Common use of Waiver of Representations and Warranties Clause in Contracts

Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title contained in the Assignment and the Surface Deed, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (i) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties); (ii) title; (iii) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (iv) compliance with Applicable Contracts and applicable Laws (including Environmental Laws); (v) the environmental condition of the Conveyed Properties; (vi) absence of defects (latent or patent), safety and state of repair; (vii) any rights of Buyer and/or its affiliates under applicable Laws to claim diminution of consideration or return of the Purchase Price; (viii) any warranty of freedom from patent, copyright or trademark infringement; and (ix) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, at the Closing, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title set forth in the Assignment and the Surface Deed and for the representations and warranties expressly made by Seller in this Article IV and in any certificate delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii) and Buyer’s rights to any indemnity for a breach thereof at Closing, there are no representations or warranties that extend beyond the face of this Agreement as provided in (and subject to the terms and conditions of) Article XI. (b) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORM.

Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), III and the special warranty of title contained in the Assignment and the Surface DeedAssignment, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (ia) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties and federal, state, local or tribal income or other Tax consequences associated with the Properties); (iib) title; (iiic) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (ivd) compliance with Applicable Contracts and applicable Laws (including Environmental Laws); (ve) the environmental condition of the Conveyed Properties; (vif) absence of defects (latent or patent), safety and state of repair; (viig) any rights of Buyer and/or its affiliates under applicable Laws to claim diminution of consideration or return of the Purchase Price; (viiih) any warranty of freedom from patent, copyright or trademark infringement; and (ixi) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface DeedAssignment, at the Closing, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title set forth in the Assignment and the Surface Deed and for the representations and warranties expressly made by Seller in this Article IV and in any certificate delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii8.2(b)(ii) and Buyer’s rights to any indemnity for a breach thereof at Closing, there are no representations or warranties that extend beyond the face of this Agreement as provided in (and subject to the terms and conditions of) Article XI. (b) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORM.X.

Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), III and the special warranty of title contained in the Assignment and the Surface DeedAssignment, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (ia) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties and federal, state, local or tribal income or other Tax consequences associated with the Properties); (iib) title; (iiic) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (ivd) compliance with Applicable Contracts and applicable Laws laws (including Environmental Laws); (ve) the environmental condition of the Conveyed Properties; (vif) absence of defects (latent or patent), safety and state of repair; (viig) any rights of Buyer and/or its affiliates under applicable Laws laws to claim diminution of consideration or return of the Purchase Price; (viiih) any warranty of freedom from patent, copyright or trademark infringement; and (ixi) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface DeedAssignment, at the Closing, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title set forth in the Assignment and the Surface Deed and for the representations and warranties expressly made by Seller in this Article IV and in any certificate delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii8.2(b)(ii) and Buyer’s rights to any indemnity for a breach thereof at Closing, there are no representations or warranties that extend beyond the face of this Agreement as provided in (and subject to the terms and conditions of) Article XI. (b) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORM.X.

Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title Defensible Title contained in the Assignment and the Surface Deed, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (ia) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates Affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties and federal, state, local or tribal income or other Tax consequences associated with the Properties); (iib) title; (iiic) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (ivd) compliance with Applicable Contracts and applicable Laws (including Environmental Laws); (ve) the environmental condition of the Conveyed Properties; (vif) absence of defects (latent or patent), safety and state of repair; (viig) any rights of Buyer and/or its affiliates Affiliates under applicable Laws to claim diminution of consideration or return of the Purchase Price; (viiih) any warranty of freedom from patent, copyright or trademark infringement; and (ixi) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title Defensible Title set forth in the Assignment and the Surface DeedAssignment, at the Closing, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title Defensible Title set forth in the Assignment and the Surface Deed and for the representations and warranties expressly made by Seller in this Article IV and in any certificate certificates delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii9.2(b)(ii) and Buyer’s rights to any indemnity for a breach thereof at Closing, there are no representations or warranties that extend beyond the face of this Agreement as provided in (and subject to the terms and conditions of) Article XI. (b) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORM.

Waiver of Representations and Warranties. (a) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), III and the special warranty of title Special Warranty contained in the Assignment and the Surface DeedAssignment, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (ia) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Conveyed Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed Properties, the financial viability or productivity of the Conveyed Properties, the environmental or physical condition of the Conveyed Properties and federal, state, local or tribal income or other Tax consequences associated with the Properties); (iib) title; (iiic) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed Properties, both surface and subsurface; (ivd) compliance with Applicable Contracts and applicable Laws laws (including Environmental Laws); (ve) the environmental condition of the Conveyed Properties; (vif) absence of defects (latent or patent), safety and state of repair; (viig) any rights of Buyer and/or its affiliates under applicable Laws laws to claim diminution of consideration or return of the Purchase Price; (viiih) any warranty of freedom from patent, copyright or trademark infringement; and (ixi) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the express representations and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, at the ClosingAssignment, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title set forth in the Assignment and the Surface Deed and for the representations and warranties expressly made by Seller in this Article IV and in any certificate delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii) and Buyer’s rights to any indemnity for a breach thereof at ClosingAssignment, there are no representations or warranties that extend beyond the face of this Agreement as provided in (and subject to the terms and conditions of) Article XIAgreement. (b) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORM.

