Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED EACH OF PARENT AND MERGER SUB (INDIVIDUALLY AND ON BEHALF OF THEIR RESPECTIVE SUBSIDIARIES) ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR CONTAINED IN ANY TRANSACTION DOCUMENTWARRANTY, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY WHETHER EXPRESS OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR MATTER WHATSOEVER EXCEPT AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT OR CONTAINED THE ONCOR LETTER AGREEMENT, AS APPLICABLE, OR IN THE ANY CERTIFICATE DELIVERED ON BEHALF BY THE COMPANY OR ITS SUBSIDIARIES TO PARENT IN ACCORDANCE WITH THE TERMS HEREOF OR THE ONCOR LETTER AGREEMENT, AND SPECIFICALLY (BUT WITHOUT LIMITING THE GENERALITY OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(CFOREGOING) OR CONTAINED IN THAT NEITHER THE COMPANY NOR ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, EXPRESS, STATUTORY ESTIMATES OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF BUDGETS OF THE SELLERS AT CLOSING PURSUANT COMPANY AND ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO SECTION 2.08(CPARENT (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE REVENUES, RESULTS OF OPERATIONS (OR CONTAINED IN ANY TRANSACTION DOCUMENTCOMPONENT THEREOF), CASH FLOWS OR FINANCIAL CONDITION (OR ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE COMPONENT THEREOF) OF THE SAME HAS BEEN COMPANY AND/OR ANY OF ITS SUBSIDIARIES OR (Y) THE FUTURE BUSINESS AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT OPERATIONS OF THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART COMPANY AND/OR ANY OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERITS SUBSIDIARIES.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED EACH PURCHASER (INDIVIDUALLY AND ON BEHALF OF ITS EQUITYHOLDERS) ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR CONTAINED IN ANY TRANSACTION DOCUMENTWARRANTY, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY WHETHER EXPRESS OR IMPLIED, AS TO (A) ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THE ACCURACY SIGNING DATE AGREEMENTS OR COMPLETENESS OF IN ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED CERTIFICATE DELIVERED BY THE COMPANY TO BUYER EITHER PURCHASER IN CONNECTION ACCORDANCE WITH THE INTERESTS OR TERMS THEREOF, AND SPECIFICALLY (BUT WITHOUT LIMITING THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY GENERALITY OF THE PROPERTIES TO PRODUCE OILFOREGOING) THAT, GAS EXCEPT FOR THE REPRESENTATIONS AND OTHER HYDROCARBONSWARRANTIES EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS, (B) TITLE TO NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, ESTIMATES OR BUDGETS OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, COMPANY OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO EITHER PURCHASER (OR ANY GEOLOGICAL OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (DREPRESENTATIVES) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATESREVENUES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS (II) RESULTS OF OPERATIONS (OR ANY DISCUSSION COMPONENT THEREOF), (III) CASH FLOWS OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS (IV) FINANCIAL CONDITION (OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF ANY COMPONENT THEREOF) OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(CCOMPANY AND/OR ANY OF ITS SUBSIDIARIES OR (Y) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD THE FUTURE BUSINESS AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OPERATIONS OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) COMPANY AND/OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERITS SUBSIDIARIES.

