Common use of Condition of the Assets Clause in Contracts

Condition of the Assets. Buyer has conducted all due diligence that Buyer deems necessary or desirable with respect to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth in Section 3 hereof, Buyer will rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect.

Condition of the Assets. Buyer has conducted all due diligence that Buyer deems necessary or desirable with respect Subject to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement Section 3.3(b) and the transactions contemplated hereby in order for it to enter into this Agreement representations and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth warranties in Section 3 hereof5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing, Buyer will rely solely upon such due diligence in acquiring specifically assumes the environmental risk and environmental condition of the Assets and in assuming the Assumed Liabilities. Without limiting the generality physical condition of any equipment or personal property included as part of the foregoingAssets and shall inspect the Assets prior to Closing, or if such right of inspection is not exercised, shall be deemed to have waived such right. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Obligations, the generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard to the Assets actually conveyed to Buyer, Buyer acknowledges that and all future assignees and successors of Buyer shall defend, indemnify and hold Seller makes Parties harmless from and will make no representation against any and all Claims in any way arising from, out of or warranty concerning environmental conditions heretoforein connection with, now or hereafter existing on properties adjoining otherwise relating to, the presence of NORM, asbestos or proximate other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS"Effective Time, and that Seller has not made and does not and will not make any representations or warrantiesREGARDLESS OF THE SOLE, express or impliedJOINT, including any with respect to the qualityCONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), physical conditionBREACH OF CONTRACT, expensesBREACH OF WARRANTY, legal statusSTRICT LIABILITY, zoningREGULATORY LIABILITY, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse EffectSTATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY.

Condition of the Assets. (a) Buyer has conducted and its Representatives have made all due diligence that Buyer deems inspections and investigations relating to the Assets deemed necessary or desirable with respect to by Buyer. Buyer acknowledges and agrees that (i) it is purchasing the Total Assets, Assets based on the Assumed Liabilities, the Other Assumed Liabilities, this Agreement results of such inspections and investigations and the transactions contemplated hereby in order for it to enter into this Agreement representations and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically warranties set forth in Section 3 hereof3.1, Buyer will rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no not on any representation or warranty concerning environmental conditions heretoforeof Seller or any of its Affiliates not expressly set forth in Section 3.1, now or hereafter existing and (ii) subject to Section 3.1, the Assets are sold “as is, where is” and Buyer accepts the Assets in the condition they are in on properties adjoining or proximate the Effective Date. In light of such inspections and investigations, and the representations and warranties expressly made to the Total Assets. Notwithstanding anything Buyer by Seller in this AgreementSection 3.1, it is BUYER AGREES THAT SUCH REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF, AND BUYER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims Buyer may have for breach of representation or warranty under this Agreement will be based solely on the representations and warranties of Seller expressly understood set forth in Section 3.1. (c) Buyer further acknowledges and agreed agrees that Buyer is acquiring the Assets "AS IS"neither Seller nor any of its Affiliates has made any representation, "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations warranty or warrantiesstatement, express or implied, including regarding Seller, any of its Affiliates or the Assets not expressly set forth in Section 3.1 upon which Buyer has relied in executing this Agreement, and neither Seller nor any of its Affiliates will have, or be subject to, any liability to Buyer resulting from the distribution to Buyer or its Representatives, or Buyer’s use of, any such representation, warranty or statement. (d) Without limiting the foregoing or any representation or warranty set forth in Section 3.1, Buyer acknowledges and agrees that (i) it may have received from Seller various estimates, assumptions, projections, forecasts and plans regarding the Assets (collectively, the “Forward-Looking Statements”) in connection with Buyer’s investigation of the Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Buyer is familiar with such uncertainties; (iv) Buyer is taking full responsibility for making its own investigation, examination and valuation of the Assets, and has employed outside professionals to assist with such investigation, examination and valuation; (v) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; and (vi) Buyer is not relying on any Forward-Looking Statement in any manner whatsoever; and (vii) Buyer has no claim against Seller or any of its Affiliates with respect to the quality, physical condition, expenses, legal status, zoning, value, utility foregoing. Buyer further acknowledges and agrees that Seller makes no representation or development or operating potential warranty hereunder with respect to (A) the reasonableness of the Total assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials or any supplemental due diligence information provided or made available to Buyer, any of Buyer’s discussions with management regarding the Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assetsnegotiations leading to this Agreement, or any other matter or thing affecting or relating circumstance. Notwithstanding anything to the Total Assetscontrary in this Section 4.3, this Section 4.3 does not limit in any way the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, representations and warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations Seller set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect3.1.

Condition of the Assets. Buyer has conducted all due diligence ------------------------ that Buyer deems necessary or desirable with respect to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth in Section 3 hereof, Buyer will - rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either - expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect.

Condition of the Assets. The Buyer has conducted all due ----------------------- diligence that the Buyer deems necessary or desirable with respect to the Total Acquired Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller the Sellers specifically set forth in Section 3 hereofthis Agreement, the Buyer will rely solely upon such due diligence in acquiring the Acquired Assets and in assuming the Assumed LiabilitiesObligations. Without limiting the generality of the foregoing, the Buyer acknowledges that Seller makes the Sellers make and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Acquired Assets. Notwithstanding anything to the contrary in this AgreementAgreement or any warranty deed or other document executed in connection with the transactions contemplated hereby, it is expressly understood and agreed that the Buyer is acquiring the Acquired Assets "AS IS", ," "WHERE IS" and "WITH ALL FAULTS", and that Seller has the Sellers have not made and does do not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Acquired Assets, or any other matter or thing affecting or relating to the Total Acquired Assets, the Assumed LiabilitiesObligations, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Acquired Assets, assume the Assumed Liabilities Obligations or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereofthis Agreement. Seller is The Sellers are not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Acquired Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Sellerthe Sellers. As of the Agreement Datedate of this Agreement, the Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect.

Condition of the Assets. Buyer Company has conducted all due diligence ------------------------ that Buyer Company deems necessary or desirable with respect to the Total Assets, the Assumed Liabilities, the Other Assumed LiabilitiesDebt, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller Transferor specifically set forth in Section 3 hereof, Buyer Company will rely solely upon such due diligence in - acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer Company acknowledges that Seller Transferor makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer Company is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller Transferor has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances Materials on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereof. Seller - Transferor is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent SellerTransferor. As of the Agreement Date, Buyer Company is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect.