Common use of INFORMATION ABOUT THE PROPERTY Clause in Contracts

INFORMATION ABOUT THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM, TRUSTEE, REPRESENTATIVE, PARTNER, MEMBER, BENEFICIARY, STOCKHOLDER OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES) WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THIS TRANSACTION. KMG MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO W&T IN CONNECTION WITH THIS TRANSACTION. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY KMG ARE PROVIDED TO W&T AS A CONVENIENCE AND W&T’S RELIANCE ON OR USE OF THE SAME IS AT W&T’S SOLE RISK.

INFORMATION ABOUT THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTExcept as expressly set forth in this Agreement, THE PARTIES EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONthe parties to this Agreement each disclaim all liability and responsibility for any representation, WARRANTYwarranty, STATEMENTS OR COMMUNICATIONS statements or communications (ORALLY OR IN WRITINGorally or in writing) TO THE OTHER PARTY to the other party (INCLUDINGincluding, BUT NOT LIMITED TObut not limited to, ANY INFORMATION CONTAINED IN ANY OPINIONany information contained in any opinion, INFORMATIONinformation or advice that may have been provided to any such party by any employee, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEEofficer, OFFICERdirector, DIRECTORagent, AGENTconsultant, CONSULTANTengineer or engineering firm, ENGINEER OR ENGINEERING FIRMtrustee, TRUSTEErepresentative, REPRESENTATIVEpartner, PARTNERmember, MEMBERbeneficiary, BENEFICIARYstockholder or contractor of such disclaiming party or its affiliates) wherever and however made, STOCKHOLDER OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES) WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THIS TRANSACTIONincluding those made in any data room and any supplements or amendments thereto or during any negotiations with respect to this Agreement or any confidentiality agreement previously executed by the parties with respect to the Property. KMG ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO W&T ASSIGNEE IN CONNECTION WITH THIS TRANSACTIONTHE PROPERTY; (ii) INFORMATION CONCERNING THE QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTY; (iii) INFORMATION CONCERNING THE ABILITY OF THE PROPERTY TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES; (iv) GAS BALANCING OR PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (v) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTY, (vi) THE ENVIRONMENTAL CONDITION OF THE PROPERTY, (vii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND (viii) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO ASSIGNEE BY ASSIGNOR. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY KMG ASSIGNOR ARE PROVIDED TO W&T ASSIGNEE AS A CONVENIENCE AND W&T’S ASSIGNEE'S RELIANCE ON OR USE OF THE SAME IS AT W&T’S ASSIGNEE'S SOLE RISK.

INFORMATION ABOUT THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTExcept as expressly set forth in this Agreement, THE PARTIES EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONthe parties to this Agreement each disclaim all liability and responsibility for any representation, WARRANTYwarranty, STATEMENTS OR COMMUNICATIONS statements or communications (ORALLY OR IN WRITINGorally or in writing) TO THE OTHER PARTY to the other party (INCLUDINGincluding, BUT NOT LIMITED TObut not limited to, ANY INFORMATION CONTAINED IN ANY OPINIONany information contained in any opinion, INFORMATIONinformation or advice that may have been provided to any such party by any employee, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEEofficer, OFFICERdirector, DIRECTORagent, AGENTconsultant, CONSULTANTengineer or engineering firm, ENGINEER OR ENGINEERING FIRMtrustee, TRUSTEErepresentative, REPRESENTATIVEpartner, PARTNERmember, MEMBERbeneficiary, BENEFICIARYstockholder or contractor of such disclaiming party or its affiliates) wherever and however made, STOCKHOLDER OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES) WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THIS TRANSACTIONincluding those made in any data room and any supplements or amendments thereto or during any negotiations with respect to this Agreement or any confidentiality agreement previously executed by the parties with respect to the Property and Assets. KMG SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO W&T BUYER IN CONNECTION WITH THIS TRANSACTIONTHE ASSETS AND DOWNSTREAM PIPELINE; (ii) INFORMATION CONCERNING THE QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS; (iii) INFORMATION CONCERNING THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES; (iv) GAS BALANCING OR PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS WITH RESPECT TO THE ASSETS, (v) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTY, (vi) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND ASSETS, (vii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND (viii) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY KMG SELLER ARE PROVIDED TO W&T BUYER AS A CONVENIENCE AND W&T’S BUYER'S RELIANCE ON OR USE OF THE SAME IS AT W&T’S BUYER'S SOLE RISK.