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE COMPANY AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY COMPANY AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. ACCORDINGLY, PURCHASER AGREES THAT THE SHARES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THAT THE COMPANY OWNS THE ASSETS AT CLOSING (EXCEPT ANY PROPERTY SOLD UNDER THE PURCHASE AND SALE AGREEMENT) STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES ADJUSTMENTS EXPRESSLY GIVEN IN CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLERS’ LIMITED REPRESENTATIONS SET FORTH IN ARTICLE V HEREOF, THE SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF WARRANTY OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTKIND, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AS TO (A) THE ACCURACY INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND SELLERS DO HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERWARRANTY.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, THE BUSINESS OR THE TRANSACTIONS, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN CONTAINED IN THIS AGREEMENT OR CONTAINED ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN DOCUMENTS, SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESSWARRANTY, STATUTORY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR IMPLIEDINFORMATION MADE, AS TO COMMUNICATED, OR FURNISHED (AORALLY OR IN WRITING) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES ITS AFFILIATES OR AS TO THE QUALITY OR QUANTITY OF OILREPRESENTATIVES (INCLUDING ANY OPINION, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OILPROJECTION, GAS AND OTHER HYDROCARBONSFORECAST, (B) TITLE TO ANY OF THE PROPERTIESSTATEMENT, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTPRESENTATION, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS ADVICE OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, BROKER, BANKER, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY SELLER OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR TRANSACTIONS). NEITHER SELLER NOR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT TO BUYER REGARDING THE PROBABLE SUCCESS OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF PROFITABILITY OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED BUSINESS FOLLOWING THE CLOSING. IN ENTERING INTO THIS AGREEMENT, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY TRANSACTION DOCUMENTSTATEMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL INCLUDING THOSE WHICH MAY BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTOPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, OR SIMILAR MATERIALS CONTAINING INFORMATION REGARDING THE SELLER PARTIES OR THE BUSINESS OR IN ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER DURING THE COURSE OF ITS DUE DILIGENCE INVESTIGATION OF THE SELLER PARTIES AND THE BUSINESS, OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V AND IN THE CLOSING DOCUMENTS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 5.20 OR SECTION 6.11 SHALL LIMIT OR RESTRICT, OR BE USED AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT DEFENSE AGAINST, BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT RECOURSE AGAINST SELLER OR OPERATE AS A RELEASE OF SELLER IN RESPECT OF FRAUD (AS DEFINED HEREIN) BY SELLER RELATING TO ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND SELLER DISCLOSURE SCHEDULES) OR IN THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERCLOSING DOCUMENTS.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, NONE OF THE COMPANY, ITS SUBSIDIARIES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, WITH RESPECT THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND THE COMPANY AND ITS SUBSIDIARIES EXPRESSLY DISCLAIM, AND THE ACQUIROR PARTIES ACKNOWLEDGE THEY HAVE NOT RELIED ON, ANY OTHER REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN WARRANTIES, WHETHER MADE BY THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTCOMPANY, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, ITS SUBSIDIARIES OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, OTHER PERSON (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS INCLUDING THEIR RESPECTIVE AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH ADVISORS). WITHOUT LIMITING THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. GENERALITY OF THE FOREGOING, EXCEPT FOR THOSE THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN CONTAINED IN THIS AGREEMENT ‎ARTICLE III (AS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY HEREBY EXPRESSLY DISCLAIMS, AND THE ACQUIROR PARTIES ACKNOWLEDGE THEY HAVE NOT RELIED ON, ANY OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR CONTAINED INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN THE CERTIFICATE DELIVERED WRITING) TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS,” “MANAGEMENT PRESENTATIONS,” OR “BREAK-OUT SESSIONS,” IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) ACQUIROR OR CONTAINED IN OTHERWISE BY ANY TRANSACTION DOCUMENTDIRECTOR, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION MANAGER, OFFICER, EMPLOYEE, AGENT, ADVISOR, CONSULTANT, OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF REPRESENTATIVE OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) COMPANY OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR OF THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERAFFILIATES).

