TO THE
ASSETS OR ANY PORTION THEREOF, PURCHASER HEREBY VOLUNTARILY WAIVES THE
PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT (DTPA), CHAPTER 17,
SUBCHAPTER E, SECTIONS 17.41 THROUGH
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17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEX. BUS. &
COM. CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. IN ORDER
TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER HEREBY REPRESENTS AND
WARRANTS TO SELLER THAT IT (i) IS IN THE BUSINESS OF SEEKING OR ACQUIRING, BY
PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR BUSINESS USE; (ii) HAS
CONSULTED WITH AN ATTORNEY OF PURCHASER'S OWN CHOOSING; (iii) HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL, BUSINESS AND OIL AND GAS MATTERS THAT ENABLE IT TO
EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY; (iv) IS
NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION; AND (v) UNDERSTANDS THAT
THIS WAIVER IS A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE
CONSIDERATION THEREOF. IN ADDITION, PURCHASER WAIVES ITS RIGHTS UNDER ALL OTHER
CONSUMER PROTECTION STATUTES OF TEXAS OR ANY OTHER STATE APPLICABLE TO THIS
TRANSACTION THAT MAY BE WAIVED BY THE PARTIES. PURCHASER EXPRESSLY RECOGNIZES
THAT THE PURCHASE PRICE FOR WHICH SELLER HAS AGREED TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT HAS BEEN PREDICATED UPON THE INAPPLICABILITY OF THE DTPA
AND THE WAIVER OF PURCHASER OF ITS RIGHTS UNDER CONSUMER PROTECTION STATUTES AND
PURCHASER FURTHER RECOGNIZES THAT SELLER IN DETERMINING TO PROCEED WITH THE
ENTERING INTO OF THIS AGREEMENT, HAS EXPRESLLY RELIED ON THIS WAIVER AND THE
INAPPLICABILITY OF THE DTPA AND THE CONSUMER PROTECTION STATUTES.
13.8 Expenses. Each party shall be solely responsible for all expenses incurred
by it in connection with this transaction (including, without limitation, fees
and expenses of its own legal counsel and accountants).
13.9 Severability. Except as otherwise provided herein, the invalidity of any
one or more provisions of this Agreement shall not affect the validity of this
Agreement as a whole, and in case of any such invalidity, this Agreement shall
be construed as if the invalid provision had not been included herein.
13.10 Damages. The Parties waive any and all rights to punitive or exemplary
damages resulting from a breach of this Agreement (other than such damages
suffered by third Persons for which responsibility is allocated herein between
the Parties.)
13.11 No Third Party Beneficiary. This Agreement is not intended to create, nor
shall it be construed to create, any rights in any third party under doctrines
concerning third party beneficiaries except for the rights of Persons identified
in Section 9.2(e).
13.12 Survival. Except as provided in this Section 13.12 , the representations
and warranties of the Parties under this Agreement and the other terms and
provisions of this Agreement shall not survive the Closing and the execution of
the Assignment and Bill of Sale, and shall terminate and cease to be of further
force and effect at the Closing. Upon Closing and the execution and
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delivery of the Assignment and Bill of Sale all