Common use of No Other Representations or Warranties; Disclosed Materials Clause in Contracts

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), neither Sellers nor any other Person makes (and neither Buyer is relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities or the transactions contemplated by this Agreement, and Sellers disclaim any other representations or warranties not contained in this Section 3, whether made by Sellers, any Affiliate of Sellers or any of their respective officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), each Seller (i) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed warranty of title, merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Venture, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing), and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to either Buyer by any director, officer, employee, agent, consultant or Representative of any Seller or any of their Affiliates). The disclosure of any matter or item in the Disclosed Materials shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect.

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Section 3 Agreement (as qualified by the Disclosed MaterialsSchedules), or in the certificate delivered by SM Energy at Closing or the Subject Special Warranty, neither Sellers SM Energy nor any other Person makes (and neither Buyer is not relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets SM Energy (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities Assets) or the transactions contemplated by this Agreement, and Sellers disclaim SM Energy disclaims any other representations or warranties not contained in this Section 3Agreement, whether made by SellersSM Energy, any Affiliate of Sellers SM Energy, or any of their respective officers, directors, employeesmanagers, agents employees or Representativesagents. Except for the representations and warranties contained in this Section 3 Agreement (as qualified by the Disclosed MaterialsSchedules), each Seller (i) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed warranty of title, merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Venture, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing), and (ii) SM Energy disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer or any of their respective its Affiliates or Representatives any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to either Buyer by any director, officer, employee, agent, consultant or Representative representative of any Seller SM Energy, or any of their its Affiliates). Buyer acknowledges and represents, warrants and agrees that it has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of SM Energy, except for the representations and warranties of SM Energy expressly set forth in this Agreement, or in the certificate delivered by SM Energy at Closing or the Subject Special Warranty and waives any right Buyer may have against SM Energy with respect to any inaccuracy in any such representation, warranty, statement or information, or with respect to any omission or concealment, on the part of SM Energy or any representative of SM Energy, of any potentially material information. The disclosure of any matter or item in the Disclosed Materials Schedules shall not be deemed to constitute an acknowledgment acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect. Notwithstanding any of the foregoing, nothing herein shall relieve SM Energy for any liability for knowing and intentional fraud.

No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Section 3 Agreement (as qualified by the Disclosed MaterialsSchedules), the SM Energy Certificate and the special warranty of title contained in the Assignment, neither Sellers SM Energy nor any other Person makes (and neither Buyer is not relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets SM Energy (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities Assets) or the transactions contemplated by this Agreement, and Sellers disclaim SM Energy disclaims any other representations or warranties not contained in this Section 3Agreement, the SM Energy Certificate or the special warranty of title contained in the Assignment, whether made by SellersSM Energy, any Affiliate of Sellers SM Energy, or any of their respective officers, directors, employeesmanagers, agents employees or Representativesagents. Except for the representations and warranties contained in this Section 3 Agreement (as qualified by the Disclosed MaterialsSchedules), each Seller (i) expressly disclaims the SM Energy Certificate and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed special warranty of title, merchantability or fitness for a particular purpose, or of title contained in the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Venture, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing)Assignment, and (ii) without limiting SM Energy’s indemnification obligation set forth in Section 13.2, SM Energy disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer or any of their respective its Affiliates or Representatives any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to either Buyer by any director, officer, employee, agent, consultant or Representative representative of any Seller SM Energy, or any of their its Affiliates). Buyer acknowledges and represents, warrants and agrees that it has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of SM Energy, except for the representations and warranties of SM Energy expressly set forth in this Agreement, the SM Energy Certificate and the special warranty of title contained in the Assignment, and waives any right Buyer may have against SM Energy with respect to any inaccuracy in any such representation, warranty, statement or information, or with respect to any omission or concealment, on the part of SM Energy or any representative of SM Energy, of any potentially material information. The disclosure of any matter or item in the Disclosed Materials Schedules shall not be deemed to constitute an acknowledgment acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect.