Disclaimer of Other Representations and Warranties. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THOSE THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN MADE BY SELLER IN THIS AGREEMENT ARTICLE III, NEITHER GSM, SELLER, THE COMPANY, ANY SUBSIDIARY OR CONTAINED IN AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO GSM, SELLER, THE CERTIFICATE DELIVERED ON BEHALF COMPANY OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) FOREGOING (INCLUDING WITHOUT LIMITATION ANY DUE DILIGENCE MATERIALS, FINANCIAL INFORMATION, MEMORANDA OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OFFERING MATERIALS OR REPRESENTATION, EXPRESS, STATUTORY PRESENTATIONS OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUMSIMILAR MATERIALS, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES PRESENTATION OF THE VALUE BUSINESS OF THE PROPERTIES COMPANY OR FUTURE REVENUES GENERATED BY THE PROPERTIESOTHERS, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIESIN WHATEVER FORM, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE CONTEMPLATED HEREBY), AND PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, OTHER THAN THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENTARTICLE III, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED HAS NOT RELIED ON ANY OTHER INFORMATION IN DETERMINING TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF EXECUTE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING ANY OF THE COST ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND THE CONSIDERATION THEREOF WARRANTIES EXPRESSLY MADE BY SELLER IN THIS ARTICLE III, ALL OTHER REPRESENTATIONS AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERWARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY SELLER.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER THE SELLER, ANY OF ITS DIRECT OR INDIRECT MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE SET FORTH IN ARTICLE V OF THIS AGREEMENT, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN ARE HEREBY DISCLAIMED BY THE SELLER, ITS DIRECT OR INDIRECT MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, AND BY THEIR RESPECTIVE REPRESENTATIVES AND AFFILIATES, IN EACH CASE, WITH RESPECT TO THIS AGREEMENT OR CONTAINED IN AND THE CERTIFICATE DELIVERED ON BEHALF TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE SELLERS AT CLOSING PURSUANT FOREGOING: NO REPRESENTATION OR WARRANTY IS MADE BY THE SELLER, ITS DIRECT OR INDIRECT MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, OR THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, AND EACH OF THE FOREGOING HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTESTIMATES, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATIONPROJECTIONS, EXPRESSFORECASTS, STATUTORY OR IMPLIEDBUSINESS PLANS, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY STATISTICAL DATA, INFORMATION FINANCIAL INFORMATION, MEMORANDA, PRESENTATIONS OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN (FINANCIAL, LEGAL OR OTHERWISE) DELIVERED, DISCLOSED, DISCUSSED, PROVIDED OR MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATESTHE PURCHASER, OR ANY OF ITS AFFILIATES OR THEIR EMPLOYEESREPRESENTATIVES (WHETHER ORALLY, AGENTSELECTRONICALLY OR IN WRITING), CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS INCLUDING BY MEANS OF ANY EQUIPMENTMANAGEMENT PRESENTATION, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY ELECTRONIC DATA ROOM, MEETING, CONFERENCE OR OTHERWISE; PROVIDED, HOWEVER, THE PARTIES THAT BUYER FOREGOING SHALL NOT BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION A DISCLAIMER BY THE COMPANY OF ANY OF THE REPRESENTATIONS AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN MADE BY IT IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART ARTICLE V OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERAGREEMENT.

Disclaimer of Other Representations and Warranties. XXXXXXX HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THOSE REPRESENTATIONS AS EXPRESSLY PROVIDED IN ARTICLE IV, NEITHER SPAC NOR ANY OF ITS AFFILIATES OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT REPRESENTATIVES HAS MADE, IS MAKING, OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT SHALL BE DEEMED TO SECTION 2.08(C) OR CONTAINED IN MAKE ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO (AND XXXXXXX HEREBY EXPRESSLY DISCLAIMS EACH AND EVERY RELIANCE ON ANY) REPRESENTATION OR WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AS TO (A) THE ACCURACY AT LAW OR COMPLETENESS OF ANY DATAIN EQUITY, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE XXXXXXX COMPANIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SPAC OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES, (C) THE CONTENTSOR OTHERWISE, CHARACTER INCLUDING ANY REPRESENTATION OR NATURE OF ANY DESCRIPTIVE MEMORANDUMWARRANTY AS TO CONDITION, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITIONVALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, DESIGN FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR MARKETABILITY FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY OF THE PROPERTIESXXXXXXX COMPANIES, (H) THE CONTENT, CHARACTER ANY OF THEIR RESPECTIVE AFFILIATES OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN CONNECTION WITH ARTICLE IV; AND (B) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO ANY OF THE TRANSACTIONS XXXXXXX COMPANIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS THIRD PARTY ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE MADE AVAILABLE TO THEM BY OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED SPAC IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO SPAC OR ITS BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROJECTED OPERATIONS. XXXXXXX HEREBY ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERTHIS AGREEMENT.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED EACH OF ACQUIROR AND MERGER SUB (INDIVIDUALLY AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES) ACKNOWLEDGES AND AGREES THAT NONE OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) HOLDERS, THE COMPANY, THE SUBSIDIARY OR CONTAINED IN ANY TRANSACTION DOCUMENTOF THEIR RESPECTIVE AFFILIATES, EACH SELLER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY ANY REPRESENTATION OR REPRESENTATIONWARRANTY, EXPRESS, STATUTORY WHETHER EXPRESS OR IMPLIED, AS TO (A) ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN ANY LETTER OF TRANSMITTAL OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THE COMPANY TO ACQUIROR IN ACCORDANCE WITH THE TERMS HEREOF. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IN ANY LETTER OF TRANSMITTAL OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THE COMPANY TO ACQUIROR IN ACCORDANCE WITH THE TERMS HEREOF, ACQUIROR AND MERGER SUB ARE NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY AND THE SUBSIDIARY, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION PROVIDED TO (OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS OTHERWISE ACQUIRED BY) ACQUIROR AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS MERGER SUB AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERREPRESENTATIVES.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE DISCLOSURE LETTER), NONE OF THE COMPANY, ITS SUBSIDIARIES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND THE COMPANY AND ITS SUBSIDIARIES EXPRESSLY DISCLAIM, AND THE ACQUIROR ACKNOWLEDGES THAT IT HAS NOT RELIED ON, ANY OTHER REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN WARRANTIES, WHETHER MADE BY THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTCOMPANY, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, ITS SUBSIDIARIES OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, OTHER PERSON (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS INCLUDING THEIR RESPECTIVE AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH ADVISORS). WITHOUT LIMITING THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. GENERALITY OF THE FOREGOING, EXCEPT FOR THOSE THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN CONTAINED IN THIS AGREEMENT ‎ARTICLE III (AS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY HEREBY EXPRESSLY DISCLAIMS, AND THE ACQUIROR ACKNOWLEDGES THEY HAVE NOT RELIED ON, ANY OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR CONTAINED INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN THE CERTIFICATE DELIVERED WRITING) TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS,” “MANAGEMENT PRESENTATIONS,” OR “BREAK-OUT SESSIONS,” IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) ACQUIROR OR CONTAINED IN OTHERWISE BY ANY TRANSACTION DOCUMENTDIRECTOR, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION MANAGER, OFFICER, EMPLOYEE, AGENT, ADVISOR, CONSULTANT, OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF REPRESENTATIVE OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) COMPANY OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR OF THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERAFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR CONTAINED IN ANY TRANSACTION DOCUMENT, BUYER ACKNOWLEDGES AND AGREES THAT EACH SELLER (AND LEG) HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR PHYSICAL CONDITION OF THE ASSETS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER AFFIRMS THAT: (1) IT HAS INVESTIGATED AND INSPECTED THE ASSETS AND IS FAMILIAR AND SATISFIED WITH THEIR PHYSICAL CONDITION; AND (2) HAS MADE ITS OWN DETERMINATION AS TO THE: (A) MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY AND PHYSICAL CONDITION OF THE ASSETS, AND (B) THE ASSETS’ SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE ASSETS IN THEIR PRESENT PHYSICAL CONDITION ON AN “AS IS”, “WHERE IS” BASIS, AND “WITH ALL FAULTS AND DEFECTS”, REGARDLESS OF HOW SUCH FAULTS AND DEFECTS WERE CAUSED OR CREATED (BY ANY SELLER’S OR