Common use of Seller’s Disclaimers Clause in Contracts

Seller’s Disclaimers. (a) BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR TO THE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE ASSETS, THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDER, AND THE OPERATIONS, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, CONCERNING THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTS.

Seller’s Disclaimers. Except as expressly set forth in this Agreement, Seller disclaims all liability and responsibility for any representation, warranty, statements or communications (aorally or in writing) to any Person (including, any information contained in any opinion, information or advice that may have been provided to any such Person by any officer, director, stockholder, partner, employee, agent, consultant, representative or contractor of Seller, its parent, subsidiary and Affiliates or any engineer or engineering firm, or other agent, consultant or representative) wherever and however made with respect to the transactions contemplated hereby. BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR TO THE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE ASSETS, THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDERSELLER HAS NOT MADE, AND THE OPERATIONSSELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSINGBUYER HEREBY EXPRESSLY WAIVES, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, THERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF ANY SELLER, OR (c) OTHER THAN AS SET FORTH IN SECTION 5.16, THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES (ii) ANY IMPLIED OR DEFECTS, EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, CONDITION (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vi) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN ARTICLE V) THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER REPRESENTS TO SELLER THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE. SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY EQUIPMENTAPPLICABLE LAW, CONCERNING THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTSRULE OR ORDER.

Seller’s Disclaimers. (a) BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR EXCEPT FOR SELLER'S SPECIAL WARRANTY OF TITLE TO THE PROPERTIES AND AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER SELLS AND TRANSFERS THE PROPERTIES TO BUYER WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING TO (i) THE CONDITION OR MERCHANTABILITY OF THE PROPERTIES, OR (ii) THE FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE. BUYER HAS INSPECTED, OR BEFORE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATIONINSPECTED OR BEEN GIVEN THE OPPORTUNITY TO INSPECT, ANALYSIS THE PROPERTIES AND EVALUATION IS SATISFIED AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION (BOTH SURFACE AND SUBSURFACE) OF THE ASSETSPROPERTY AND OFFSITE LOCATIONS AND ACCEPTS THE PROPERTY "AS IS", THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDER"WHERE IS", AND THE OPERATIONS, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “"WITH ALL FAULTS,” AND ." EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION WARRANTY OR WARRANTYREPRESENTATION, EXPRESS, STATUTORY OR IMPLIED OF MERCHANTABILITYIMPLIED, FREEDOM FROM REDHIBITORY VICES AS TO (i) THE ACCURACY, COMPLETENESS, OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS MATERIALITY OF ANY EQUIPMENTDATA, CONCERNING INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTS.PROPERTIES;

Seller’s Disclaimers. Except as expressly set forth in this Agreement, each Seller disclaims all liability and responsibility for any representation, warranty, statements or communications (aorally or in writing) to any Person (including, any information contained in any opinion, information or advice that may have been provided to any such Person by any officer, director, stockholder, partner, employee, agent, consultant, representative or contractor of such Seller, its Affiliates or any engineer or engineering firm, or other agent, consultant or representative) wherever and however made with respect to the transactions contemplated hereby. BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR TO THE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE ASSETS, THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDERNO SELLER HAS MADE, AND THE OPERATIONSEACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSINGBUYER HEREBY EXPRESSLY WAIVES, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF ANY SELLER, OR (c) OTHER THAN AS SET FORTH IN SECTION 5.15, THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES (ii) ANY IMPLIED OR DEFECTS, EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, CONDITION (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vi) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF BUYER AND EACH SELLER THAT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN ARTICLE V) THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER REPRESENTS TO EACH SELLER THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE. EACH SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY EQUIPMENTAPPLICABLE LAW, CONCERNING THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTSRULE OR ORDER.

Seller’s Disclaimers. (a) BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR EXCEPT FOR SELLER'S SPECIAL WARRANTY OF TITLE TO THE PROPERTIES AND AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER SELLS AND TRANSFERS THE PROPERTIES TO BUYER WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING TO (i) THE CONDITION OR MERCHANTABILITY OF THE PROPERTIES, OR (ii) THE FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE. BUYER HAS INSPECTED, OR BEFORE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATIONINSPECTED OR BEEN GIVEN THE OPPORTUNITY TO INSPECT, ANALYSIS THE PROPERTIES AND EVALUATION IS SATISFIED AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION (BOTH SURFACE AND SUBSURFACE) OF THE ASSETSPROPERTY AND OFFSITE LOCATIONS AND ACCEPTS THE PROPERTY "AS IS", THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDER"WHERE IS", AND THE OPERATIONS, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “"WITH ALL FAULTS,” AND ." EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION WARRANTY OR WARRANTYREPRESENTATION, EXPRESS, STATUTORY OR IMPLIED OF MERCHANTABILITYIMPLIED, FREEDOM FROM REDHIBITORY VICES AS TO (i) THE ACCURACY, COMPLETENESS, OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS MATERIALITY OF ANY EQUIPMENTDATA, CONCERNING INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTS.PROPERTIES; 11

Seller’s Disclaimers. To the extent required by applicable Law to be operative, the disclaimers of certain warranties contained in this Section 4.36 are “conspicuous disclaimers” for purposes of any applicable Law. 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 SELLER DOES NOT MAKE 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) BUYER ACKNOWLEDGES TITLE, (b) THE OPERATING CONDITION OF THE XXXXX AND AFFIRMS THAT PRIOR TO THE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATIONPERSONAL PROPERTY, ANALYSIS (c) THE MERCHANTABILITY, DESIGN, OR QUALITY OF THE XXXXX AND EVALUATION 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 LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDERQUANTITY, AND THE OPERATIONSRECOVERABILITY, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONSOR VALUE OF HYDROCARBON RESERVES, OR (h) ANY OTHER MATTER WHATSOEVER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSINGNotwithstanding anything herein to the contrary, INCLUDINGSection 4.7 encompasses Seller’s sole representations and warranties as to all Tax Matters, WITHOUT LIMITATIONSection 4.11 encompasses Seller’s sole representation and warranty as to environmental matters, THE TITLE WARRANTIES PROVIDED BY SELLERSection 4.17 and Section 4.18 encompass Seller’s sole representations and warranties as to employment matters, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, CONCERNING THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTSand Section 4.21 encompasses Seller’s sole representations and warranty as to title matters.