IN THIS AGREEMENT, THE PURCHASER
ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES,
STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE COMPANY OR ANY OF ITS
AFFILIATES, EXPRESS OR IMPLIED, AS TO (I) THE ASSETS OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY, OR (II) THE LIABILITIES, BUSINESS, RESULTS OF
OPERATIONS, CONDITION
7
(FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS OF
THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, AND THAT IN MAKING ITS DECISION TO
ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, THE
PURCHASER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT
INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) THE COMPANY DISCLAIMS
ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY,
STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO THE
PURCHASER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN
PROVIDED TO THE PURCHASER BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATES OF
THE COMPANY, (C) NEITHER THE COMPANY NOR ANY AFFILIATE, AGENT, OR REPRESENTATIVE
OF THE COMPANY HAS MADE, AND THE PURCHASER HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH
GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND
ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO
THE ASSETS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; AND (D) THE COMPANY
MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION
(INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS
MATERIALS AT, ON, UNDER OR FROM ANY PORTION OF THE ASSETS OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY, COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES,
ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING,
SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL
MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT
OF RECORD), OTHER INTERNATIONAL, NATIONAL, REGIONAL, FEDERAL, STATE, PROVINCIAL
OR LOCAL REQUIREMENTS OR OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR
REQUIREMENTS, INCLUDING ENVIRONMENTAL HEALTH AND SAFETY LAWS AND PERMITS.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Series A Stock Purchase
Agreement as of the date first written above.
COMPANY:
ALON REFINING LOUISIANA, INC.
By:
/s/ Jeff D. Morris
Name:
Jeff D. Morris
Title:
President and CEO
Address:
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
Attention: General Counsel
PURCHASER:
ALON ISRAEL OIL COMPANY, LTD.
By:
/s/ Yizhak Bader
Name:
Yizhak Bader
Title:
Chairman of the Board of Directors
Address:
Europark (France Building)
P.O.B. 10
Kibbutz Yakum, Israel 60972
Attention: General Counsel