Common use of No Warranty Unless Expressly Included Clause in Contracts

No Warranty Unless Expressly Included. 9.3.1 Save as and only to the extent set forth in Clause 9.1, the Sellers make no representations or warranties in respect of any matter or thing and disclaim all liability and responsibility for any representation, warranty, statement, opinion, information or advice made or communicated (orally or in writing (including, without restriction, electronically)) to any person including the Buyers, their Affiliates or any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Buyers or their Affiliates (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyers by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Sellers) and the Buyers acknowledge and affirm that they have not relied upon any such representation, warranty, statement, opinion, information or advice in entering into or carrying out the transactions contemplated by this Agreement. 9.3.2 The Buyers acknowledge and affirm that they have made their own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuations, physical condition of equipment and assets, assessment of tax matters, legal and contractual rights, obligations and liabilities and prospects for the Sale Assets and acknowledge and affirm, that in making the decision to enter into this agreement and purchase the Sale Assets, they have relied to that extent upon its independent investigation and those of their representatives, including professional, legal, tax, financial, business and other advisers. 9.3.3 Any breach of warranty made by the Sellers shall not be enforceable against the Sellers to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known by the Buyers at the time the Buyers entered into this Agreement. 9.3.4 The warranties and any liabilities of the Sellers are subject to the matters contained or referred to in the Disclosure Materials. Any breach of warranty will not be enforceable against the Sellers to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was identified in the Disclosure Materials. 9.3.5 The Buyers acknowledge that they have had the opportunity to examine the Disclosure Materials, seek independent advice in relation to the Sale Assets, to conduct a due diligence exercise in relation to the Sale Assets and to obtain information in respect of those matters that the Buyers consider relevant, and that a buyer would reasonably consider relevant, to entering into this Agreement and that it has knowledge and experience in international and New Zealand oil and gas exploration, development, production, transportation, storage, marketing and in financial and other business matters and is therefore capable of evaluating the merits and risks associated with entering into this Agreement. 9.3.6 Without prejudice to any other provision of this Agreement, the Sellers make no representations or warranties as to: (a) the amounts of reserves attributable to and the field life of the Sale Assets or the availability of Petroleum; (b) any geological, geophysical, engineering, economic, fiscal or other interpretations, forecasts or evaluations; (c) the physical condition of any equipment, material, fixtures, fittings, wxxxx or other items included in the Sale Assets; (d) the extent of the liabilities and obligations and rights and benefits under the Permits, the Commercial Contracts, the Joint Venture Operating Agreements, the Farmins and the Land arrangements; (e) future matters, including future or forecast costs (including but not limited to, Abandonment Costs), revenues, profits, or environmental remediation or rehabilitation costs; or (f) terms or availability of markets for Petroleum, pipeline access, transportation, storage or wharfage rights whether through the Sellers, Affiliates of the Sellers or otherwise, in so far as they relate to any of the Sale Assets or any interest of the Sellers in the Land.

No Warranty Unless Expressly Included. 9.3.1 (a) Save as and only to the extent set forth in Clause 9.112.1, the Sellers make Seller makes no representations or warranties in respect of any matter or thing and disclaim disclaims all liability and responsibility for any representation, warranty, statement, opinion, opinion or information or advice made or communicated (orally or in writing (including, without restriction, electronically)writing) to any person including the Buyers, their Affiliates or any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Buyers or their Affiliates Buyer (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyers Buyer by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the SellersSeller or a tender document) and the Buyers acknowledge Buyer acknowledges and affirm affirms that they have it has not relied upon any such representation, warranty, statement, opinion, opinion or information or advice in entering into or carrying out the transactions contemplated by this Agreement. 9.3.2 The Buyers acknowledge (b) Subject to the Warranties, the Buyer acknowledges and affirm affirms that they have it has made their its own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuations, physical condition of equipment valuations and assets, assessment of tax matters, legal and contractual rights, obligations and liabilities allowances and prospects for development of the Sale Assets and acknowledge acknowledges and affirm, affirms that in making the decision to enter into this agreement and purchase the Sale Assets, they have it has relied to that extent upon its independent investigation and those of their its representatives, including professional, legal, tax, economic, financial, business and other advisers. 9.3.3 Any breach of warranty (c) The Buyer acknowledges that subject in all respects to the Warranties: (i) it has made its own enquiries and has undertaken assessments and due diligence with respect to the Company, the Assets and the business conducted by the Sellers shall not be enforceable against the Sellers Company and has satisfied itself as to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known by the Buyers at the time the Buyers entered into this Agreement. 9.3.4 The warranties and any liabilities of the Sellers are subject to the matters contained or referred to Company's interest in the Disclosure Materials. Any breach of warranty will not be enforceable against Titles as set out in Schedule 1 and the Sellers to the extent that it is shown that the inaccuracyJoint Venture Contracts set out in Schedule 5, error or omission underlying the alleged breach was identified in the Disclosure Materials. 9.3.5 The Buyers acknowledge that they have had the opportunity to examine the Disclosure Materials, seek independent advice in relation to the Sale Assets, to conduct a due diligence exercise in relation to the Sale Assets and to obtain information in respect of those matters that the Buyers consider relevant, and that a buyer would reasonably consider relevant, prior to entering into this Agreement and that it has knowledge and experience in international and New Zealand oil and gas exploration, development, production, transportation, storage, marketing and in financial and other business matters and is therefore capable of evaluating the merits and risks associated with entering into this Agreement. 9.3.6 Without prejudice to any other provision of this Agreement, the Sellers make no representations or warranties as to: (a) the amounts of reserves attributable to and the field life of the Sale Assets or the availability of Petroleum; (bii) any geological, geophysical, engineering, economic, fiscal or other interpretations, forecasts or evaluations; (c) the physical condition of any equipment, material, fixtures, fittings, wxxxx or other items included in the Sale Assets; (d) the extent it and its advisers have completed a review of the liabilities and obligations and rights and benefits under the Permits, the Commercial Contracts, the Joint Venture Operating Agreements, the Farmins and the Land arrangements; (e) future matters, including future or forecast costs (including but not limited to, Abandonment Costs), revenues, profits, or environmental remediation or rehabilitation costs; or (f) terms or availability of markets for Petroleum, pipeline access, transportation, storage or wharfage rights whether through the Sellers, Affiliates financial records of the Sellers or otherwise, in so far as they relate to any Company for the purpose of verifying the accounts of the Sale Assets or any interest of the Sellers in the Land.Company;

