Common use of Independent Evaluation Clause in Contracts

Independent Evaluation. (a) Purchaser is knowledgeable about the oil and gas business and aware of its risks, and has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and records, or copies of files and records, that Seller has used in its normal course of business and other information regarding the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generated; provided, however, that Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any representations or warranties, express or implied, written or oral, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser 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, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability to Purchaser, its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Party.

Independent Evaluation. (a) Purchaser is (or its advisors are) sophisticated, experienced and knowledgeable about investor in the oil and gas business and aware of its risks, business. Purchaser has been advised by and has retained relied solely upon the representations and taken advice concerning the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As warranties expressly made by Seller in ARTICLE 4 of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will bethe certificate to be delivered to Purchaser pursuant to Section 8.2(e), afforded a reasonable the indemnities of Sellers under ARTICLE 11, or Sellers’ special warranty of title in the Conveyances and appropriate opportunity to visit Purchaser’s own expertise in legal, tax, reservoir engineering and other professional counsel concerning this transaction, the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”)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 Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction transaction. Except for the representations and thatwarranties expressly made by Seller in ARTICLE 4 of this Agreement, at Closingthe 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 shall be deemed to have knowledge of all facts contained in such Background Materials or acknowledges that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and records, or copies of files and records, that Seller has used in its normal course of business and other information regarding the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generated; provided, however, that Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any there are no representations or warranties, express or implied, written or oral, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditionsenvironmental 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 requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain Assets or made any Permits required to develop the Acquired Assets, finding or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections determination as to events that could the fairness of an investment in the Assets or could not occur. (c) In entering into this Agreement, Purchaser 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, environmental, and other consequences accuracy or adequacy of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability disclosures made to Purchaser, its Affiliatesand, any Indemnified except as expressly set forth in ARTICLE 10, Purchaser Partiesis not entitled to cancel, terminate, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Partyrevoke this Agreement.

Independent Evaluation. Buyer is a 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, and Buyer’s independent evaluation of the Loan Documents, Loan File, Collateral, and related information which Buyer acknowledges and agrees Seller has made available to it and that Buyer has been 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) Purchaser is knowledgeable about the oil Buyer has, independently and gas business and aware without reliance upon Seller or any of its risks, and has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, agents or advisors, and consultants that are knowledgeable about based on such documents and information as Buyer has deemed appropriate, made Buyer’s own credit analysis and decision to purchase the oil Loan and gas business and the Laws applicable Buyer hereby accepts responsibility therefor; (b) Seller has not provided to the Acquired Assets, the Assumed LiabilitiesBuyer, and the Contemplated Transactions. As Buyer has not relied on or used in any way, any credit analysis of the Closing Date, Purchaser has been, any Credit Party or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices any Collateral prepared by Seller or any of Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its authorized representatives agents or advisors (except those related to Excluded Assets) or any investigation or assessment of risk with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections Loan prepared by Seller or any of its agents or advisors or any investigation or assessment of risk with respect to any of the Acquired Assets Properties prepared by Seller or any of its agents or advisors; and Background Materials (c) except as Purchaser has deemed necessary or appropriate expressly provided to consummate the transaction and thatcontrary in this Agreement, at Closingany information provided to Buyer by Seller regarding the Loan, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsany Credit Party, or copies of files and records, that Seller has used in its normal course of business and other information regarding any collateral for the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled Loan is provided without any warranty or generated; provided, however, that Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any representations or warrantiesrepresentation, express or implied, written or oral, as to the its accuracy or completeness of the Background Materials, orcompleteness. Buyer hereby further acknowledges and agrees that, except for the representations and warranties of Seller contained as expressly set forth in this Agreement, as Seller has made no representations or warranties with respect to the Loan, the Loan Documents, any Credit Party, the Loan File, the Collateral or any other information collateral relating to thereto or any of them, and that Seller shall have no responsibility for: (i) the Acquired Assets collectability of the Loan; (ii) the validity, enforceability or legal effect of any of the Assumed Liabilities Loan Documents furnished or to be furnished to Purchaser 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 any Credit Party or any of its representatives affiliates’ compliance with any environmental laws, conditions, orders, decrees, rules or advisors by regulations, or on behalf of Seller, including any estimates existing or potential environmental liability arising with respect to or relating to any Collateral; (vi) the value 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 Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occurLoan Documents. (c) In entering into this Agreement, Purchaser 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, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability to Purchaser, its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Party.

