Common use of Independent Evaluation Clause in Contracts

Independent Evaluation. Purchaser is (or its advisors are) sophisticated, experienced and knowledgeable investor in the oil and gas business. Purchaser has been advised by and has relied solely upon the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warranties, express or implied, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreement.

Independent Evaluation. Purchaser Buyer is (knowledgeable about coal and the mining business, and Buyer has retained and taken advice concerning the Purchased Assets and the Xxxxxx Creek Mine Operations, and the transactions contemplated hereby, from advisors and consultants who are knowledgeable about the mining business, and Buyer is aware of its risks. Buyer and its representatives have been afforded the opportunity to visit the Xxxxxx Creek Mine Operations and examine the Records and other materials made available to it by Seller and Seller’s authorized representatives with respect to the Purchased Assets, including files, or its advisors are) sophisticated, experienced and knowledgeable investor copies thereof used in the oil ordinary course of Seller’s business and gas businessother information about the Purchased Assets that Seller and Seller’s authorized representatives have compiled or generated. Purchaser has been advised by and Buyer hereby acknowledges that (i) it has relied solely or shall rely on its own independent investigation and evaluation of the Purchased Assets or Xxxxxx Creek Mine Operations, which investigation and evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not upon any statements, information or opinions of any Seller, (ii) it has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Purchased Assets or Xxxxxx Creek Mine Operations, (iii) other than the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e)Transaction Documents, the indemnities in any applicable agreements or in any applicable conveyance instruments, neither Seller nor any representatives, consultants or advisors of Sellers under ARTICLE 11, Seller make or Sellers’ special warranty of title in the Conveyances have made (and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it Buyer has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary not relied upon) any representation or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warrantieswarranty, express or implied, as at law or in equity, with respect to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Purchased Assets or Xxxxxx Creek Mine Operations; provided that nothing contained in this Section 5.6 shall impair Buyer’s right to rely upon, and enforce its rights and remedies with respect to, the representations or warranties made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreement, the Transaction Documents, in any applicable agreements or in any applicable conveyance instruments.

Independent Evaluation. Purchaser Buyer is (or its advisors are) sophisticated, experienced and knowledgeable investor in about the oil and gas businessbusiness and Buyer is aware of its risks. Purchaser Buyer has been advised by afforded the opportunity to examine the Records and has relied solely upon the representations and warranties expressly other materials made available to it by Seller in ARTICLE 4 of this Agreement, and Seller’s authorized representatives with respect to the certificate to be delivered to Purchaser pursuant to Section 8.2(eAssets (the “Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials include files, or Sellers’ special warranty copies thereof, that Seller has used in its normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transaction, information about the Assets that Seller and the value thereof. Purchaser Seller’s authorized representatives have compiled or generated; provided Buyer acknowledges and affirms that it has completed its independent investigationagrees that, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except except for the representations and warranties expressly made by of Seller contained in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no neither Seller nor any other Seller Indemnified Party has made any representations or warranties, express or implied, written or oral, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, accuracy or prospects completeness of the Background Materials or, except for the representations and warranties of Seller contained in this Agreement, as to any other information relating to the Assets. Purchaser understands and acknowledges that neither , furnished or to be furnished to Buyer or its representatives by or on behalf of Seller, including any estimate with respect to the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon value of the Assets or made any finding or determination as reserves, the ability to the fairness of an investment in develop the Assets or to obtain any permits required to develop the accuracy Assets, or adequacy any projections as to events that could or could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement (including the representations and warranties of Seller contained in this Agreement) and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the disclosures made extent and value of the petroleum (including oil and natural gas) and other reserves attributable to Purchaser, and, except the Assets and the prices that may be received for Hydrocarbons produced therefrom. Buyer’s Representatives have been given opportunities to visit the offices of Seller or Seller’s Representatives and have been given opportunities to examine the Records. Except as expressly set forth provided in ARTICLE 10this Agreement, Purchaser is not entitled absent any fraudulent conduct by Seller, neither Seller nor any other Seller Indemnified Party shall have any liability to cancelBuyer or its Affiliates, terminateagents, representatives or employees resulting from any use of, authorized or unauthorized, or revoke this Agreementreliance on, the Background Materials or other information relating to the Assets provided by or on behalf of Seller or any other Seller Indemnified Party.

