FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY.
EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT,
EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW,
THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE IN AN "AS IS",
"WHERE IS" CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND
CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION.
THIS SECTION
SHALL SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS
AGREEMENT.
THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES
AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION
OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER
IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT.
(B)
TO THE EXTENT THAT CERTAIN JURISDICTIONS IN
WHICH THE ASSETS ARE LOCATED MAY REQUIRE THAT DOCUMENTS BE RECORDED IN ORDER TO
EVIDENCE THE TRANSFERS OF TITLE REFLECTED IN THIS AGREEMENT, THEN THE
DISCLAIMERS SET FORTH IN SECTION 6.2(A) IMMEDIATELY ABOVE SHALL ALSO BE
APPLICABLE TO THE CONVEYANCES UNDER SUCH DOCUMENTS.
(C)
THE CONTRIBUTIONS OF THE ASSETS MADE UNDER
THIS AGREEMENT ARE MADE WITH FULL RIGHTS OF SUBSTITUTION AND SUBROGATION OF THE
RESPECTIVE PARTIES RECEIVING SUCH CONTRIBUTIONS, AND ALL PERSONS CLAIMING BY,
THROUGH AND UNDER SUCH PARTIES, TO THE EXTENT ASSIGNABLE, IN AND TO ALL
COVENANTS AND WARRANTIES BY THE PREDECESSORS-IN-TITLE OF THE PARTIES
CONTRIBUTING THE ASSETS, AND WITH FULL SUBROGATION OF ALL RIGHTS ACCRUING UNDER
APPLICABLE STATUTES OF LIMITATION AND ALL RIGHTS OF ACTION OF WARRANTY AGAINST
ALL FORMER OWNERS OF THE ASSETS.
(D)
EACH OF THE PARTIES AGREES THAT THE
DISCLAIMERS CONTAINED IN THIS SECTION 6.2 ARE "CONSPICUOUS" DISCLAIMERS.
ANY
COVENANTS IMPLIED BY STATUTE OR LAW BY THE USE OF THE WORDS "GRANT," "CONVEY,"
"BARGAIN," "SELL," "ASSIGN," "TRANSFER," "DELIVER," OR "SET OVER" OR ANY OF THEM
OR ANY OTHER WORDS USED IN THIS AGREEMENT OR ANY EXHIBITS HERETO ARE HEREBY
EXPRESSLY DISCLAIMED, WAIVED OR NEGATED.
15
(E)
EACH OF THE PARTIES HEREBY WAIVES
COMPLIANCE WITH ANY APPLICABLE BULK SALES LAW OR ANY SIMILAR LAW IN ANY
APPLICABLE JURISDICTION IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
ARTICLE VII
FURTHER ASSURANCES
7.1
FURTHER ASSURANCES.
FROM TIME TO TIME AFTER
THE DATE HEREOF, AND WITHOUT ANY FURTHER CONSIDERATION, THE PARTIES AGREE TO
EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH ADDITIONAL DEEDS, ASSIGNMENTS, BILLS
OF SALE, CONVEYANCES, INSTRUMENTS, NOTICES, RELEASES, ACQUITTANCES AND OTHER
DOCUMENTS, AND WILL DO ALL SUCH OTHER ACTS AND THINGS, ALL IN ACCORDANCE WITH
APPLICABLE LAW, AS MAY BE NECESSARY OR APPROPRIATE (A) MORE FULLY TO ASSURE THAT
THE APPLICABLE PARTIES OWN ALL OF THE PROPERTIES, RIGHTS, TITLES, INTERESTS,
ESTATES, REMEDIES, POWERS AND PRIVILEGES GRANTED BY