AGREES THAT
THIS SALE IS BEING MADE ON AN "AS IS WHERE IS" BASIS. THE BUYER ACKNOWLEDGES AND
AGREES THAT THE BUYER IS RELYING SOLELY ON ITS OWN INSPECTION OF THE PURCHASED
ASSETS AND NOT ON ANY WARRANTIES AND REPRESENTATIONS FROM OR ON BEHALF OF THE
SELLER AT ANY TIME AS TO THE CONDITION OF THE PURCHASED ASSETS IN ANY RESPECT,
AND THE PURCHASE PRICE TAKES INTO CONSIDERATION THE CONDITION OF THE PURCHASED
ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHICH WARRANTIES SHALL
SURVIVE CLOSING AS PROVIDED HEREIN, THE BUYER WAIVES ALL WARRANTIES OF ANY KIND
OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PURCHASED
ASSETS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES AS TO THE
PHYSICAL OR ENVIRONMENTAL CONDITION THEREOF, OR AS TO THE ABSENCE OF REDHIBITORY
OR LATENT DEFECTS OR ANY VICES (WHETHER APPARENT, EASILY DISCOVERABLE OR HIDDEN,
KNOWN OR UNKNOWN), OR AS TO FITNESS FOR ORDINARY USE OR A PARTICULAR PURPOSE OR
ITS SUITABILITY OR CAPACITY, AND THE BUYER HEREBY RELEASES THE SELLER FROM ANY
LIABILITY THEREFORE, AND PARTICULARLY FOR ANY CLAIM OR CAUSE OF ACTION FOR
REDHIBITION OR FOR REDUCTION OF PURCHASE PRICE, INCLUDING UNDER ARTICLES 2475,
2520 AND 2524 OF THE LOUISIANA CIVIL CODE, AND UNDER ANY SUCCESSOR ARTICLES
THERETO. THE BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVERS HAVE BEEN CALLED TO
THE BUYER'S ATTENTION AND READ AND EXPLAINED TO
9
THE BUYER AND THAT SAID WAIVERS ARE A MATERIAL AND INTEGRAL CONSIDERATION FOR
THIS SALE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER HEREBY
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT UPON AND AFTER EXECUTION OF THE SALE
CONTEMPLATED BY THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
AND EXCEPT FOR FRAUD, THE BUYER SHALL HAVE NO RECOURSE WHATEVER AGAINST THE
SELLER FOR ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER SUCH DEFECTS ARE VISIBLE
OR HIDDEN.
(d) The Purchased Assets are all of the tangible assets necessary for the
Vessels to perform the operations currently conducted by them.
3.6 Contracts.
(a) Not less than 30 days after the date hereof, the Seller will provide to the
Buyer a correct and complete copy of each Assigned Contract (as amended or
supplemented as of the date hereof) (other than the Construction Contract). With
respect to each such contract (other than the Construction Contract): (i) such
contract was duly and validly executed and delivered by the Seller and, to the
Knowledge of the Seller, the other parties thereto; (ii) the contract is legal,
valid and binding, and enforceable against the Seller and, to the Knowledge of
the Seller, the other parties thereto (except as such enforceability may be
subject to the effects of bankruptcy, insolvency, reorganization, moratorium or
other Laws relating to or affecting the rights of creditors generally, and the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought), and is in full force and