Independent Evaluation. Purchaser Buyer is (or its advisors are) sophisticateda sophisticated investor and Buyer’s decision to purchase the Loan and assume the Assigned Rights and Obligations pursuant to this Agreement is based upon Buyer’s own independent evaluation of the information made available by Seller, experienced and knowledgeable investor in Buyer’s independent evaluation of the oil Loan Documents, Loan File, Collateral, and gas business. Purchaser related information which Buyer acknowledges and agrees Seller has made available to it and that Buyer has been advised by or will be given the opportunity to inspect. Buyer has had or will have a reasonable opportunity to review and, to the extent Buyer deemed necessary, has examined, the Loan Documents, the Loan File, and the Collateral. In addition, Buyer hereby acknowledges and agrees that it has received and reviewed or will have received and reviewed to its satisfaction all third-party reports or summaries and any financial and other data and information relating to the Collateral, the Loan and each of the Credit Parties as it has determined to obtain. Buyer hereby further acknowledges and agrees that: (a) Buyer has, independently and without reliance upon Seller or any of its agents or advisors, and based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the Loan and Buyer hereby accepts responsibility therefor; (b) Seller has not provided to Buyer, and Buyer has not relied solely upon the representations and warranties expressly made on or used in any way, any credit analysis of any Credit Party or any Collateral prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to the Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Properties prepared by Seller or any of its agents or advisors; and (c) except as expressly provided to the contrary in ARTICLE 4 of this Agreement, any information provided to Buyer by Seller regarding the certificate to be delivered to Purchaser pursuant to Section 8.2(e)Loan, the indemnities of Sellers under ARTICLE 11any Credit Party, or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except any collateral for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, Loan is provided without any warranty or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warrantiesrepresentation, express or implied, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the its accuracy or adequacy of the disclosures made to Purchaser, andcompleteness. Buyer hereby further acknowledges and agrees that, except as expressly set forth in ARTICLE 10this Agreement, Purchaser is not entitled Seller has made no representations or warranties with respect to cancelthe Loan, terminatethe Loan Documents, any Credit Party, the Loan File, the Collateral or any other collateral relating thereto or any of them, and that Seller shall have no responsibility for: (i) the collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Loan Documents furnished or to be furnished to Seller in connection with the origination of any of the Loan; (iii) the validity, sufficiency, effectiveness or perfection of the liens created or to be created by the Loan Documents; (iv) the state of title to any Collateral; (v) the environmental condition of any Collateral or of any adjoining property, or revoke this Agreementany Credit Party or any of its affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or regulations, or any existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the compliance of any Collateral with any and all applicable laws, rules and regulations, including but not limited to zoning, subdivision, land use, housing, or handicapped accessibility laws, codes, rules or regulations; or (vii) the financial condition of any Credit Party; (viii) the organizational or ownership structure of any Credit Party. Buyer hereby assumes any and all risk of loss from and after the Closing Date in connection with: (x) the Loan from the failure or refusal of any Credit Party to pay interest, principal or other amounts due on the Loan, (y) defaults by any Credit Party under the Loan Documents, and/or (z) the unenforceability or lack of priority of any of the Loan Documents.

Independent Evaluation. Purchaser Buyer is (or its advisors are) sophisticated, experienced and knowledgeable investor in the oil and gas businessbusiness and is aware of its risks. Purchaser Buyer has been advised afforded the opportunity to examine materials made available to it by FRI and has relied solely upon Seller with respect to the representations and warranties expressly made by Seller in ARTICLE 4 of this AgreementAssets including without limitation the Records (collectively, the certificate to be delivered to Purchaser pursuant to Section 8.2(e“Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials are files, or Sellers’ special warranty copies thereof, that FRI and Seller have used in their normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transaction, information about the Assets and the value thereofthat FRI or Seller has compiled or generated. Purchaser BUYER ACKNOWLEDGES AND AGREES THAT NEITHER FRI NOR SELLER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OR COMPLETENESS OF THE BACKGROUND MATERIALS OR ANY OTHER INFORMATION RELATING TO THE ASSETS FURNISHED BY OR ON BEHALF OF FRI OR SELLER OR TO BE FURNISHED TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ANY INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA OF FRI OR SELLER. Buyer acknowledges and affirms that it has completed relied and will rely solely upon its independent investigation, verification, analysis, evaluation and evaluation investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the Assets extent and made all such reviews and inspections value of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations petroleum, natural gas and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warranties, express or implied, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of other reserves associated with the Assets. Purchaser understands To the extent Buyer deemed appropriate, Buyer’s representatives visited FRI’s offices and acknowledges that neither have been given sufficient opportunities to examine the United States Securities books and Exchange Commission records of FRI and Seller relating to the Assets. Neither FRI, Seller nor their respective affiliates, agents, representatives or employees shall have any federalliability to Buyer or its agents, state representatives or foreign agency has passed upon employees resulting from any use, authorized or unauthorized, of the Background Materials or other information relating to the Assets provided by or made any finding on behalf of FRI and Seller or determination as to the fairness of an investment in the Assets their respective agents, representatives or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreementemployees.

Independent Evaluation. Purchaser is (Xxxxx has made an independent evaluation of the Property and acknowledges that Aera has made no statements or its advisors are) sophisticatedrepresentations concerning the present or future value of the anticipated income, experienced costs, or profits, if any, to be derived from the Property or the quantity and knowledgeable investor in the quality of any oil and gas businessor other minerals that may be produced from the Property and THAT AERA DOES NOT IMPLIEDLY OR EXPRESSLY WARRANT DESCRIPTION, TITLE, VALUE, QUALITY, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTIES OR THE XXXXX, EQUIPMENT, PIPELINES FACILITIES, OR OTHER PROPERTY LOCATED THEREON OR USED IN CONNECTION THEREWITH. Purchaser has been advised by and Xxxxx further acknowledges that, in entering into this Agreement, it has relied solely upon its independent examination of the representations Property and warranties expressly made public records relating to the Property and its independent estimates, computations, evaluations, reports and studies based thereon. All information and data furnished to Xxxxx by Seller in ARTICLE 4 of this Agreement, the certificate Xxxx is believed to be delivered accurate and correct to Purchaser pursuant to Section 8.2(e)the best of Aera's knowledge without investigation; however, the indemnities of Sellers under ARTICLE 11, Aera makes no warranty or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warranties, express or implied, representation as to the financial conditionaccuracy or correctness of any information furnished to Xxxxx. Any reliance Xxxxx makes on such information is at Xxxxx'x sole risk. Xxxxx acknowledges that it is aware that accounting reports, physical condition, environmental conditions, liabilities, operations, business, files and records made available to Xxxxx during the Review Period specified in section 9 hereof or prospects otherwise furnished to or made available to Xxxxx for review may not incorporate all revenue and cost data up to and through the date of the Assets. Purchaser understands accounting reports, files, records or information provided, and acknowledges that neither the United States Securities further inquiry by Xxxxx may be required to obtain such revenue and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreementcost data.

Independent Evaluation. Purchaser Buyer is (knowledgeable about coal and the mining business, and Buyer has retained and taken advice concerning the Purchased Assets and the Fola Operations, and the transactions contemplated hereby, from advisors and consultants who are knowledgeable about the mining business, and Buyer is aware of its risks. Buyer and its representatives have been afforded the opportunity to visit the Fola Operations and examine the Records and other materials made available to it by Seller and Seller’s authorized representatives with respect to the Purchased Assets, including files, or its advisors are) sophisticated, experienced and knowledgeable investor copies thereof used in the oil ordinary course of Seller’s business and gas businessother information about the Purchased Assets that Seller and Seller’s authorized representatives have compiled or generated. Purchaser has been advised by and Buyer hereby acknowledges that (i) it has relied solely or shall rely on its own independent investigation and evaluation of the Purchased Assets or Fola Operations, which investigation and evaluation was done by Buyer and its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not upon any statements, information or opinions of any Seller, (ii) it has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Purchased Assets or Fola Operations, (iii) other than the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e)Transaction Documents, the indemnities in any applicable agreements or in any applicable conveyance instruments, neither Seller nor any representatives, consultants or advisors of Sellers under ARTICLE 11, Seller make or Sellers’ special warranty of title in the Conveyances have made (and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Assets and the value thereof. Purchaser acknowledges and affirms that it Buyer has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary not relied upon) any representation or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warrantieswarranty, express or implied, as at law or in equity, with respect to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Purchased Assets or Fola Operations; provided that nothing contained in this Section 5.5 shall impair Buyer’s right to rely upon, and enforce its rights and remedies with respect to, the representations or warranties made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreement, the Transaction Documents, in any applicable agreements or in any applicable conveyance instruments.

Independent Evaluation. Purchaser Buyer is (or its advisors are) sophisticated, experienced and knowledgeable investor in the oil and gas businessbusiness and is aware of its risks. Purchaser Buyer has been advised by and has relied solely upon afforded the representations and warranties expressly opportunity to examine materials made available to it by Seller in ARTICLE 4 of this AgreementSeller's offices in Farmington, Utah with respect to the Assets including without limitation the Records (collectively, the certificate to be delivered to Purchaser pursuant to Section 8.2(e"Background Materials"), the indemnities of Sellers under ARTICLE 11. The Background Materials are files, or Sellers’ special warranty copies thereof, that Seller has used in its normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transaction, information about the Assets and the value thereofthat Seller has compiled or generated. Purchaser BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE ACCURACY OF THE BACKGROUND MATERIALS OR ANY OTHER INFORMATION RELATING TO THE ASSETS FURNISHED BY OR ON BEHALF OF SELLER OR TO BE FURNISHED TO BUYER OR ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ANY INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA OF SELLER OR OF THE RIGHT OF ANY PERSON OR ENTITY TO RELY THEREON. Buyer acknowledges and affirms that it has completed relied and will rely solely upon its independent investigation, verification, analysis, evaluation and evaluation investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the Assets extent and made all such reviews and inspections value of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations petroleum, natural gas and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warranties, express or implied, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects other reserves of the Assets. Purchaser understands To the extent Buyer deemed appropriate, Buyer's representatives visited Seller's offices and acknowledges that neither have been given sufficient opportunities to examine the United States Securities books and Exchange Commission records of Seller relating to the Assets. Neither Seller nor its affiliates, agents, representatives or employees shall have any federalliability to Buyer or its agents, state representatives or foreign agency has passed upon employees resulting from any use, authorized or unauthorized, of the Background Materials or other information relating to the Assets provided by or on behalf of Seller or its agents, representatives or employees. Provided, however, that the foregoing shall not apply to any analysis made any finding by Buyer or determination as to obligations of Seller in connection with the fairness of an investment matters addressed in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this AgreementArticle 6 and Article 14.

Independent Evaluation. Purchaser Buyer has retained and taken advice concerning the LLC Interests, the business and assets of CVGG and the transactions contemplated hereby from advisors and consultants which are knowledgeable about the natural gas gathering and processing business and Buyer is (or aware of its advisors are) sophisticated, experienced and knowledgeable investor in the oil and gas businessrisks. Purchaser Buyer has been advised by afforded the opportunity to examine Seller’s records and has relied solely upon the representations and warranties expressly other materials made available to it by Seller in ARTICLE 4 and Seller’s authorized representatives with respect to the LLC Interests and the business and assets of this Agreement, CVGG (the certificate to be delivered to Purchaser pursuant to Section 8.2(e“Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials include files, or Sellers’ special warranty copies thereof, that Seller has used in its normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transaction, information about the Assets LLC Interests and the value thereof. Purchaser business and assets of CVGG that Seller and Seller’s authorized representatives have compiled or generated; provided, however, that Buyer acknowledges and affirms agrees that it neither Seller nor any other Seller Indemnified Party has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no any representations or warranties, express or implied, written or oral, as to the financial conditionaccuracy or completeness of the Background Materials or, physical conditionexcept for the representations and warranties of Seller contained in this Agreement, environmental conditionsas to any other information relating to the LLC Interests and the business and assets of CVGG, liabilitiesfurnished or to be furnished to Buyer or its representatives by or on behalf of Seller, operationsincluding without limitation any estimate with respect to the value of the LLC Interests and the business and assets of CVGG. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or prospects other consequences of this transaction. Buyer’s representatives have visited the offices of Seller and have been given opportunities to examine the Background Materials. Except as expressly provided in this Agreement, neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Party shall have any liability to Buyer or its Affiliates, agents, representatives or employees resulting from any use, authorized or unauthorized, of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state Background Materials or foreign agency has passed upon the Assets or made any finding or determination as other information relating to the fairness LLC Interests and the business and assets of an investment in the Assets CVGG provided by or the accuracy on behalf of Seller or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreementany other Seller Indemnified Party.