No Warranty Unless Expressly Included. 9.3.1 (a) Save as and only to the extent set forth in Clause 9.112.1, the Sellers make Seller makes no representations or warranties in respect of any matter or thing and disclaim disclaims all liability and responsibility for any representation, warranty, statement, opinion, opinion or information or advice made or communicated (orally or in writing (including, without restriction, electronically)writing) to any person including the Buyers, their Affiliates or any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Buyers or their Affiliates Buyer (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyers Buyer by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the SellersSeller or a tender document) and the Buyers acknowledge Buyer acknowledges and affirm affirms that they have it has not relied upon any such representation, warranty, statement, opinion, opinion or information or advice in entering into or carrying out the transactions contemplated by this Agreement. 9.3.2 The Buyers acknowledge (b) Subject to the Warranties, the Buyer acknowledges and affirm affirms that they have it has made their its own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuations, physical condition of equipment valuations and assets, assessment of tax matters, legal and contractual rights, obligations and liabilities allowances and prospects for development of the Sale Assets and acknowledge acknowledges and affirm, affirms that in making the decision to enter into this agreement and purchase the Sale Assets, they have it has relied to that extent upon its independent investigation and those of their its representatives, including professional, legal, tax, economic, financial, business and other advisers. 9.3.3 Any (c) The Buyer acknowledges that subject in all respects to the Warranties: (i) it has made its own enquiries and has undertaken assessments and due diligence with respect to the Company, the Assets and the business conducted by the Company and has satisfied itself as to the Company's interest in the Titles as set out in Schedule 1 and the Joint Venture Contracts set out in Schedule 5, prior to entering into this Agreement; (ii) it and its advisers have completed a review of the financial records of the Company for the purpose of verifying the accounts of the Company; (iii) it has not relied on any representation made by or on behalf of the Seller in making its decision to enter into this Agreement other than the Warranties; (iv) the Seller gives no representation or warranty in respect of the existence or absence of common law or statutory native title rights in respect of the Assets or whether any claim for native title rights exists or will arise in respect of the Assets and the Buyer acknowledges that it has conducted its own enquiries with respect to native title matters; (v) the Seller is induced to enter into this Agreement in consequence of these acknowledgments; and (vi) the Seller gives no representation or warranty as to any Tax balances of the Company, and to the extent Tax balances can be calculated from or derived from the Balance Sheet, any warranty and representation in respect of such balances, their calculation or derivation is denied and the Buyer shall have no claim whatsoever against the Seller in respect thereof. (d) The Buyer agrees that it has actual or constructive knowledge of some of the subject matter of the Warranties and any breach of warranty made by the Sellers shall Warranty will not be enforceable against the Sellers Seller to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known or was constructively known by the Buyers Buyer at or prior to the time the Buyers Buyer entered into this Agreement. 9.3.4 The warranties and any liabilities of the Sellers are subject to the matters contained or referred to in the Disclosure Materials. Any breach of warranty will not be enforceable against the Sellers to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was identified in the Disclosure Materials. 9.3.5 The Buyers acknowledge that they have had the opportunity to examine the Disclosure Materials, seek independent advice in relation to the Sale Assets, to conduct a due diligence exercise in relation to the Sale Assets and to obtain information in respect of those matters that the Buyers consider relevant, and that a buyer would reasonably consider relevant, to entering into this Agreement and that it has knowledge and experience in international and New Zealand oil and gas exploration, development, production, transportation, storage, marketing and in financial and other business matters and is therefore capable of evaluating the merits and risks associated with entering into this Agreement. 9.3.6 (e) Without prejudice to any other provision the generality of this Agreementthe foregoing, the Sellers make Seller makes no representations or warranties as to: (ai) the amounts of reserves attributable to and the field life of the Sale Assets or the availability of PetroleumAssets; (bii) any geological, geophysical, engineering, economic, fiscal economic or other interpretations, forecasts or evaluations; (c) the physical condition of any equipment, material, fixtures, fittings, wxxxx or other items included in the Sale Assets; (d) the extent of the liabilities and obligations and rights and benefits under the Permits, the Commercial Contracts, the Joint Venture Operating Agreements, the Farmins and the Land arrangements; (e) future matters, including future or forecast costs (including but not limited to, Abandonment Costs), revenues, profits, or environmental remediation or rehabilitation costs; or (fiii) terms or availability of markets for Petroleum, pipeline access, transportation, storage or wharfage rights whether through any Tax allowances will in fact be deductible in the Sellers, Affiliates hands of the Sellers or otherwise, in so far as they relate to any of the Sale Assets or any interest of the Sellers in the LandCompany.

