be required for the assessment, remediation, removal,
transportation, or disposal of environmental media, wastes, asbestos, NORM, and
other hazardous substances from the Assets.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED UNDER
THIS AGREEMENT, EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF EACH
SELLER IN SECTION 4.12 OR IN THE SELLER OFFICER CERTIFICATES RELATING
SPECIFICALLY THERETO, SELLERS DO NOT MAKE, SELLERS EXPRESSLY DISCLAIM, AND BUYER
WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL LIABILITIES, RELEASE
OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO
THE OWNERSHIP OR OPERATION OF ASSETS OR THE PRESENCE OR ABSENCE OF ASBESTOS OR
NORM IN OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD OPERATIONS IN THE
AREAS WHERE THE ASSETS ARE LOCATED.
BUYER SHALL HAVE INSPECTED, OR WAIVED ITS
RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR
PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING
CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE, OR DISPOSAL OF
HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OTHER MAN-MADE FIBERS, AND
NORM.
BUYER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND ITS OWN
INSPECTION OF THE ASSETS.
AS OF CLOSING, BUYER HAS MADE ALL SUCH REVIEWS AND
INSPECTIONS OF THE ASSETS AND THE RECORDS AS BUYER HAS DEEMED NECESSARY OR
APPROPRIATE TO CONSUMMATE THE TRANSACTION.
EXCEPT AS SPECIFICALLY SET FORTH IN
SECTION 4.12 AND IN ARTICLE 10, BUYER DOES HEREBY AGREE, WARRANT, AND COVENANT
TO RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLERS AND THEIR AFFILIATES, THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY AND ALL
OBLIGATIONS RELATED TO ENVIRONMENTAL MATTERS, ENVIRONMENTAL LIABILITIES OR
VIOLATIONS OF ENVIRONMENTAL LAWS ASSOCIATED WITH THE ASSETS, INCLUDING ALL
CLAIMS, DEMANDS, AND CAUSES OF
16
ACTION FOR CONTRIBUTION AND INDEMNITY UNDER FEDERAL AND STATE STATUTES,
INCLUDING THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT, 42 U.S.C. § 9601 et seq., AS AMENDED, AND THE TEXAS SOLID WASTE DISPOSAL
ACT, OR COMMON LAW WHICH COULD BE ASSERTED NOW OR IN THE FUTURE.
(d)
SELLERS AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY LAW TO BE
EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 6.5
ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY LAW, RULE OR ORDER.
6.6
Post-Closing Obligations.
If Closing occurs, Sellers and Buyer have
the following post-Closing obligations:
(a)
Property Records.
Within 30 days after Closing, Sellers shall
deliver the Records to Buyer at the address of Buyer set forth in the
introductory paragraph of this Agreement.
(b)
Recording and Filing.
Buyer, within 30 days after Closing, shall:
(a) record the Conveyance and all other instruments that must be recorded to
effectuate the transfer of the Assets; and (b) file for approval with the
applicable federal, state or local agencies the Conveyance (to the extent
required by applicable Law) and all other federal, state or local transfer
documents required to effectuate transfer of the Assets.
Buyer shall provide
Sellers a recorded copy