therein.
3.13
Sufficiency of Assets.
The Acquired Assets include substantially
all of the assets, properties, rights (including Intellectual Property rights
(if any)), titles and interests of Seller (other than the Excluded Assets) used
by Seller in the operation of the Pipeline and necessary for the operation of
the Pipeline as operated by Seller at Closing.
To the Knowledge of Seller, the
Acquired Assets include all of the assets, properties, rights and interests
necessary for Seller to conduct the Business.
3.14
Intellectual Property.
Except as set forth on Schedule 3.14,
there are no licenses or other rights to use (including, foreign rights) or any
copyrights, patents, patent applications, trade names, trade secrets, registered
and unregistered trademarks, servicemarks, franchises, domain names or other
similar rights now used or employed by Seller with respect to the Acquired
Assets.
To Seller's Knowledge, no Third Party is infringing on or otherwise
violating any right of Seller with respect to the Assigned Intellectual Property
and Seller's (or Seller's Affiliates') use of the Assigned Intellectual Property
is not infringing on any Third Party's Intellectual Property.
3.15
WAIVERS AND DISCLAIMERS.
BUYER ACKNOWLEDGES THAT IT HAS HAD AN
OPPORTUNITY TO INSPECT THE ACQUIRED ASSETS, THAT IT HAS CONDUCTED ITS
INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH
ACQUIRED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT
CONDITIONED ON IT CONDUCTING FURTHER DUE DILIGENCE.
OTHER THAN AS EXPRESSLY SET
OUT HEREIN OR IN THE ANCILLARY AGREEMENTS, BUYER IS RELYING ON SUCH INDEPENDENT
INVESTIGATION AND INSPECTION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY
INFORMATION PROVIDED BY SELLER OR ITS REPRESENTATIVES IN DETERMINING WHETHER TO
ACQUIRE THE ACQUIRED ASSETS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR
THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS
ARTICLE III AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY SELLER IN
THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS, BUYER ACKNOWLEDGES AND AGREES
THAT THE SALE AND BUYER'S ACQUISITION OF THE ACQUIRED ASSETS AS PROVIDED FOR
HEREIN SHALL BE MADE IN AN "AS IS", "WHERE IS" CONDITION WITH ALL FAULTS AND
THAT SELLER HAS NOT MADE, NOR DOES IT MAKE, AND SELLER SPECIFICALLY NEGATES AND
DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
14
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE,
NATURE, QUALITY OR CONDITION OF THE ACQUIRED ASSETS, INCLUDING WITHOUT
LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE
PROPERTIES INCLUDED IN THE ACQUIRED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR
LACK OF HAZARDOUS SUBSTANCES OR MATTERS ON SUCH PROPERTIES, (B) THE INCOME TO BE
DERIVED FROM THE ACQUIRED ASSETS, (C) THE SUITABILITY OF THE ACQUIRED ASSETS FOR
ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANY OTHER PARTY MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY ANY SUCH ACQUIRED ASSET OR ITS OPERATION
WITH ANY LAWS OF ANY GOVERNMENTAL ENTITY (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS,