CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC
DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY
OR
RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) ANY
ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS,
(V)
THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR
MARKETABILITY OF THE ASSETS, (VI) THE CONTENT, CHARACTER OR NATURE OF ANY
DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY
THIRD PARTIES, (VII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE
AVAILABLE OR COMMUNICATED TO PURCHASERS OR THEIR RESPECTIVE AFFILIATES, OR TO
THE EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS OF EITHER OF
PURCHASERS OR OF THEIR RESPECTIVE AFFILIATES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING
THERETO, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS,
STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING
EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT, EXCEPT TO THE EXTENT
EXPRESSLY SET FORTH IN ARTICLE 5 OF THIS AGREEMENT OR CONFIRMED IN THE
CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 9.2(b), PURCHASERS
SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION
AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS, AND (VIII) ANY
IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.
(c)
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT OR
CONFIRMED IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION
9.2(b), SELLER HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY
REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS,
ENVIRONMENTAL LIABILITIES, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE
PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY
OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND, EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED IN THIS AGREEMENT, (i) NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE
CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND (ii) PURCHASERS SHALL BE
DEEMED TO BE TAKING THE ASSETS "AS IS" AND "WHERE IS" FOR PURPOSES OF THEIR
ENVIRONMENTAL CONDITION.
Section 11.9
Waiver of Trade Practices Acts.
Purchasers hereby acknowledge the inapplicability of the Texas Deceptive Trade
Practices--Consumer Protection Act, Tex. Bus. & Com. Code Ann. § 17.41 et seq.
(the "DTPA") to this transaction and hereby waives any and all duties, rights or
remedies that might be imposed by the DTPA, whether such duties, rights and
remedies are applied directly by the DTPA itself or indirectly in connection
with other statutes.
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Section 11.10
Recording.
As soon as practicable after Closing, Purchasers shall record the Conveyance in
the appropriate counties and provide Seller with copies of all recorded or
approved instruments.
The conveyance in the form attached as Exhibit B is intended to convey all of
the Assets being conveyed pursuant to this Agreement.
Specific portions of the
Assets that are leased from, or require the approval to transfer by, a