Independent Evaluation. (a) Purchaser Buyer is knowledgeable about coal and the oil and gas business and aware of its risksmining business, and Buyer has retained and taken advice concerning the Acquired Assets, Purchased Assets and the Assumed Liabilities▇▇▇▇▇▇ Creek Mine Operations, and the Contemplated Transactions transactions contemplated hereby, from attorneys, advisors, advisors and consultants that who are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilitiesmining business, and Buyer is aware of its risks. Buyer and its representatives have been afforded the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of ▇▇▇▇▇▇ Creek Mine Operations and examine the Records and other materials made available to it by Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and thatPurchased Assets, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsincluding files, or copies of files and records, that Seller has thereof used in its normal the ordinary course of Seller’s business and other information regarding about the Acquired Purchased Assets and the Assumed Liabilities that Seller and its Seller’s authorized representatives and advisors have compiled or generated; provided. Buyer hereby acknowledges that (i) it has relied or shall rely on its own independent investigation and evaluation of the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations, howeverwhich investigation and evaluation was done by Buyer and its own legal, that Purchaser acknowledges tax, economic, environmental, engineering, geological and agrees that 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 Indemnified environmental and physical condition of and contractual arrangements and other matters affecting the Purchased Assets or ▇▇▇▇▇▇ Creek Mine Operations, (iii) other than the representations and warranties made in this Agreement, the Transaction Documents, in any applicable agreements or in any applicable conveyance instruments, neither Seller Parties nor any representatives, consultants or advisors of Seller make or have made (and Buyer has not made relied upon) any representations representation or warrantieswarranty, express or implied, written at law or oralin equity, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Purchased Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability ▇▇▇▇▇▇ Creek Mine Operations; provided that nothing contained in this Section 5.6 shall impair Buyer’s right to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluationupon, and investigation of, enforce its rights and judgment remedies with respect to, the business, economic, legal, tax, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided representations or warranties made in this Agreement, the Indemnified Seller Parties shall not have Transaction Documents, in any Liability to Purchaser, its Affiliates, applicable agreements or in any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Partyapplicable conveyance instruments.

Independent Evaluation. (a) Purchaser Buyer is knowledgeable about the oil and gas business and Buyer is aware of its risks, and . Buyer has retained and taken advice concerning been afforded the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents materials made available to it by Seller and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files and recordsthereof, that Seller has used in its normal course of business and other information regarding about the Acquired Assets and the Assumed Liabilities that Seller and its Seller’s authorized representatives and advisors have compiled or generated; provided, however, that Purchaser provided Buyer acknowledges and agrees that that, except for the representations and warranties of Seller contained in this Agreement, neither Seller nor any other Seller Indemnified Seller Parties have not Party has made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller contained in this Agreement, as to any other information relating to the Acquired Assets or the Assumed Liabilities Assets, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of Seller, including any estimates estimate with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, Assets or to obtain any Permits permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser 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, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum (including oil and natural gas) and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from therefrom. Buyer’s Representatives have been given opportunities to visit the Acquired Assets. (d) offices of Seller or Seller’s Representatives and have been given opportunities to examine the Records. Except as expressly provided in this Agreement, the absent any fraudulent conduct by Seller, neither Seller nor any other Seller Indemnified Seller Parties Party shall not have any Liability liability to Purchaser, Buyer or its Affiliates, any Indemnified Purchaser Partiesagents, representatives or their respective Entity Representatives, arising out of or employees resulting from any use of, authorized or unauthorized use, disclosureunauthorized, or reliance on on, the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Seller Indemnified Seller Party.

Independent Evaluation. (a) Purchaser Buyer has such knowledge, sophistication and experience in business and financial matters that Buyer is 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 about the oil and gas business and aware of its risksbusiness, and Buyer has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, Assets and the Contemplated Transactions transactions herein from attorneys, advisors, advisors and consultants that which are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilitiesbusiness, and Buyer is aware of its risks. Buyer has been afforded the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents materials made available to it by Sellers and materials requested by Purchaser or its Sellers’ authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files and recordsthereof, that Seller has Sellers have used in its normal course of business and other information regarding about the Acquired Assets that Sellers and the Assumed Liabilities that Seller and its Sellers’ authorized representatives and advisors 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, that Purchaser Buyer acknowledges and agrees that the neither Sellers nor any other Sellers Indemnified Seller Parties have not made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller Sellers contained in this Agreement, as to any other information relating to the Acquired Assets or the Assumed Liabilities Assets, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of SellerSellers, including any estimates estimate with respect to the value of the Acquired Assets or reserves, the financial conditionability to obtain required permits, physical conditionspacing orders including increased density spacing orders, Environmental Conditions, liabilities, operations, business, exceptions or prospects of other approvals that may be necessary to develop the Assets, the requirements for spacing pattern that may apply to the reporting of production and the payment and reporting of Royalties and TaxesAssets, the ability to develop availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the Acquired existing ▇▇▇▇▇ or any additional ▇▇▇▇▇ drilled on the Assets; whether adequate rights-of-way exist for facilities for gathering, to obtain any Permits required to develop compressing, treating, transporting, storing or processing Hydrocarbons that are included in the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from therefrom. Buyer’s representatives have accessed the Acquired Assets. (d) 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 provided in this Agreement, the neither Sellers nor any other Sellers Indemnified Seller Parties shall not have any Liability liability to Purchaser, Buyer or its Affiliates, any Indemnified Purchaser Partiesagents, representatives or their respective Entity Representatives, arising out of or employees resulting from any use of, authorized or unauthorized use, disclosureunauthorized, or reliance on on, the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller Sellers or any other Sellers Indemnified Seller Party.Parties

Independent Evaluation. (a) Purchaser Buyer is knowledgeable about the oil and gas business business, and Buyer is aware of its risks, and . Buyer has retained and taken advice concerning been afforded the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents materials made available to it by Seller and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files and recordsthereof, that Seller has used in its normal course of business and other information regarding about the Acquired Assets and the Assumed Liabilities that Seller and its Seller’s authorized representatives and advisors have compiled or generated, all data and information made available for Buyer’s review in the data room for the transactions 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 with the transactions contemplated hereby; provided, however, that Purchaser Buyer acknowledges and agrees that the neither Seller nor any other Seller Indemnified Seller Parties have not Party has made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller contained in this Agreement, as to any other information relating to the Acquired Assets or the Assumed Liabilities Assets, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of Seller, including any estimates estimate with respect to the value of the Acquired Assets or reserves, the financial conditionability to obtain required permits, physical conditionspacing orders including increased density spacing orders, Environmental Conditions, liabilities, operations, business, exceptions or prospects of other approvals that may be necessary to develop the Assets, the requirements for spacing pattern that may apply to the reporting of production and the payment and reporting of Royalties and TaxesAssets, the ability to develop availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the Acquired ▇▇▇▇▇ or any additional ▇▇▇▇▇ drilled on the Assets; whether adequate rights-of-way exist for facilities for gathering, to obtain any Permits required to develop compressing, treating, transporting, storing or processing Hydrocarbons that are included in the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability to Purchaser, its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Party.produced