No Warranty Unless Expressly Included. 9.3.1 (a) Save as and to only to the extent set forth in Clause 9.1, the Sellers Seller and its Affiliates make no representations or warranties in respect of any matter or thing and disclaim disclaims all liability and responsibility for any representation, warranty, statement, opinion, information or advice made or communicated (orally or in writing (including, without restriction, electronically)) to any person including the BuyersBuyer, their its Affiliates or any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the Buyers Buyer or their its Affiliates (including, without limiting the generality of the foregoing, any representation, warranty, statement, opinion, information or advice made and communicated to the Buyers Buyer by any officer, stockholder, director, employee, agent, consultant, counsel or adviser of the SellersSeller) and the Buyers acknowledge Buyer acknowledges and affirm affirms that they have it has not relied upon any such representation, warranty, statement, opinion, information or advice in entering into or carrying out the transactions contemplated by this Agreement. 9.3.2 The Buyers acknowledge (b) Buyer acknowledges and affirm affirms that they have it has made their its own independent investigation, analysis and evaluation of the geological, geophysical and engineering interpretations, economic valuationsvaluations provided by EENZL (excluding the underlying assumptions upon which such valuations and cost allocations are based), physical condition of equipment and assets, assessment of tax matters, legal and contractual rights, obligations and liabilities and prospects for any of the Sale Ngaere Assets, the Waihapa Assets, or the EENZL Assets or any interest of Seller in the Commercial Contracts, Gas Export Pipeline, Ngatoro Spur Line, Oil Export Pipeline, XXXX Joint Venture, XXXX Land, the XXXX Deep Option Reservoirs and acknowledge the Waihapa Production Facilities and affirmacknowledges and affirms, that in making the decision to enter into this agreement and purchase the Sale AssetsAgreement, they have it has relied to that extent upon its independent investigation and those of their its representatives, including professional, legal, taxTax, financial, business and other advisers. 9.3.3 (c) Any breach of warranty made by the Sellers shall not be enforceable against the Sellers Seller to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was known by the Buyers Buyer at the time the Buyers Buyer entered into this Agreement. 9.3.4 (d) The warranties and any liabilities of the Sellers Seller are subject to the matters contained or referred to in the Disclosure Materials, and the warranties do not apply to those matters. Any breach of warranty will not be enforceable against the Sellers Seller to the extent that it is shown that the inaccuracy, error or omission underlying the alleged breach was identified disclosed in the Disclosure Materials. 9.3.5 The Buyers acknowledge (e) Buyer acknowledges that they have it has had the opportunity to examine the Disclosure Materials, seek independent advice in relation to the Sale Shares, the Company, the Ngaere Assets, to the Waihapa Assets and the EENZL Assets, conduct a due diligence exercise in relation to the Sale Shares, the Ngaere Assets, the Waihapa Assets and the EENZL Assets and to obtain information in respect of those matters that the Buyers consider Buyer considers relevant, and that a buyer would reasonably consider relevant, to entering into this Agreement and that it has knowledge and experience in international and New Zealand oil and gas exploration, development, production, transportation, storage, marketing and in financial and other business matters and is therefore capable of evaluating the merits and risks associated with entering into this Agreement.; 9.3.6 (f) Without prejudice to any other provision of this Agreement, the Sellers make Seller makes no representations or warranties as to: (ai) the amounts of reserves attributable to and the field life of the Sale Ngaere Assets, the Waihapa Assets or the EENZL Assets or the availability of Petroleum; ; (bii) any geological, geophysical, engineering, economic, fiscal or other interpretations, forecasts or evaluations; ; (ciii) the physical condition of any equipment, material, fixtures, fittings, wxxxx xxxxx or other items included in the Sale Ngaere Assets; , the Waihapa Assets or the EENZL Assets; (div) the extent of the liabilities and obligations and rights and benefits under the PermitsNgaere Permit and the Waihapa Permit, the XXXX Joint Venture Operating Agreement, the Commercial Contracts, the Joint Venture Operating AgreementsEENZL Assets, the Farmins EENZL Agreement and the XXXX Land arrangements; ; (ev) future matters, including future or forecast costs (including but not limited to, Abandonment Costs), revenues, profits, or environmental remediation or rehabilitation costs; or (f) or terms or availability of markets for Petroleum, (vi) pipeline access, transportation, storage or wharfage rights whether through the SellersSeller, Affiliates of Seller or otherwise (except as may be specifically provided for in the Sellers or otherwise, Commercial Contracts; in so far as they relate to any of the Sale Ngaere Assets, the Waihapa Assets, or the EENZL Assets or any interest of the Sellers Seller in the Commercial Contracts, Gas Export Pipeline, Ngatoro Spur Line, Oil Export Pipeline, XXXX Joint Venture, XXXX Land, the XXXX Deep Option Reservoirs and the Waihapa Production Facilities.