Waiver of Representations and Warranties. Except for (ai) The express representations and warranties of Seller contained in this Article IV and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title contained in the Assignment Assignment, (ii) the Parties’ rights and obligations under ARTICLE V or ARTICLE X, (iii) actual, intentional fraud, or (iv) the Surface Deedexpress representations and warranties of each Party contained in this Agreement, are exclusive the Investment Agreement and are in lieu ofany other Buyer Deliverable or Seller Deliverable, no Party makes any other, and Seller expressly disclaims and negates negates, and Buyer each Party hereby waives, any other representation or warranty, express, statutory, implied, or otherwise, including with respect to: (ia) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyerit, its officers, agents, employees Affiliates and affiliates its and their respective Representatives in connection with Buyersuch Party’s investigation of Sellers or the Conveyed Properties and Assumed Liabilities and Properties, in the transactions contemplated hereby case of Buyer, or Buyer or the Buyer Common Stock, in the case of Sellers, or the Transactions (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Conveyed PropertiesProperties or the properties of Buyer, the financial viability or productivity of the Conveyed PropertiesProperties or the properties of Buyer, the environmental or physical condition of the Conveyed PropertiesProperties or the properties of Buyer and federal, state, local or tribal income or other Tax consequences associated with the Properties or the properties of Buyer); (iib) title; (iiic) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Conveyed PropertiesProperties or the properties of Buyer, both surface and subsurface; (ivd) compliance with contracts, including Applicable Contracts Contracts, and applicable Laws (including Environmental Laws); (ve) the environmental condition of the Conveyed PropertiesProperties or the properties of Buyer; (vif) absence of defects (latent or patent), safety and state of repair; (vii) any rights of Buyer and/or its affiliates under applicable Laws to claim diminution of consideration or return of the Purchase Price; (viiig) any warranty of freedom from patent, copyright or trademark infringement; and (ixh) production rates, recompletion opportunities, decline rates and gas balancing information. Except for the express representations ; and warranties of Seller contained in this Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deed, Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, (i) merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for (w) the special warranty of title contained in the Assignment, (x) the Parties’ rights and obligations under ARTICLE V or ARTICLE X, (y) actual, intentional fraud, or (z) the express representations and warranties of each Seller contained in this Agreement, the Investment Agreement and Seller’s certificate delivered pursuant to Section 9.2(b)(iii), and the special warranty of title set forth in the Assignment and the Surface Deedany other Buyer Deliverable or Seller Deliverable, at the Closing, the Conveyed Properties are sold, and Buyer accepts the Conveyed Properties in each case, “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for (w) the special warranty of title set forth contained in the Assignment Assignment, (x) the Parties’ rights and obligations under ARTICLE V or ARTICLE X, (y) actual, intentional fraud, or (z) the Surface Deed and for the express representations and warranties expressly made by of each Seller contained in this Article IV and in Agreement or any certificate delivered by it to Buyer at Closing pursuant to Section 9.2(b)(iii) and Buyer’s rights to any indemnity for a breach thereof at Closing, Seller Deliverable there are no representations or warranties that extend beyond the face of this Agreement or the Investment Agreement as provided in (and subject to the terms and conditions of) ARTICLE X (Indemnification) and Article XI. VI (bIndemnification) Buyer acknowledges and agrees that the Conveyed Properties have been used for oil and gas drilling and production operations, related oil field operations and possibly for the storage and disposal of deleterious substances, and that the Conveyed Properties may be contaminated with a variety of harmful substances. Physical changes in or under the Conveyed Properties or adjacent lands may have occurred as a result of such uses. The Conveyed Properties may contain xxxxx, sumps, landfills, pits, ponds, tanks, impoundments, foundations, pipelines and other equipment whether or not of a similar nature, any of which may be buried and contain deleterious substances, and the locations of which may not be readily apparent by a physical inspection of the Conveyed Properties. In addition Buyer acknowledges that some oil field production equipment may contain hazardous materials, including asbestos and naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM in the form of scale or in other forms may have become dislodged from the inside of xxxxx, materials and equipment and be located on the Conveyed Properties. Buyer expressly understands that special procedures may be required for the removal and disposal of asbestos, NORM and other deleterious substances from the Conveyed Properties where they may be found. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that no Environmental Defect may be asserted on the basis of NORMInvestment Agreement.