Common use of Opportunity to Verify Information Clause in Contracts

Opportunity to Verify Information. Without limitation of such Earthstone Party’s rights under Section 6.1, or the disclaimers contained in Section 6.5, subject to Purchaser’s rights to access the Assets to conduct a due diligence review in accordance with this Agreement, Purchaser and its representatives have, or will have before Closing, (a) been permitted full and complete access to all materials relating to the Assets, (b) been afforded the opportunity to ask all questions of Seller (or one or more Persons acting on Seller’s behalf) concerning the Assets, (c) been afforded the opportunity to investigate the condition, including the subsurface condition, of the Assets, and (d) had the opportunity to take such other actions and make such other independent investigations as Purchaser deems necessary to evaluate the Assets and understand the merits and risks of an investment therein and to verify the truth, accuracy, and completeness of the materials, documents, and other information provided or made available to Purchaser (whether by Seller or otherwise). Without limiting or impairing any representation, warranty, covenant or agreement of Seller contained in this Agreement and the Transaction Agreements, or Purchaser’s right to rely thereon and Purchaser’s rights pursuant to Article 11, PURCHASER HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY MATERIALS, DOCUMENTS, OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER (WHETHER OR NOT BY SELLER), WHETHER UNDER THIS AGREEMENT, AT COMMON LAW, BY STATUTE, OR OTHERWISE.

Opportunity to Verify Information. Without limitation of such Earthstone PartyPurchaser’s rights under Section 6.1, or the disclaimers contained in Section 6.5, subject to Purchaser’s rights to access the Assets to conduct a due diligence review in accordance with this Agreement, Purchaser and its representatives have, or will have before Closing, (a) been permitted full and complete access to all materials relating to the Assets, (b) been afforded the opportunity to ask all questions of Seller (or one or more Persons acting on Seller’s behalf) concerning the Assets, (c) subject to the restrictions on access to the Assets set forth in this Agreement, been afforded the opportunity to investigate the condition, including the subsurface condition, condition of the Assets, and (d) subject to the restrictions on access to the Assets set forth in this Agreement, had the opportunity to take such other actions and make such other independent investigations as Purchaser deems necessary to evaluate the Assets and understand the merits and risks of an investment therein and to verify the truth, accuracy, and completeness of the materials, documents, and other information provided or made available to Purchaser (whether by Seller or otherwise). Without limiting or impairing any representationEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, warranty, covenant or agreement of Seller contained in this Agreement and the Transaction Agreements, or Purchaser’s right to rely thereon and Purchaser’s rights pursuant to Article 11ABSENT ANY FRAUDULENT CONDUCT BY SELLER, PURCHASER HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY MATERIALS, DOCUMENTS, OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER (WHETHER OR NOT BY SELLER), WHETHER UNDER THIS AGREEMENT, AT COMMON LAW, BY STATUTE, OR OTHERWISE.

Opportunity to Verify Information. Without limitation of such Earthstone Party’s rights under Section 6.1, or the disclaimers contained in Section 6.5, subject to Purchaser’s rights to access the Assets to conduct a due diligence review in accordance with this Agreement, Purchaser and its representatives have, or will have before Closing, (a) been permitted full and complete access to all materials relating to the Assets, (b) been afforded the opportunity to ask all questions of Seller (or one or more Persons acting on Seller’s behalf) concerning the Assets, (c) been afforded the opportunity to investigate the condition, including the subsurface condition, of the Assets, and (d) had the opportunity to take such other actions and make such other independent investigations as Purchaser deems necessary to evaluate the Assets and understand the merits and risks of an investment therein and to verify the truth, accuracy, and completeness of the materials, documents, and other information provided or made available to Purchaser (whether by Seller or otherwise). Without limiting or impairing any representationAt Closing, warranty, covenant or agreement Purchaser shall be deemed to have knowledge of Seller all facts contained in this Agreement such materials, documents, and the Transaction Agreementsother information, and of any omission or absence of facts from such materials, documents, and other information which would have been discovered by Purchaser’s right to rely thereon exercise of reasonable care and Purchaser’s rights pursuant to Article 11due diligence. ABSENT ANY FRAUDULENT CONDUCT BY SELLER, PURCHASER HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY MATERIALS, DOCUMENTS, OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER (WHETHER OR NOT BY SELLER), WHETHER UNDER THIS AGREEMENT, AT COMMON LAW, BY STATUTE, OR OTHERWISE.