No Other Representations or Warranties; Disclosed Materials. Except EXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER AND EACH COMPANY SET FORTH IN THIS AGREEMENT AND THE CERTIFICATE DELIVERED PURSUANT TO SECTION 2.5(g) AND WITHOUT LIMITING BUYER’S RIGHTS TO INDEMNITY UNDER ARTICLE X, BUYER AGREES THAT NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED AT COMMON LAW, BY STATUTE, OR OTHERWISE (ALL OF WHICH SELLER HEREBY DISCLAIMS), RELATING TO THE COMPANIES, ASSETS, THE TRANSACTIONS CONTEMPLATED HEREBY OR (a) TITLE, (b) THE OPERATING CONDITION OF THE XXXXX AND THE PERSONAL PROPERTY, (c) THE MERCHANTABILITY, DESIGN, OR QUALITY OF THE XXXXX AND THE PERSONAL PROPERTY, (d) THE FITNESS OF THE XXXXX AND THE PERSONAL PROPERTY FOR ANY PARTICULAR PURPOSE, (e) THE ABSENCE OF LATENT DEFECTS, (f) THE ENVIRONMENTAL CONDITION OF THE ASSETS, (g) THE QUANTITY, RECOVERABILITY, OR VALUE OF HYDROCARBON RESERVES, OR (h) ANY OTHER MATTER WHATSOEVER. Buyer acknowledges and represents, warrants and agrees that, absent fraud, it has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of Seller or the Companies, except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), neither Sellers nor any other Person makes (Article III and neither Buyer is relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities or the transactions contemplated by this AgreementArticle IV, and Sellers disclaim waives any other representations or warranties not contained in this Section 3, whether made by Sellers, any Affiliate of Sellers right Buyer or any of their respective officers, directors, employees, agents or Representatives. Except for the representations and warranties contained in this Section 3 (as qualified by the Disclosed Materials), each Seller (i) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed warranty of title, merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Ventureits Affiliates may have against Seller, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing), and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer Companies or any of their respective Affiliates with respect to any inaccuracy in any such representation, warranty, statement or Representatives (including any opinion, information, projection or advice that may have been with respect to any omission or may be provided to either Buyer by concealment, on the part of Seller, the Companies or any directorrepresentative thereof, officer, employee, agent, consultant or Representative of any Seller or any of their Affiliates)potentially material information. The disclosure of any matter or item in the Disclosed Materials schedules shall not be deemed to constitute an acknowledgment acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect.

No Other Representations or Warranties; Disclosed Materials. Except for the representations representations, warranties and warranties covenants contained in this Section 3 Agreement (as qualified by the Disclosed Materials)Schedules) and the special warranty of title contained in the Contribution Documents, neither Sellers SM Energy nor any other Person makes (and neither Buyer is not relying upon) any other express or implied representation or warranty with respect to Sellers, the Target Companies, the Tiwest Joint Venture, the Tiwest Joint Venture Participants, the Business, the Acquired Business, the Acquired Assets SM Energy (including the value, condition or use of any Acquired Asset or any asset of any Target Company), the Assumed Liabilities Assets) or the transactions contemplated by this Agreement, and Sellers disclaim SM Energy disclaims any other representations or warranties not contained in this Section 3Agreement, whether made by SellersSM Energy, any Affiliate of Sellers SM Energy, or any of their respective officers, directors, employeesmanagers, agents employees or Representativesagents. Except for the representations and warranties contained in this Section 3 Agreement (as qualified by the Disclosed Materials), each Seller (iSchedules) expressly disclaims and negates any representation or warranty, express or implied, at common law, by statute or otherwise, relating to the condition of the Acquired Assets or the assets of the Target Companies (including any implied or expressed special warranty of titletitle contained in the Contribution Documents, merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Target Companies, use or operation of the Tiwest Joint Venture, the Business, the Acquired Business or the Acquired Assets by Buyers after the Closing), and (ii) SM Energy disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to either Buyer or any of their respective its Affiliates or Representatives any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to either Buyer by any director, officer, employee, agent, consultant or Representative representative of any Seller SM Energy, or any of their its Affiliates). Buyer acknowledges and represents, warrants and agrees that it has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of SM Energy, except for the representations and warranties of SM Energy expressly set forth in this Agreement and the special warranty of title contained in the Contribution Documents, and waives any right Buyer may have against SM Energy with respect to any inaccuracy in any such representation, warranty, statement or information, or with respect to any omission or concealment, on the part of SM Energy or any representative of SM Energy, of any potentially material information. The disclosure of any matter or item in the Disclosed Materials Schedules shall not be deemed to constitute an acknowledgment acknowledgement that any such matter is required to be disclosed or is material or that such matter would or would reasonably be expected to result in a Material Adverse Effect. From time to time prior to the Closing Date, SM Energy shall have the right (but not the obligation) solely with respect to matters that occur during the period from the date hereof to the Closing Date, to supplement or amend the Schedules hereto to correct any matter that would otherwise constitute a breach of any representation or warranty of SM Energy contained herein (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and supplement and amend the Schedules as of the Closing Date; provided, however, that any such Schedule Supplement shall be disregarded for purposes of, and shall not affect Buyer’s conditions to Closing set forth in Section ‎9.1.