(B) ACKNOWLEDGES THAT THIS EXPRESS WAIVER SHALL BE CONSIDERED A
MATERIAL AND INTEGRAL PART OF THIS SALE AND THE CONSIDERATION THEREOF; AND (C)
ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF PURCHASER,
HAS BEEN EXPLAINED IN DETAIL AND THAT PURCHASER HAS VOLUNTARILY AND KNOWINGLY
CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND WARRANTY AGAINST REDHIBITORY
VICES AND DEFECTS FOR THE ASSETS.
17.20
UTPCPL WAIVER.
TO THE EXTENT APPLICABLE TO THE
PROPERTIES OR ANY PORTION THEREOF, PURCHASER HEREBY WAIVES THE PROVISIONS OF THE
LOUISIANA UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW (LA. R.S. 51:1402,
ET SEQ.). PURCHASER WARRANTS AND REPRESENTS THAT IT: (A) IS EXPERIENCED AND
KNOWLEDGEABLE WITH RESPECT TO THE OIL AND GAS INDUSTRY GENERALLY AND WITH
TRANSACTIONS OF THIS TYPE SPECIFICALLY; (B) POSSESSES AMPLE KNOWLEDGE,
EXPERIENCE AND EXPERTISE TO EVALUATE INDEPENDENTLY THE MERITS AND RISKS OF THE
TRANSACTIONS HEREIN CONTEMPLATED; AND (C) IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION.
17.21
RECORDATION.
THE ASSIGNMENT AND BILL OF SALE FORM
ATTACHED AS SCHEDULE 10.2(A)(1) FOR LEASEHOLD INTERESTS LOCATED IN OR ADJACENT
TO THE STATE OF TEXAS AND, SCHEDULE 10.2(A)(2) FOR LEASEHOLD INTERESTS LOCATED
IN OR ADJACENT TO THE STATE OF LOUISIANA, SCHEDULE 10.2(A)(3) FOR LEASEHOLD
INTERESTS LOCATED IN OR ADJACENT TO THE STATE OF MISSISSIPPI AND SCHEDULE
10.2(A)(4) FOR LEASEHOLD INTERESTS LOCATED IN OR ADJACENT TO THE STATE OF
ALABAMA ARE INTENDED TO
48
CONVEY ALL OF THE ASSETS BEING CONVEYED PURSUANT TO THIS AGREEMENT. CERTAIN
ASSETS OR SPECIFIC PORTIONS OF THE ASSETS THAT ARE LEASED FROM, OR REQUIRE THE
APPROVAL TO TRANSFER BY, A GOVERNMENTAL ENTITY ARE CONVEYED UNDER THE ASSIGNMENT
AND BILL OF SALE AND ALSO ARE DESCRIBED AND COVERED BY ASSIGNMENTS OF RECORD
TITLE INTEREST AND ASSIGNMENTS OF OPERATING RIGHTS, AND OTHER SEPARATE
ASSIGNMENTS MADE BY NOBLE TO PURCHASER ON OFFICIALLY APPROVED FORMS, OR FORMS
ACCEPTABLE TO SUCH ENTITY, IN SUFFICIENT MULTIPLE ORIGINALS TO SATISFY
APPLICABLE STATUTORY AND REGULATORY REQUIREMENTS.
THE INTERESTS CONVEYED BY
SUCH SEPARATE ASSIGNMENTS ARE THE SAME, AND NOT IN ADDITION TO, THE INTERESTS
CONVEYED IN ANY OF SUCH ASSIGNMENTS AND BILL OF SALE.
FURTHER, SUCH ASSIGNMENTS
SHALL BE DEEMED TO CONTAIN THE SPECIAL LIMITED TITLE WARRANTY OF NOBLE AND ALL
OF THE EXCEPTIONS, RESERVATIONS, RIGHTS, TITLES, POWER AND PRIVILEGES SET FORTH
HEREIN AS FULLY AND ONLY TO THE EXTENT AS THOUGH THEY WERE SET FORTH IN EACH
SUCH SEPARATE ASSIGNMENT.
SHOULD THE LAW OF A STATE OTHER THAN TEXAS OR
LOUISIANA BE DEEMED APPLICABLE UNDER THE OCSLA, THEN ANY PROVISIONS OF
APPLICABLE LAW OF SUCH STATE PARALLEL TO THOSE REFERENCED IN SECTIONS 17.18,
17.19 AND 17.20 ABOVE SHALL ALSO BE DEEMED WAIVED TO THE MAXIMUM EXTENT ALLOWED
BY APPLICABLE LAW.
17.22
MMS APPROVAL.
PURCHASER PROMPTLY AFTER THE CLOSING
DATE SHALL ACTIVELY PURSUE MMS UNCONDITIONAL APPROVAL OF THE ASSIGNMENTS OF THE
ASSETS SITUATED ON THE OUTER CONTINENTAL SHELF, AND OWNERSHIP THEREOF, FROM
NOBLE TO PURCHASER.
PURCHASER OBLIGATES ITSELF TO TAKE ANY AND ALL REASONABLE
ACTION REQUIRED BY THE MMS IN ORDER TO OBTAIN SUCH APPROVAL AND SHALL PROVIDE
NOBLE