Independent Evaluation. (a) Purchaser Buyer is knowledgeable about the oil and gas business and aware of its risksbusiness, and has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, Assets and the Contemplated Transactions transactions herein from attorneys, advisors, advisors and consultants that which are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilitiesbusiness, and is aware of its risks. Buyer has been and continues to be afforded the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data records and the Acquired Records other materials made available to it by Seller and all other documents and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files thereof, and records, other information about the Assets that Seller has and Seller’s authorized representatives have compiled or generated and used in its Seller’s normal course of business and other information regarding the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generated; providedbusiness. However, however, that Purchaser Buyer acknowledges and agrees that except for the representations and warranties of Seller contained in this Agreement, neither Seller nor any other Seller Indemnified Seller Parties have not Party has made any representations or warranties, express or implied, written or oral, (i) as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller contained in this Agreement, (ii) as to any other information relating to the Acquired Assets or the Assumed Liabilities Assets, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of Seller, including any estimates estimate with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, Assets or to obtain any Permits permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from therefrom. Except for the Acquired Assets. (d) Except as Seller’s representations and warranties expressly provided in this Agreement, the neither Seller nor any other Seller Indemnified Seller Parties Party shall not have any Liability liability to PurchaserBuyer or its affiliates, its Affiliatesagents, any Indemnified Purchaser Parties, representatives or their respective Entity Representatives, arising out of or employees resulting from any use of, authorized or unauthorized use, disclosureunauthorized, or reliance on on, the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Seller Indemnified Seller Party.

Independent Evaluation. (a) Purchaser Buyer is knowledgeable about coal and the oil and gas business and aware of its risksmining business, and Buyer has retained and taken advice concerning the Acquired Assets, Purchased Assets and the Assumed LiabilitiesFola Operations, and the Contemplated Transactions transactions contemplated hereby, from attorneys, advisors, advisors and consultants that who are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilitiesmining business, and Buyer is aware of its risks. Buyer and its representatives have been afforded the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Fola Operations and examine the Records and other materials made available to it by Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and thatPurchased Assets, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsincluding files, or copies of files and records, that Seller has thereof used in its normal the ordinary course of Seller’s business and other information regarding about the Acquired Purchased Assets and the Assumed Liabilities that Seller and its Seller’s authorized representatives and advisors have compiled or generated; provided. Buyer hereby acknowledges that (i) it has relied or shall rely on its own independent investigation and evaluation of the Purchased Assets or Fola Operations, howeverwhich investigation and evaluation was done by Buyer and its own legal, that Purchaser acknowledges tax, economic, environmental, engineering, geological and agrees that 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 Indemnified 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 made in this Agreement, the Transaction Documents, in any applicable agreements or in any applicable conveyance instruments, neither Seller Parties nor any representatives, consultants or advisors of Seller make or have made (and Buyer has not made relied upon) any representations representation or warrantieswarranty, express or implied, written at law or oralin equity, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Purchased Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability Fola Operations; provided that nothing contained in this Section 5.5 shall impair Buyer’s right to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluationupon, and investigation of, enforce its rights and judgment remedies with respect to, the business, economic, legal, tax, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided representations or warranties made in this Agreement, the Indemnified Seller Parties shall not have Transaction Documents, in any Liability to Purchaser, its Affiliates, applicable agreements or in any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Partyapplicable conveyance instruments.

Independent Evaluation. (a) Purchaser is knowledgeable about the oil and gas business and aware of its risks, and has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials reasonably requested by Purchaser or its authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all ” and such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials materials include files and records, or copies of files and records, that Seller has used in its normal course of business and other information regarding the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generated; provided, however, that ). (b) Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any representations or warranties, express or implied, written or oral, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its authorized representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser 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, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon Hydrocarbons and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this AgreementAgreement (including, without limitation, the confidentiality provisions of Section 10.12 hereof), the Indemnified Seller Parties shall not have any Liability to Purchaser, Purchaser or its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Party.