LEG’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, OR OTHERWISE), AND ACKNOWLEDGES THAT: (I) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE, AND (II) SELLERS AND LEG SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY OF THE ASSETS. SUBJECT TO BUYER’S RIGHTS UNDER: (1) THE OTHER PROVISIONS IN THIS AGREEMENT; AND (2) THE APPLICABLE TRANSACTION DOCUMENTS, EACH SELLER AND LEG ARE HEREBY EXPRESSLY RELEASED BY BUYER AND ITS SUCCESSORS AND ASSIGNS FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN AND UNKNOWN, WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING UNDER APPLICABLE LAWS, INCLUDING ANY OBLIGATIONS TO TAKE THE ASSETS BACK OR REDUCE THE BASE PURCHASE PRICE, OR ANY ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT BUYER OR ITS SUCCESSORS OR ASSIGNS MAY HAVE AGAINST ANY SELLER OR LEG OR THAT MAY ARISE IN THE CERTIFICATE DELIVERED ON BEHALF FUTURE, ARISING FROM THE PHYSICAL CONDITION OF THE SELLERS AT CLOSING ASSETS OR RESULTING FROM OPERATION OF THE ASSETS, REGARDLESS OF HOW CAUSED OR CREATED (BY ANY SELLER’S OR LEG’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, PURSUANT TO ANY STATUTORY SCHEME OF STRICT LIABILITY, OR OTHERWISE. BUYER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 2.08(C) HAVE BEEN FULLY EXPLAINED TO BUYER AND THAT IT FULLY UNDERSTANDS AND ACCEPTS THE SAME AS A CONDITION TO PROCEEDING WITH THIS TRANSACTION. BUYER ACKNOWLEDGES THAT EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR CONTAINED IN ANY OTHER TRANSACTION DOCUMENT, NONE OF ANY SELLER’S OR LEG’S EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE ANY STATEMENTS OR REPRESENTATIONS CONTRARY TO THE PROVISIONS OF THIS SECTION. EXCEPT AS SPECIFICALLY STATED HEREIN OR IN ANY TRANSACTION DOCUMENT, EACH SELLER OF THE SELLERS AND LEG MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR IMPLIEDOTHERWISE, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY TITLE OPINION, DATA, INFORMATION REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS HERETOFORE NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OILASSETS, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PROPERTIES TO PRODUCE OILASSETS, GAS AND OTHER HYDROCARBONSTHE PRICING ASSUMPTIONS, (B) TITLE TO ANY THE PHYSICAL CONDITION OF THE PROPERTIESASSETS, (C) ANY OTHER MATTERS CONTAINED IN THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUMDATA, OR ANY REPORT OF OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY ANY PETROLEUM ENGINEERING CONSULTANTSELLER OR LEG, OR ANY GEOLOGICAL BY EACH SELLER’S OR SEISMIC DATA OR INTERPRETATIONLEG’S REPRESENTATIVES. IN ENTERING INTO AND PERFORMING THIS AGREEMENT, RELATING BUYER HAS RELIED, AND WILL RELY, IN ADDITION TO SELLER’S AND LEG’S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE PROPERTIESAPPLICABLE TRANSACTION DOCUMENTS, (D) ON BUYER’S INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR ASSETS AND THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETOVALUE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES AS EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE TRANSACTION DOCUMENTS, SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY MAKE NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF MERCHANTABILITYITSELF, FREEDOM FROM REDHIBITORY VICES OR DEFECTSANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITH RESPECT TO THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS, QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, MARKETABILITY, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERSAMPLES.

Disclaimer of Other Representations and Warranties. (a) The express representations and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied, or statutory. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER SET FORTH IN THIS AGREEMENT OR CONTAINED IN AND THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTASSIGNMENT, EACH SELLER MAKES NO HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATIONNEGATES, EXPRESSAND BUYER HEREBY EXPRESSLY WAIVES, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY, OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (B) 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 SELLER, (C) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (D) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES (E) ANY IMPLIED OR DEFECTS, EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, (F) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS MATERIALS, (G) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (H) ANY EQUIPMENT, AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW; IT BEING EXPRESSLY UNDERSTOOD THE EXPRESS INTENTION OF BOTH BUYER AND AGREED BY SELLER THAT SUBJECT TO AND WITHOUT LIMITING SELLER’S EXPRESS REPRESENTATION AND WARRANTIES CONTAINED HEREIN, THE PARTIES THAT BUYER SHALL BE DEEMED PERSONAL PROPERTY, EQUIPMENT AND FIXTURES INCLUDED WITHIN THE PROPERTIES ARE TO BE OBTAINING PROPERTIES CONVEYED TO BUYER IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES EXPRESSLY GIVEN CONTAINED IN THIS AGREEMENT SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERORDER.