INFORMATION ABOUT THE PROPERTY. EXCEPT AS SUBJECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS THE AGREEMENT, THE PARTIES EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY WHETHER ORAL OR IN WRITING) MADE TO THE OTHER PARTY (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM, TRUSTEE, REPRESENTATIVE, PARTNER, MEMBER, MANAGER, BENEFICIARY, STOCKHOLDER OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES) WHEREVER AND HOWEVER MADE, INCLUDING INCLUDING, WITHOUT LIMITATION, THOSE MADE IN ANY DATA ROOM AND ROOM, ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY OR OTHER AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THIS TRANSACTIONTHE PROPERTY OR ANY PORTION THEREOF. KMG EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO WARRANTY REPRESENTATION OR REPRESENTATIONWARRANTY, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, AS TO THE ACCURACY, COMPLETENESS, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO W&T BUYER OR ANY OF BUYER’S REPRESENTATIVES IN CONNECTION WITH THIS TRANSACTION. THE PROPERTY OR ANY PORTION THEREOF AND BUYER ACKNOWLEDGES THAT ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY KMG OR ON BEHALF OF SELLER ARE PROVIDED TO W&T BUYER OR ITS REPRESENTATIVES AS A CONVENIENCE ONLY AND W&T’S RELIANCE BUYER HAS NOT RELIED ON OR USE OF SUCH DATA, BUT BUYER HAS BEEN ADVISED BY AND HAS RELIED SOLELY ON ITS OWN EXPERTISE AND LEGAL, TAX, RESERVOIR ENGINEERING, ENVIRONMENTAL CONSULTING AND OTHER PROFESSIONAL COUNSEL CONCERNING THE SAME IS AT W&T’S SOLE RISKTRANSACTION CONTEMPLATED HEREBY, THE PROPERTY AND THE VALUE THEREOF.

INFORMATION ABOUT THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTTHE TRANSACTION DOCUMENTS, THE PARTIES EACH DISCLAIM ASSIGNOR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTY ASSIGNEE (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM, TRUSTEE, REPRESENTATIVE, PARTNER, MEMBER, BENEFICIARY, STOCKHOLDER OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATESCONTRACTOR) WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THIS TRANSACTIONPROPERTY. KMG ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO W&T ASSIGNEE IN CONNECTION WITH THIS TRANSACTIONTHE PROPERTY. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY KMG ASSIGNOR ARE PROVIDED TO W&T ASSIGNEE AS A CONVENIENCE AND W&TASSIGNEE’S RELIANCE ON OR USE OF THE SAME IS AT W&TASSIGNEE’S SOLE RISK. ASSIGNEE RECOGNIZES AND AGREES THAT ALL MATERIALS, DOCUMENTS, AND OTHER INFORMATION, MADE AVAILABLE TO IT AT ANY TIME IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, WHETHER MADE AVAILABLE PURSUANT TO THIS SECTION OR OTHERWISE, ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, AND OTHER INFORMATION. ASSIGNEE EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN THEREFROM SHALL BE AT ASSIGNEE’S RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR. ASSIGNEE HEREBY WAIVES AND RELEASES ANY CLAIMS ARISING UNDER THE BASE AGREEMENT, THIS ASSIGNMENT, COMMON LAW OR ANY STATUTE ARISING OUT OF ANY MATERIALS, DOCUMENTS OR INFORMATION PROVIDED TO ASSIGNEE.