shall have no right or remedy in respect ofproperties, premises and shall not in connection with any claim arising in relation to records thereof for such purpose. In entering into this Agreement, or its subject matter plead or assert Buyer and Buyer Subsidiary have relied upon, among other things, their due diligence investigation and analysis of the making or existence ofCompany, any representation, warranty, promise or assurance by the Sellers or its directors, employees or advisers save for those herein contained in respect of which Acquired Companies and the Buyer shall have no right to rescind or terminate this Agreement (except as provided in Section 10.2) Buyer specifically acknowledges and accepts the disclaimer set out in Section 3.3.1Business.

NO IMPLIED REPRESENTATIONS OR WARRANTIES. 3.3.1 Except for Buyers hereby acknowledge and agree that the Sellers’ Warranties made in Section 3.1, Sellers and Sellers’ Affiliates as applicable, make no, and disclaim any, representation or warranty of any kind, express, implied, statutory, or otherwise, including are not making any representation or warranty whatsoever, express or implied, except those representations and warranties of the Sellers explicitly set forth in this Agreement or in the Disclosure Schedule or in any certificate or other Transaction Document contemplated hereby and delivered by the Sellers in connection herewith. Subject to the foregoing, the assets and business of the Sellers being acquired by Buyers at the Closing as a result of this Agreement and the transactions contemplated hereby shall be acquired by Buyers on an “as-is, where-is” basis and in their then present condition, and Buyers shall rely solely upon its own examination thereof and the representations and warranties set forth in this Agreement or in the Disclosure Schedule or in any certificate or any other Transaction Document delivered by the Sellers. In any event, except as explicitly set forth herein, none of the Sellers, the Companies or any of their respective officers, directors, partners, employees, Affiliates or Representatives, as the case may be, has made or is making any representation, express or implied, as to the value of any asset or business being so acquired, or any warranty of merchantability, suitability or fitness for a particular purpose or quality, with respect to any of the tangible assets being so acquired, or as to the condition or workmanship thereof, or as to the absence of any defects therein, whether latent or patent. Without limiting the generality of the foregoing, the Sellers make no representation or warranty to Buyers with respect to any financial projection or forecast relating to the Companies or the Affordable Housing Business contained in any Confidential Information or other document provided to Buyers. With respect to any such projection or forecast delivered by or on behalf of the Sellers to Buyers, each Buyer acknowledges that (i) title of the Assetsthere are uncertainties inherent in attempting to make such projections and forecasts, (ii) merchantability of the Assetsit is familiar with such uncertainties, (iii) fitness it is taking full responsibility for making its own evaluation of the Assets for any particular purpose, adequacy and accuracy of all such projections and forecasts so furnished to it and (iv) conformity of the Assets to descriptions, models or samples of materials, (v) accuracy or completeness of any Records, or any other reports, studies, materials, statements or information furnished or made available to Buyer, (vi) assumptions, estimates, projections, forecasts, evaluations or opinions relating to prices or quality or quantity of Hydrocarbons (if any) attributable to the Assets, or the ability or potential of the Assets to produce Hydrocarbons, or (vii) translations of any of the foregoing. 3.3.2 Buyer has entered into this Agreement in reliance only on the Sellers’ Warranties set out in Section 3.1 and the Buyer’s own independent evaluation of the Assets and the Hydrocarbons potential of the Area, and not in reliance on any assumptions, estimates, projections, forecasts, evaluations or opinions of Sellers, their respective Affiliates or any of their representatives or advisors, Buyer acknowledges that it has not been induced to enter into this Agreement by, and that it does not in connection with this Agreement or its subject matter rely on, any representation, warranty, promise or assurance by the Sellers or any other person other than those contained in this Agreement. The Buyer agrees that, subject only to Section 9, it shall have no right or remedy in respect of, and shall not in connection with any claim arising in relation to this Agreement, or its subject matter plead or assert the making or existence of, any representation, warranty, promise or assurance by against the Sellers or its directors, employees or advisers save for those herein contained in with respect of which the Buyer shall have no right to rescind or terminate this Agreement (except as provided in Section 10.2) Buyer specifically acknowledges and accepts the disclaimer set out in Section 3.3.1thereto.