Disclaimer of Other Representations and Warranties. SPAC HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES AS EXPRESSLY GIVEN PROVIDED IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF ARTICLES III, V AND VI, NONE OF THE SELLERS AT CLOSING PURSUANT TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES, NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, HAS MADE, IS MAKING, OR SHALL BE DEEMED TO SECTION 2.08(C) OR CONTAINED IN MAKE ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO (AND SPAC HEREBY EXPRESSLY DISCLAIMS EACH AND EVERY RELIANCE ON ANY) REPRESENTATION OR WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO SPAC, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO CONDITION, VALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NONE OF THE ACCURACY OR COMPLETENESS OF ANY DATATARGET COMPANIES, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS XXXXXXX OR THE PROPERTIES ACQUISITION ENTITIES NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO SPAC OR ITS AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS TO THE QUALITY OR QUANTITY OF OILEXPRESSLY MADE BY SUCH PARTIES IN ARTICLES III, GAS V AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS VI; AND OTHER HYDROCARBONS, (B) TITLE TO NONE OF THE TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES NOR ANY OF THE PROPERTIESTHEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUMIS MAKING, OR SHALL BE DEEMED TO MAKE TO THE SPAC, ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, ITS AFFILIATES OR REPRESENTATIVES OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE MADE AVAILABLE TO SPAC OR CONFORMITY TO MODELS ITS REPRESENTATIVES OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED AFFILIATES BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO SECTION 2.08(C) THE TARGET COMPANIES, XXXXXXX OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS THE ACQUISITION ENTITIES OR THEIR RESPECTIVE AGENTSBUSINESSES, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISKPROJECTED OPERATIONS. BUYER SPAC HEREBY ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART FORTH IN ARTICLES III, V OR VI OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERAGREEMENT.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED COMPANY HEREBY ACKNOWLEDGES (ON BEHALF OF ITSELF AND THE SELLERS AT CLOSING PURSUANT OTHER TARGET COMPANIES) THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE IV (OR IN THE ANCILLARY AGREEMENTS), NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO SECTION 2.08(C) OR CONTAINED IN MAKE ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO (AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS EACH AND EVERY RELIANCE ON ANY) REPRESENTATION OR WARRANTY OR REPRESENTATIONWHATSOEVER, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AS TO (A) THE ACCURACY AT LAW OR COMPLETENESS OF ANY DATAIN EQUITY, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE TARGET COMPANIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SPAC OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES, (C) THE CONTENTSOR OTHERWISE, CHARACTER INCLUDING ANY REPRESENTATION OR NATURE OF ANY DESCRIPTIVE MEMORANDUMWARRANTY AS TO CONDITION, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITIONVALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, DESIGN FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR MARKETABILITY FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY OF THE PROPERTIESTARGET COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE IV; AND (B) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIESIS MAKING, OR (I) SHALL BE DEEMED TO MAKE TO ANY OF THE TARGET COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE MADE AVAILABLE TO THEM BY OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED SPAC IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO SPAC OR ITS BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS. THE COMPANY HEREBY ACKNOWLEDGES (ON BEHALF OF ITSELF AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES OTHER TARGET COMPANIES) THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERTHIS AGREEMENT.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES AS EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT OR CONTAINED IN ARTICLE 5, THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF MERCHANTABILITYANY OF ITS ASSETS (INCLUDING, FREEDOM FROM REDHIBITORY VICES WITHOUT LIMITATION, THE PURCHASED ASSETS), LIABILITIES OR DEFECTSOPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 5, THE PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY MERCHANTABILITY AS TO MODELS OR SAMPLES OF MATERIALS OF ANY THE PURCHASED ASSETS THAT ARE EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES GOODS OR OTHER ASSETS THAT BUYER SHALL BE DEEMED ARE SUBJECT TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF ARTICLE 2 OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTPENNSYLVANIA UNIFORM COMMERCIAL CODE, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT SUCH DISCLAIMERS EQUIPMENT AND WAIVERS HAVE BEEN BROUGHT TO GOODS OR OTHER ASSETS ARE PURCHASED AND SOLD "AS IS" AND "WHERE IS" AND WITHOUT WARRANTY EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT. THE ATTENTION OF BUYER SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND EXPLAINED NONE SHALL BE IMPLIED AT LAW OR IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVEREQUITY.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SELLER AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SELLER AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SELLER AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS SELLER OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES AS EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT OR CONTAINED IN ARTICLE 5, THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF MERCHANTABILITYANY OF ITS ASSETS (INCLUDING, FREEDOM FROM REDHIBITORY VICES WITHOUT LIMITATION, THE PURCHASED ASSETS), LIABILITIES OR DEFECTSOPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 5, THE PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN “AS-IS, WHERE-IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY MERCHANTABILITY AS TO MODELS OR SAMPLES OF MATERIALS OF ANY THE PURCHASED ASSETS THAT ARE EQUIPMENT, IT BEING GOODS OR OTHER ASSETS THAT ARE SUBJECT TO ARTICLE 2 OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE, AND THE PURCHASER EXPRESSLY UNDERSTOOD ACKNOWLEDGES THAT SUCH EQUIPMENT AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION GOODS OR OTHER ASSETS ARE PURCHASED AND STATE OF REPAIR, SOLD “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITHOUT WARRANTY EXCEPT AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN CONTAINED IN THIS AGREEMENT AGREEMENT. THE SELLER MAKES NO REPRESENTATION OR CONTAINED IN WARRANTY REGARDING ANY ASSETS OTHER THAN THE CERTIFICATE DELIVERED ON BEHALF OF PURCHASED ASSETS OR ANY LIABILITIES OTHER THAN THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTASSUMED LIABILITIES, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND NONE SHALL BE IMPLIED AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED LAW OR IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVEREQUITY.

