"BY, THROUGH OR UNDER" WARRANTY, (II) GENERAL
INDEMNITIES UNDER ARTICLE 11 AND (III) ENVIRONMENTAL INDEMNITIES PURSUANT TO
SECTION 16.2 EXCEED, IN THE AGGREGATE, TWENTY-FIVE PERCENT (25%) OF THE PURCHASE
PRICE; PROVIDED THAT (X) THE COVENANTS OF THE PARTIES UNDER SECTIONS 2.3, 2.5,
11.1 AND 11.3 SHALL NOT BE LIMITED BY THIS SECTION 17.14(B), AND (Y) NOBLE'S
INDEMNITIES UNDER SECTIONS 11.4(C)(II) AND (IV) SHALL NOT BE LIMITED BY THIS
SECTION 17.14(B).
17.15
COUNTERPARTS AND EXHIBITS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
ALL
EXHIBITS ATTACHED HERETO ARE HEREBY MADE A PART OF THIS AGREEMENT AND
INCORPORATED HEREIN BY THIS REFERENCE.
17.16
OPERATORSHIP MATTERS.
(A)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, NOBLE DOES NOT REPRESENT TO PURCHASER THAT PURCHASER WILL SUCCEED TO
NOBLE'S OPERATORSHIP OF ANY UNIT OR WELL CONSTITUTING A PART OF THE ASSETS.
PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER WILL BE REQUIRED TO COMPLY WITH
THE TERMS OF ANY APPLICABLE OPERATING AGREEMENT, UNIT OPERATING AGREEMENT OR
OTHER CONTRACT RELATING TO ANY ELECTIONS OR OTHER SELECTION PROCEDURES IN ORDER
TO SUCCEED NOBLE AS OPERATOR THEREUNDER.
(B)
CONCERNING NOBLE-OPERATED ASSETS, PURCHASER
SHALL PROVIDE NOBLE WITH EVIDENCE OF THE ACCEPTANCE BY THE APPLICABLE GOVERNMENT
AUTHORITY OF ANY SUCH CHANGE OF OPERATORSHIP PRIOR TO THE TIME NOBLE TRANSFERS
OPERATIONS TO PURCHASER.
WHERE PRACTICABLE, TRANSFER OF OPERATIONS UNDER THIS
PARAGRAPH SHALL BE PERFORMED ON THE FIRST DAY OF THE MONTH IMMEDIATELY FOLLOWING
THE DATE OF RECEIPT OF APPROVAL OF THE APPLICABLE GOVERNMENT AUTHORITY FOR
SUCCESSOR OPERATIONS BY PURCHASER, SUBJECT TO THE TERMS AND PROVISIONS OF THE
TRANSITION AGREEMENT REFERENCED IN SECTION 11.6 WHERE APPLICABLE.
47
17.17
CONFLICT WITH ASSIGNMENT.
NOBLE AND PURCHASER
ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN
THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF THE
ASSIGNMENTS EXECUTED AND DELIVERED AT CLOSING BY NOBLE AND PURCHASER, THE TERMS
AND PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
17.18
DTPA WAIVER.
TO THE EXTENT APPLICABLE TO THE ASSETS
OR ANY PORTION THEREOF, PURCHASER HEREBY WAIVES THE PROVISIONS OF THE TEXAS
DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH
17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEX. BUS. &
COM. CODE. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER
HEREBY REPRESENTS AND WARRANTS TO NOBLE THAT PURCHASER (A) IS IN THE BUSINESS OF
SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR
BUSINESS USE, (B) HAS ASSETS OF $5,000,000 OR MORE ACCORDING TO ITS MOST RECENT
FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH GAAP, (C) HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE
MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY, AND (D) IS NOT IN A
SIGNIFICANTLY DISPARATE BARGAINING POSITION.
17.19
REDHIBITION WAIVER.
PURCHASER: (A) WAIVES ALL RIGHTS
IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLE 2475 AND ARTICLES 2520
THROUGH 2548;