(a) IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE HEREUNDER FOR EXEMPLARY,
PUNITIVE, INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS
OF ANY KIND, ARISING DIRECTLY OR INDIRECTLY FROM, INCIDENT TO, OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT, REGARDLESS OF SOLE OR CONCURRENT NEGLIGENCE,
STRICT LIABILITY, OR DEFECT IN PREMISES, EQUIPMENT OR MATERIAL, AND REGARDLESS
OF WHETHER PRE-EXISTING THIS AGREEMENT. This Section shall in no way limit or
qualify the Parties' indemnification obligations under Section 10.01 with
respect to Claims made against any Party by a non-Affiliate third Person.
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(b) SELLER SHALL NOT HAVE ANY RIGHTS OR CLAIMS AGAINST ANY LENDING SOURCE
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE DOCUMENTS RELATED TO THE
TRANSACTION FINANCING, WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR
OTHERWISE.
10.13 Disclaimers. Buyer acknowledges that, except as expressly set forth
herein, (a) SELLER HAS NOT MADE AND BY THE DOCUMENTS OF CONVEYANCE AND TRANSFER
TO BE EXECUTED PURSUANT HERETO SHALL NOT BE DEEMED TO HAVE MADE, AND (b) SELLER
HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY OF ANY
KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING (i) ANY IMPLIED REPRESENTATION OR
WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, NON-INFRINGEMENT,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND (ii) ANY REPRESENTATION OR
WARRANTY AS TO (1) CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION ASSOCIATED
WITH THE PURCHASED ASSETS, (2) ANY PROJECTIONS, FORECASTS, BUSINESS PLANS OR
BUDGET INFORMATION, (3) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE
PURCHASED ASSETS, (4) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PURCHASED
ASSETS, OR (5) TITLE TO THE PURCHASED ASSETS. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, BUYER IS ACQUIRING THE PURCHASED ASSETS IN "AS-IS, WHERE-IS"
PHYSICAL CONDITION, WITH ALL FAULTS, BOTH PATENT AND LATENT, REGARDLESS OF HOW
SUCH FAULTS WERE CAUSED OR CREATED (BY SELLER'S NEGLIGENCE OR OTHERWISE).
10.14 Non-Competition. To assure that Buyer will realize the benefits of
the transactions contemplated hereunder, Seller hereby agrees not to:
(a) For a period of one (1) year after the Closing Date, directly or
indirectly, alone or as a shareholder, partner, joint venturer, officer,
director, member, manager, employee, consultant, agent, independent contractor
or equity interest holder of, or lender to, any Person, entity or business,
engage in any business or activities the same as or similar to the business of
operating the Purchased Assets within Roberts County, Texas and each of Van
Buren, Conway, Faulkner and White Counties, Arkansas.
(b) For a period of one (1) year after the Closing Date, directly or
indirectly, solicit for employment any employees of Buyer; provided that, the
foregoing shall not prohibit Seller from offering to employ or employing any
such employees of Buyer who respond to a general employment advertisement not
directed at Buyer or Buyer's employees.
Notwithstanding the foregoing, the beneficial ownership of less than 1% of the
equity interests of any Person having a class of equity interests actively
traded on a national securities exchange or over-the-counter market shall not be
deemed, in and of itself, to