Disclaimer of Other Representations and Warranties. THE PURCHASERS ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPLICITLY SET FORTH IN Article III AND Article IV, NEITHER THE SELLERS NOR ANY MEMBER OF THE SELLERS’ GROUP (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE EQUITY INTERESTS, THE TARGET COMPANIES OR THE BUSINESS (INCLUDING ITS FINANCIAL PERFORMANCE), INCLUDING WITH RESPECT TO: (I) MERCHANTABILITY OR FITNESS FOR THOSE ANY PARTICULAR PURPOSE; (II) THE OPERATION OF THE BUSINESS BY THE PURCHASERS AFTER THE CLOSING; OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING, AND EACH AND EVERY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. THE PURCHASERS FURTHER ACKNOWLEDGE THAT THE SELLERS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATAINFORMATION, INFORMATION OR DOCUMENTS AND OTHER MATERIALS HERETOFORE OR HEREAFTER FURNISHED PROVIDED TO BUYER THE PURCHASERS IN CONNECTION WITH THE INTERESTS ACQUISITION (INCLUDING ANY INFORMATION, DOCUMENTS OR THE PROPERTIES OR AS MATERIAL MADE AVAILABLE TO THE QUALITY PURCHASERS, WHETHER ORALLY OR QUANTITY OF OILIN WRITING, GAS IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR IN ANY OTHER FORM), EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN Article III OR Article IV, AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THAN THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF INDEMNIFICATION OBLIGATIONS OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED SET FORTH IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD Article VII AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION Article X AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF EVENT OF FRAUD, NEITHER THE SELLERS NOR ANY MEMBER OF THE SELLERS AT CLOSING PURSUANT SELLERS’ GROUP (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) WILL HAVE OR BE SUBJECT TO SECTION 2.08(C) ANY LIABILITY OR CONTAINED IN INDEMNIFICATION OBLIGATION TO THE PURCHASERS OR TO ANY TRANSACTION DOCUMENTOTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASERS, ITS AFFILIATES OR REPRESENTATIVES, OR THE PURCHASERS’ USE OF, ANY AND ALL SUCH DATAINFORMATION, INFORMATION DOCUMENTS AND OTHER MATERIALS FURNISHED BY TARGETMATERIALS; PROVIDED, HOWEVER, THAT IN NO EVENT WILL THIS SECTION 5.08 LIMIT THE PURCHASERS’ ABILITY TO BRING A CLAIM AGAINST THE SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE THE SELLER PARENT BASED ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERFRAUD.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE THE EXPRESS REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN PROVIDED IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENTARTICLE 7, DESAL AND WESI MAKE NO, AND DISCLAIM AND WAIVE AND REPRESENT AND WARRANT THAT EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY HAS NOT RELIED UPON ANY, WARRANTY OR REPRESENTATIONREPRESENTATION OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, AS TO (A) STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS HERETOFORE NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER WESI IN CONNECTION WITH THE INTERESTS THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR THE PROPERTIES OR WARRANTY AS TO THE QUALITY (A) TITLE TO OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONSLIENS AGAINST ANY ASSIGNED INTEREST, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, CONSULTANT OR ANY GEOLOGICAL GEOLOGICAL, SEISMIC DATA, RESERVE DATA, RESERVE REPORTS, RESERVE INFORMATION (ANY ANALYSIS OR SEISMIC DATA OR INTERPRETATION, INTERPRETATION THEREOF) RELATING TO AN ASSIGNED INTEREST, (C) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO WESI, ITS AFFILIATES OR THEIR REPRESENTATIVES IN CONNECTION WITH THE PROPERTIESTRANSACTIONS CONTEMPLATED BY THIS DOCUMENT OR ANY DISCUSSION OR PRESENTATION RELATING HERETO, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES HYDROCARBONS IN OR FROM THE PROPERTIESANY ASSIGNED INTEREST, (E) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL OR STEP-OUT DRILLING OPPORTUNITIES, (F) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES ANY ASSIGNED INTEREST OR FUTURE REVENUES GENERATED BY THE PROPERTIESSUCH ASSIGNED INTEREST, (FG) THE PRODUCTION OF HYDROCARBONS PETROLEUM SUBSTANCES FROM ANY ASSIGNED INTEREST OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR OTHERWISE COMPLIED WITH THE PROPERTIESTERMS OF THE LICENCE, (GH) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSIGNED INTEREST. DESAL FURTHER DISCLAIMS, AND THE PROPERTIESWESI WAIVES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY EXPRESS OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, EXCEPT AS SET FORTH ABOVE ANY ASSIGNED INTEREST BEING TRANSFERRED IS TRANSFERRED ON AN “AS IS” AND “, WHERE IS” BASIS, WITH ALL FAULTS AND DEFECTS AND THAT BUYER WESI HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER WESI DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.Discovery to WESI Farmout Agreement 28

Disclaimer of Other Representations and Warranties. EXCEPT OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE BY PARENT OR ANY EPD GROUP MEMBER IN THIS AGREEMENT, THE OTHER AGREEMENTS OR ANY CERTIFICATES DELIVERED BY ANY EPD GROUP MEMBER AT CLOSING, PARENT AND THE EPD GROUP MEMBERS MAKE NO REPRESENTATIONS AND WARRANTIES INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS OR THE BUSINESS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR THOSE ANY PARTICULAR PURPOSE. PARENT HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ANY CLAIM BASED ON ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT WARRANTIES, NOTWITHSTANDING THE DELIVERY OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED DISCLOSURE BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED PARENT TO BUYER OR ITS AFFILIATESOFFICERS, OR ITS OR THEIR DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETOOTHER SUPPLEMENTAL DATA). EXCEPT FOR THOSE PARENT MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT WITH RESPECT TO ANY PROJECTIONS, FORECASTS OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OTHER FORWARD-LOOKING FINANCIAL OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, OTHER INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE BUYER, AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL THERE IS NO ASSURANCE THAT ANY PROJECTED OR FORECASTED RESULTS WILL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERACHIEVED.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT), EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT), EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT), ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME HAS BEEN AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES AS EXPRESSLY GIVEN SET FORTH IN THIS AGREEMENT ARTICLE 4 OR CONTAINED IN ANY ANCILLARY AGREEMENT, THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OTHER REPRESENTATION OR REPRESENTATIONWARRANTY, EXPRESS, STATUTORY EITHER EXPRESS OR IMPLIED, AS TO AT LAW OR IN EQUITY, REGARDING THE SELLER, THE BUSINESS GROUP COMPANIES (A) INCLUDING THE ACCURACY OR COMPLETENESS OF ANY DATATARGET ENTITIES), INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR BUSINESS, THIS AGREEMENT, THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUMTRANSACTIONS CONTEMPLATED, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, INFORMATION FURNISHED OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING MADE AVAILABLE TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR ANY OF THEIR EMPLOYEESRESPECTIVE REPRESENTATIVES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY DISCUSSION OR PRESENTATION RELATING THERETOOTHER PERSON FOR THEIR BENEFIT. EXCEPT FOR THOSE THE REPRESENTATIONS OR AND WARRANTIES EXPRESSLY GIVEN SET FORTH IN THIS ARTICLE 4 OR ANY ANCILLARY AGREEMENT, THE SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OR THE TARGET ENTITIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT OR CONTAINED SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND WARRANTY IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR THIS ARTICLE 4 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD REPRESENTATION AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED WARRANTY PROVES TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUSINCORRECT OR IS BREACHED, CONDITION THE FACT THAT ANOTHER REPRESENTATION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY TARGET, SELLERS OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES OR CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF WARRANTY CONCERNING THE SAME HAS BEEN OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER SUCH OTHER REPRESENTATION AND SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT WARRANTY IS MORE GENERAL OR MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE EXPRESS DISCLAIMERS INCORRECTNESS OR BREACH OF SUCH PARTICULAR REPRESENTATION AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE TRANSACTIONS AND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVERWARRANTY.