THEIR COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, THE MAINTENANCE, REPAIR,
CONDITION, QUALITY, SUITABILITY, OR MARKETABILITY OF THE ASSETS, INCOME TO BE
DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE
OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY OTHER
MATTER OR THING RELATING TO OR AFFECTING THE ASSETS, AND SELLER AND ITS
AFFILIATES HEREBY DISCLAIM AND RENOUNCE ANY OTHER REPRESENTATION OR WARRANTY.
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TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY PORTION THEREOF, PURCHASER HEREBY
VOLUNTARILY 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, A LAW THAT GIVES
CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, AND PURCHASER EXPRESSLY WAIVES THE
WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTY AGAINST HIDDEN OR LATENT
REDHIBITORY VICES UNDER LOUISIANA LAW, INCLUDING LOUISIANA CIVIL CODE ARTICLES
2520 THROUGH 2548 AND THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLES
2476, AND WAIVES ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE
ARTICLES 2420, ET SEQ. PURCHASER ACKNOWLEDGES THAT THIS EXPRESS WAIVER SHALL BE
CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND THE CONSIDERATION
THEREOF; PURCHASER FURTHER ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE
ATTENTION OF PURCHASER AND EXPLAINED IN DETAIL AND THAT PURCHASER HAS
VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR
WARRANTY AGAINST REDHIBITORY VICES AND DEFECTS FOR THE
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ASSETS. PURCHASER ACKNOWLEDGES THAT THE WAIVERS IN THIS AGREEMENT ARE
CONSPICUOUS. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER
HEREBY REPRESENTS AND WARRANTS TO SELLER THAT IT (i) IS IN THE BUSINESS OF
SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR
BUSINESS USE (ii) HAS CONSULTED WITH AN ATTORNEY OF PURCHASER'S OWN CHOOSING;
(iii) HAS KNOWLEDGE AND EXPERIENCE IN THE FINANCIAL, BUSINESS AND OIL AND GAS
SERVICE MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE
TRANSACTIONS CONTEMPLATED HEREBY; (iv) IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION; AND (v) UNDERSTANDS THAT THIS WAIVER IS A MATERIAL AND
INTEGRAL PART OF THIS AGREEMENT AND THE CONSIDERATION THEREOF AND THAT SELLER IN
DETERMINING TO PROCEED WITH ENTERING INTO THIS AGREEMENT, HAS EXPRESSLY RELIED
ON THIS WAIVER. IN ADDITION, PURCHASER WAIVES ITS RIGHTS UNDER ALL OTHER
CONSUMER PROTECTION STATUTES APPLICABLE TO THIS TRANSACTION THAT MAY BE WAIVED
BY THE PARTIES.
1.8 Post Closing Liabilities.
At the Effective Time, Purchaser shall assume, and thereafter pay, discharge,
perform or otherwise satisfy in accordance with their respective terms (A) only
those liabilities and obligations of the Seller that accrue after the Effective
Time under the Assumed Contracts and Credits, (B) Purchaser's obligations under
the other agreements or instruments to be executed and delivered by Purchaser at
the Closing, and (C) all obligations and liabilities arising from the ownership
or operation of the Assets by Purchaser after the Effective Time (the
"Post-Closing Liabilities"). The Purchaser's obligations under this Section 1.8
shall