Independent Evaluation. Purchaser is (or its Xxxxx has retained and taken advice concerning the Equity Interests and transactions herein from advisors are) sophisticated, experienced and consultants who are knowledgeable investor in about the oil and gas businessbusiness and Buyer is aware of its risks. Purchaser Prior to the Execution Date, Xxxxx has provided to Seller copies of all environmental assessments and reports prepared in connection with its pre-Execution Date review of the Acquired Companies’ properties. Xxxxx has been advised by and has relied solely upon afforded the representations and warranties expressly opportunity to examine the materials made available to it by Seller in ARTICLE 4 of this Agreement, and Xxxxxx’s authorized representatives with respect to the certificate to be delivered to Purchaser pursuant to Section 8.2(eEquity Interests (the “Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials include files, or Sellers’ special warranty copies thereof, that Seller has used in his normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transactioninformation about the Equity Interests or properties owned by the Acquired Companies, the Assets as applicable, that Seller and the value thereof. Purchaser Seller’s authorized representatives have compiled or generated; provided, however, that Buyer acknowledges and affirms agrees that it neither Seller nor any other Seller Indemnified Party has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no any representations or warranties, express or implied, written or oral, as to the financial conditionaccuracy or completeness of the Background Materials or, physical conditionexcept for the representations and warranties of Seller contained in this Agreement and in the Assignment of Membership Interests, environmental conditionsas to any other information relating to such properties or the Equity Interests, liabilitiesfurnished or to be furnished to Buyer or its representatives by or on behalf of Seller, operationsincluding any estimate with respect to the value of the properties or reserves or any projections as to events that could or could not occur. In entering into this Agreement, Xxxxx acknowledges‌ and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, Tax or prospects other consequences of this transaction including its own estimate and appraisal of the Assetsextent and value of the petroleum, natural gas and other reserves attributable to the properties owned by the Acquired Companies. Purchaser understands Except as expressly provided in this Agreement and acknowledges that the Assignment of Membership Interests, neither the United States Securities and Exchange Commission Seller, Seller’s authorized representatives nor any federalother Seller Indemnified Party shall have any liability to Buyer or its Affiliates, state agents, representatives or foreign agency has passed upon employees resulting from any use of, authorized or unauthorized, or reliance on, the Assets Background Materials or made any finding or determination as other information relating to the fairness of an investment in properties owned by the Assets Acquired Companies or the accuracy Equity Interests, as applicable, provided by or adequacy on behalf of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, Seller or revoke this Agreementany other Seller Indemnified Party.

Independent Evaluation. Purchaser is Buyer has made an independent evaluation of the Alaska Interests (including the Tangible Assets) and the Properties, and acknowledges that Sellers have made no statements or its advisors arerepresentations concerning the present or future value of the anticipated income, costs or profits, if any, to be derived from the Properties or the Alaska Interests (including the Tangible Assets), or the quantity and quality of any Oil and Gas or other minerals, if any, that may be produced from the Alaska Interests and the Properties, and that SELLERS DO NOT IMPLIEDLY OR EXPRESSLY WARRANT ANY DESCRIPTION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) sophisticatedOR THE PROPERTIES (INCLUDING, experienced and knowledgeable investor WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES), MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE ALASKA INTERESTS (INCLUDING THE TANGIBLE ASSETS) OR PROPERTIES, OR OTHER PERSONAL PROPERTY OR FIXTURES LOCATED THEREON OR USED IN CONNECTION THEREWITH. Buyer further acknowledges that, in the oil and gas business. Purchaser has been advised by and entering into this Agreement, it has relied solely upon its independent examination of the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, Alaska Interests (including the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the Tangible Assets and the value thereofProperties) and the public records relating to the Alaska Interests (including the Tangible Assets and the Properties) and its independent estimates, computations, evaluations, reports, and studies based thereon. Purchaser Buyer acknowledges and affirms that it has completed its independent investigation, verification, analysismade such investigation of the Property Conditions as Buyer deems adequate, and evaluation shall rely solely upon its own investigation of the Assets such conditions and made all such reviews and inspections not upon any statement or opinion by Sellers or any Associated Party of the Assets as Purchaser has deemed necessary Sellers or appropriate to consummate the transactionany Third Party. Except for representations in Section 16.1, Sellers shall not be responsible for any innocent or negligent misrepresentation or failure to investigate the representations and warranties expressly made by Seller in ARTICLE 4 Alaska Interests on the part of this AgreementSellers, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities any Associated Party of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no representations or warranties, express or implied, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, or prospects of the Assets. Purchaser understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this AgreementThird Party.