Independent Evaluation. (a) Purchaser Buyer is experienced and knowledgeable about in the oil and gas business and is aware of its risks, and . Buyer has retained and taken advice concerning been afforded the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of examine materials made available to it by FRI and Seller and to examine the Acquired Data and the Acquired Records and all other documents and materials requested by Purchaser or its authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and including without limitation the Assumed Liabilities Records (collectively, the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsare files, or copies of files and recordsthereof, that FRI and Seller has have used in its their normal course of business and other information regarding about the Acquired Assets and the Assumed Liabilities that FRI or Seller and its authorized representatives and advisors have has compiled or generated; provided. BUYER ACKNOWLEDGES AND AGREES THAT NEITHER FRI NOR SELLER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, howeverEXPRESS OR IMPLIED, that Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any representations or warrantiesWRITTEN OR ORAL, express or impliedAS 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, written or oral, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser INCLUDING WITHOUT LIMITATION ANY INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA OF FRI OR SELLER. Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable associated with the Assets. To the extent Buyer deemed appropriate, Buyer’s representatives visited FRI’s offices and have been given sufficient opportunities to examine the books and records of FRI and Seller relating to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement. Neither FRI, the Indemnified Seller Parties nor their respective affiliates, agents, representatives or employees shall not have any Liability liability to PurchaserBuyer or its agents, its Affiliates, any Indemnified Purchaser Parties, representatives or their respective Entity Representatives, arising out of or employees resulting from any use, authorized or unauthorized useunauthorized, disclosure, or reliance on of the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of FRI and Seller or any other Indemnified Seller Partytheir respective agents, representatives or employees.

Independent Evaluation. (a) Purchaser is knowledgeable about the oil and gas business and aware of its risks, and Buyer has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, Assets and the Contemplated Transactions transactions herein from attorneys, advisors, advisors and consultants that which are knowledgeable about the oil and gas business and Buyer is aware of its risks. Buyer has been afforded the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records and all other documents materials made available to it by Seller and materials requested by Purchaser or its Seller’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files and recordsthereof, that Seller has used in its normal course of business and other information regarding about the Acquired Assets and the Assumed Liabilities that Seller and its Seller’s authorized representatives and advisors have compiled or generated; provided, however, that Purchaser Buyer acknowledges and agrees that the neither Seller nor any other Seller Indemnified Seller Parties have not Party has made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller contained in this Agreement, as to any other information relating to the Acquired Assets or the Assumed Liabilities Assets, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of Seller, including without limitation any estimates estimate with respect to the value of the Acquired Assets Properties or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, reserves or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets Properties. Buyer’s representatives have visited the offices of Seller and have been given opportunities to examine the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Records. Except as expressly provided in this Agreement, the neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Seller Parties Party shall not have any Liability liability to Purchaser, Buyer or its Affiliates, any Indemnified Purchaser Partiesagents, representatives or their respective Entity Representatives, arising out of or employees resulting from any use of, authorized or unauthorized use, disclosureunauthorized, or reliance on on, the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Seller Indemnified Seller Party.

Independent Evaluation. (a) Purchaser is knowledgeable about the oil and gas business and aware of its risks, and ▇▇▇▇▇ has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, Equity Interests and the Contemplated Transactions transactions herein from attorneys, advisors, advisors and consultants that who are knowledgeable about the oil and gas business and the Laws applicable Buyer is aware of its risks. Prior to the Acquired AssetsExecution Date, the Assumed Liabilities, ▇▇▇▇▇ has provided to Seller copies of all environmental assessments and the Contemplated Transactions. As reports prepared in connection with its pre-Execution Date review of the Closing Date, Purchaser Acquired Companies’ properties. ▇▇▇▇▇ has been, or subject to Seller’s compliance with this Agreement, will be, been afforded a reasonable and appropriate the opportunity to visit the offices of Seller and to examine the Acquired Data materials made available to it by Seller and the Acquired Records and all other documents and materials requested by Purchaser or its ▇▇▇▇▇▇’s authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities Equity Interests (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and recordsfiles, or copies of files and recordsthereof, that Seller has used in its his normal course of business and other information regarding about the Equity Interests or properties owned by the Acquired Assets and the Assumed Liabilities Companies, as applicable, that Seller and its Seller’s authorized representatives and advisors have compiled or generated; provided, however, that Purchaser Buyer acknowledges and agrees that the neither Seller nor any other Seller Indemnified Seller Parties have not Party has made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Background Materials, Materials or, except for the representations and warranties of Seller contained in this AgreementAgreement and in the Assignment of Membership Interests, as to any other information relating to the Acquired Assets such properties or the Assumed Liabilities Equity Interests, furnished or to be furnished to Purchaser Buyer or its representatives or advisors by or on behalf of Seller, including any estimates estimate with respect to the value of the Acquired Assets properties or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, reserves or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) . In entering into this Agreement, Purchaser acknowledges ▇▇▇▇▇ acknowledges‌ and affirms that it has relied and will rely solely on the terms of this Agreement and upon its independent analysis, evaluation, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax, environmental, and Tax or other consequences of the Contemplated Transactions, this transaction including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from properties owned by the Acquired Assets. (d) Companies. Except as expressly provided in this AgreementAgreement and the Assignment of Membership Interests, the neither Seller, Seller’s authorized representatives nor any other Seller Indemnified Seller Parties Party shall not have any Liability liability to Purchaser, Buyer or its Affiliates, any Indemnified Purchaser Partiesagents, representatives or their respective Entity Representatives, arising out of or employees resulting from any use of, authorized or unauthorized use, disclosureunauthorized, or reliance on on, the Background Materials or other information and data relating to the properties owned by the Acquired Assets Companies or the Assumed Liabilities Equity Interests, as applicable, provided by or on behalf of Seller or any other Seller Indemnified Seller Party.

Independent Evaluation. (a) Purchaser is knowledgeable about the oil and gas business and aware of its risks, and has retained and taken advice concerning the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the Laws applicable to the Acquired Assets, the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, been afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and Data, the Acquired Records Records, and all other documents and materials requested by Purchaser or its authorized representatives or advisors (except those related to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (such requested materials, the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction enter into this Agreement and that, at each Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered Seller has provided access as required by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence in the course of such investigation, verification, analysis, and evaluationterms hereof. (b) The Background Materials include files and records, or copies of files and records, that Seller has used in its normal course of business and other information regarding the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generated; provided, however, that Purchaser acknowledges and agrees that the Indemnified Seller Parties have not made any representations or warranties, express or implied, written or oral, as to the accuracy or 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 Acquired Assets or the Assumed Liabilities furnished or to be furnished to Purchaser or its representatives or advisors by or on behalf of Seller, including any estimates with respect to the value of the Acquired Assets or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, the ability to develop the Acquired Assets, to obtain any Permits required to develop the Acquired Assets, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of any projections as to events that could or could not occur. (c) In entering into this Agreement, Purchaser 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, environmental, and other consequences of the Contemplated Transactions, including its own estimate and appraisal of the extent and value of the Hydrocarbon and other reserves attributable to the Acquired Assets and the prices that may be received for Hydrocarbons produced from the Acquired Assets. (d) Except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability to Purchaser, its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Party.

