and IV of this
Agreement and in the Transaction Documents and not on any other representations
made by or on behalf of the Sellers or their representatives.
(c) Alon has expertise in evaluating and investing in private
placement transactions of securities of companies similar to the Acquired
Companies and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the prospective
investment in the Shares.
(d) EXCEPT AS OTHERWISE EXPRESSLY STATED TO THE CONTRARY IN THIS
AGREEMENT, ALON ACKNOWLEDGES AND AGREES THAT IT SHALL AT THE CLOSING (OR, IF
APPLICABLE, THE ASSET PURCHASE DATE) ACCEPT THE PROPERTY AND ASSETS OF THE
ACQUIRED COMPANIES IN AN "AS IS" AND "WHERE IS" CONDITION WITH ALL FAULTS,
SUBJECT TO THE PROVISIONS OF SECTION 6.1. IN PARTICULAR, BUT WITHOUT LIMITATION,
ALON ACKNOWLEDGES THAT EXCEPT FOR THE SELLERS' EXPRESS REPRESENTATIONS AND
WARRANTIES IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, THE SELLERS DO NOT
MAKE AND THE SELLERS, THEIR AFFILIATES AND AGENTS HAVE NOT MADE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED,
INCLUDING ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO TITLE,
MERCHANTABILITY, QUALITY, VALUE, CONDITION, SAFETY, CONFORMITY OR FITNESS FOR
ANY PARTICULAR USE OR PURPOSE OF ANY ASSETS OR OTHER PROPERTIES OF THE ACQUIRED
COMPANIES.
(e) ALON ACKNOWLEDGES THAT IT IS ENGAGED IN AND EXPERIENCED IN THE
BUSINESS OF OWNING AND OPERATING REFINERIES. ALON ACKNOWLEDGES THAT, EXCEPT FOR
THE SELLERS' EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, IT IS
ENTERING INTO THIS AGREEMENT AND WILL PERFORM ITS OBLIGATIONS HEREUNDER
(INCLUDING THE STOCK PURCHASE) ON THE BASIS OF ALON'S OWN INVESTIGATION,
JUDGMENT AND CONCLUSIONS OF THE VALUE OF THE ACQUIRED COMPANIES AND THE BUSINESS
AND THE CONDITION OF THE PROPERTY, ASSETS, BUSINESS AND OPERATIONS OF THE
ACQUIRED COMPANIES (INCLUDING PHYSICAL AND ENVIRONMENTAL CONDITION) AND OF ALL
OTHER MATTERS RELATING TO SUCH VALUE AND SUCH PROPERTY, ASSETS, BUSINESS AND
OPERATIONS.
(f) To the knowledge of Alon, the Sellers are not in breach, as of the
date hereof, of any of the representations or warranties of the Sellers
contained in this Agreement.
39
ARTICLE VI
COVENANTS
6.1 Conduct of Business. Except (i) as expressly contemplated in this
Agreement, or (ii) with the express written approval of Alon (which approval
shall not be unreasonably withheld or delayed), during the period from the date
hereof to the earlier of the termination of this Agreement or the Closing Date,
the Sellers shall cause the Acquired Companies:
(a) to conduct their respective operations in the ordinary course, in
substantially the same manner as heretofore conducted;
(b) to use commercially reasonable efforts to (i) preserve their
respective business organization and goodwill, (ii) keep available the services
of their respective employees in the ordinary course and (iii) maintain
satisfactory relationships with their customers, suppliers and other Persons
having business relationships with them;
(c) to confer on a regular basis with one or more representatives of
Alon, including to report material operational matters and any proposals of the
Acquired