Independent Evaluation. Purchaser is (or its Buyer has retained and taken advice concerning the Assets and transactions herein from advisors are) sophisticated, experienced and consultants which are knowledgeable investor in about the oil and gas businessbusiness and Buyer is aware of its risks. Purchaser Buyer has been advised by afforded the opportunity to examine the Records and has relied solely upon the representations and warranties expressly other materials made available to it by Seller in ARTICLE 4 of this Agreement, and Seller’s authorized representatives with respect to the certificate to be delivered to Purchaser pursuant to Section 8.2(eAssets (the “Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials include files, or Sellers’ special warranty copies thereof, that Seller has used in its normal course of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering business and other professional counsel concerning this transaction, information about the Assets that Seller and the value thereof. Purchaser Seller’s authorized representatives have compiled or generated; provided, however, that Buyer acknowledges and affirms agrees that it neither Seller nor any other Seller Indemnified Party has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no any representations or warranties, express or implied, written or oral, as to the financial conditionaccuracy or completeness of the Background Materials or, physical conditionexcept for the representations and warranties of Seller contained in this Agreement, environmental conditionsas to any other information relating to the Assets, liabilitiesfurnished or to be furnished to Buyer or its representatives by or on behalf of Seller, operationsincluding without limitation any estimate with respect to the value of the Properties or reserves or any projections as to events that could or could not occur. In entering into this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or prospects other consequences of this transaction including its own estimate and appraisal of the Assetsextent and value of the petroleum, natural gas and other reserves attributable to the Properties. Purchaser understands Buyer’s representatives have visited the offices of Seller and acknowledges that have been given opportunities to examine the Records. Except as expressly provided in this Agreement, neither the United States Securities and Exchange Commission Seller, Seller’s authorized representatives nor any federalother Seller Indemnified Party shall have any liability to Buyer or its Affiliates, state agents, representatives or foreign agency has passed upon employees resulting from any use of, authorized or unauthorized, or reliance on, the Background Materials or other information relating to the Assets provided by or made on behalf of Seller or any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Purchaser, and, except as expressly set forth in ARTICLE 10, Purchaser is not entitled to cancel, terminate, or revoke this Agreementother Seller Indemnified Party.

Independent Evaluation. Purchaser Buyer is (or its advisors are) sophisticated, experienced and knowledgeable investor in about the oil and gas business, and Buyer is aware of its risks. Purchaser Buyer has been advised by afforded the opportunity to examine the Records and has relied solely upon the representations and warranties expressly other materials made available to it by Seller in ARTICLE 4 of this Agreement, and Seller’s authorized representatives with respect to the certificate to be delivered to Purchaser pursuant to Section 8.2(eAssets (the “Background Materials”), the indemnities of Sellers under ARTICLE 11. The Background Materials include files, or Sellers’ special warranty copies thereof, that Seller has used in its normal course of title business and other information about the Assets that Seller and Seller’s authorized representatives have compiled or generated, all data and information made available for Buyer’s review in the Conveyances data room for the transactions contemplated hereby, and Purchaser’s own expertise all information communicated to Buyer or its representatives in legalpresentations, taxanswers to questions or otherwise in the data room or otherwise in connection with the transactions contemplated hereby; provided, reservoir engineering and other professional counsel concerning this transactionhowever, the Assets and the value thereof. Purchaser Buyer acknowledges and affirms agrees that it neither Seller nor any other Seller Indemnified Party has completed its independent investigation, verification, analysis, and evaluation of the Assets and made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no any representations or warranties, express or implied, written or oral, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, accuracy or prospects completeness of the Background Materials or, except for the representations and warranties of Seller contained in this Agreement, as to any other information relating to the Assets. Purchaser understands and acknowledges that neither , furnished or to be furnished to Buyer or its representatives by or on behalf of Seller, including any estimate with respect to the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon value of the Assets or made any finding reserves, the ability to obtain required permits, spacing orders including increased density spacing orders, exceptions or determination as other approvals that may be necessary to develop the Assets, the spacing pattern that may apply to the fairness of an investment in Assets, the Assets or the accuracy availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the disclosures made to PurchaserXxxxx or any additional xxxxx drilled on the Assets; whether adequate rights-of-way exist for facilities for gathering, andcompressing, except as expressly set forth treating, transporting, storing or processing Hydrocarbons that are included in ARTICLE 10, Purchaser is not entitled to cancel, terminatethe Assets, or revoke any projections as to events that could or could not occur. In entering into this Agreement., Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the Assets and the prices that may be received for Hydrocarbons produced

Independent Evaluation. Purchaser Buyer has such knowledge, sophistication and experience in business and financial matters that Buyer is (or its advisors are) sophisticated, experienced capable of evaluating the merits and risks of the acquisition of the Assets and has so evaluated the merits and risks of such acquisition. Buyer is knowledgeable investor in about the oil and gas business. Purchaser , and Buyer has been advised by retained and has relied solely upon the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel taken advice concerning this transaction, the Assets and transactions herein from advisors and consultants which are knowledgeable about the value oil and gas business, and Buyer is aware of its risks. Buyer has been afforded the opportunity to examine the Records and other materials made available to it by Sellers and Sellers’ authorized representatives with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof. Purchaser , that Sellers have used in its normal course of business and other information about the Assets that Sellers and Sellers’ authorized representatives have compiled or generated, all data and information made available for Buyer’s review in the data room for the transaction contemplated hereby, and all information communicated to Buyer or its representatives in presentations, answers to questions or otherwise in the data room or otherwise in connection the transaction contemplated hereby; provided, however, Buyer acknowledges and affirms agrees that it has completed its independent investigation, verification, analysis, and evaluation of the Assets and neither Sellers nor any other Sellers Indemnified Parties have made all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by Seller in ARTICLE 4 of this Agreement, the certificate to be delivered to Purchaser pursuant to Section 8.2(e), the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances, Purchaser acknowledges that there are no any representations or warranties, express or implied, written or oral, as to the financial condition, physical condition, environmental conditions, liabilities, operations, business, accuracy or prospects completeness of the Background Materials or, except for the representations and warranties of Sellers contained in this Agreement, as to any other information relating to the Assets. Purchaser understands and acknowledges that neither , furnished or to be furnished to Buyer or its representatives by or on behalf of Sellers, including any estimate with respect to the United States Securities and Exchange Commission nor any federal, state or foreign agency has passed upon value of the Assets or made any finding reserves, the ability to obtain required permits, spacing orders including increased density spacing orders, exceptions or determination as other approvals that may be necessary to develop the Assets, the spacing pattern that may apply to the fairness of an investment in Assets, the Assets or the accuracy availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the disclosures made existing Xxxxx or any additional Xxxxx drilled on the Assets; whether adequate rights-of-way exist for facilities for gathering, compressing, treating, transporting, storing or processing Hydrocarbons that are included in the Assets, or any projections as to Purchaserevents that could or could not occur. In entering into this Agreement, andBuyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, except evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction including its own estimate and appraisal of the extent and value of the petroleum, natural gas and other reserves attributable to the Assets and the prices that may be received for Hydrocarbons produced therefrom. Buyer’s representatives have accessed the data room for the transaction contemplated hereby maintained by Sellers or Sellers’ representatives and have been given opportunities to examine the Records. Except as expressly set forth provided in ARTICLE 10this Agreement, Purchaser is not entitled neither Sellers nor any other Sellers Indemnified Parties shall have any liability to cancelBuyer or its Affiliates, terminateagents, representatives or employees resulting from any use of, authorized or unauthorized, or revoke this Agreement.reliance on, the Background Materials or other information relating to the Assets provided by or on behalf of Sellers or any other Sellers Indemnified Parties