Independent Evaluation. (a) Purchaser is or its Affiliates are experienced and knowledgeable about investors in the oil and gas business or owners of oil, gas and aware of its risks, and mineral properties. Purchaser has retained and taken advice concerning had access to the Acquired AssetsProperties, the Assumed Liabilitiesofficers and certain representatives of the Company, and the Contemplated Transactions from attorneysbooks, advisors, records and consultants that are knowledgeable about files of the oil Company and gas business and the Laws applicable its Subsidiaries relating to the Acquired Assets, Properties and other data and information made available for Purchaser’s review in the Assumed Liabilities, and the Contemplated Transactions. As of the Closing Date, Purchaser has been, or subject to Seller’s compliance with this Agreement, will be, afforded a reasonable and appropriate opportunity to visit the offices of Seller and to examine the Acquired Data and the Acquired Records DR and all other documents and materials requested by information communicated to Purchaser or its authorized representatives or advisors (except those related in presentations, answers to Excluded Assets) with respect to the Acquired Assets and the Assumed Liabilities (the “Background Materials”). Purchaser has made all such reviews and inspections of the Acquired Assets and Background Materials as Purchaser has deemed necessary or appropriate to consummate the transaction and that, at Closing, Purchaser shall be deemed to have knowledge of all facts contained in such Background Materials or that would have been discovered by Purchaser’s Entity Representatives’ exercise of reasonable care and due diligence questions posted in the course of such investigation, verification, analysis, and evaluation. (b) The Background Materials include files and records, DR or copies of files and records, that Seller has used otherwise provided to Purchaser or its representatives by the Selling Stockholders or the Company in its normal course of business and other information regarding any form or format in connection the Acquired Assets and the Assumed Liabilities that Seller and its authorized representatives and advisors have compiled or generatedtransactions contemplated hereby; provided, however, that Purchaser acknowledges and agrees that none of the Indemnified Seller Parties have not Company, any Selling Stockholder or any Person acting on its behalf has made any representations or warranties, express or implied, written or oral, as to (i) the accuracy or completeness of the Background Materialsbooks, orrecords and files of the Company and its Subsidiaries, except for the representations and warranties of Seller the Company and the Selling Stockholders contained in this Agreement, as to or (ii) any other information relating to the Acquired Assets or the Assumed Liabilities furnished or to be Properties furnished to Purchaser or its representatives or advisors by or on behalf of Sellerthe Company or its Subsidiaries, including (A) data and information made available for Purchaser’s review in the DR and information communicated to Purchaser or its representatives in presentations, answers to questions posted in the DR or otherwise provided in any estimates form or format in connection the transactions contemplated hereby, (B) any estimate with respect to the value of the Acquired Assets Properties or reserves, the financial condition, physical condition, Environmental Conditions, liabilities, operations, business, or prospects of the Assets, the requirements for the reporting of production and the payment and reporting of Royalties and Taxes, (C) the ability to develop the Acquired Assetsobtain required permits, to obtain any Permits required spacing orders (including increased density spacing orders), (D) exceptions or other approvals that may be necessary to develop the Acquired AssetsProperties, (E) the spacing pattern that may apply to the Properties, (F) the availability or adequacy of facilities or capacity for gathering, compressing, treating, transporting, storing or processing Hydrocarbons produced from the ▇▇▇▇▇ or any additional ▇▇▇▇▇ drilled on the Oil and Gas Interests, (G) whether adequate rights-of-way exist for facilities for gathering, compressing, treating, transporting, storing or processing Hydrocarbons that are included in the Properties, or to sell any Hydrocarbons attributable to production from the Acquired Assets, or of (H) any projections as to events that could or could not occur. (cb) In entering making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied only on (i) its own independent due diligence investigation of the Company and its business and operations, including the Oil and Gas Interests and Fixtures, Facilities and Equipment, and (ii) the representations, warranties and covenants made by the Company and the Selling Stockholders in this Agreement, Purchaser acknowledges and affirms that it has been advised by and has relied and will rely solely on the terms of this Agreement its own expertise and upon its independent analysislegal, evaluation, and investigation of, and judgment with respect to, the business, economic, legalland, tax, environmentalreservoir engineering, marketing and other consequences of professional advisors concerning the Contemplated Transactionstransactions contemplated hereby and the documents referred to herein, including its own estimate and appraisal of the extent and value of the Hydrocarbon petroleum, natural gas and other reserves attributable to the Acquired Assets Properties and the prices that may be received for Hydrocarbons produced from the Acquired Assetstherefrom. (dc) Except None of the Company, any Selling Stockholder or any Person acting on its behalf has made any representations, warranties or other statements or disclosures on which Purchaser has relied as to any matter relevant to the transactions contemplated hereby and the documents referred to herein except as expressly provided in this Agreement, the Indemnified Seller Parties shall not have any Liability to Purchaser, its Affiliates, any Indemnified Purchaser Parties, or their respective Entity Representatives, arising out of or resulting from any authorized or unauthorized use, disclosure, or reliance on the Background Materials or other information and data relating to the Acquired Assets or the Assumed Liabilities provided by or on behalf of Seller or any other Indemnified Seller Partyset forth herein.