Surveys.
(d) Within 45 days following the Execution Date, Seller shall prepare
and deliver to Buyer a Section 6.8(d) of the Disclosure Schedules which shall
set forth to the Knowledge of Seller a list of the pipeline easements, rights of
way, servitudes and licenses which the Company or any Affiliate of the Company
owns and which serve the Refinery, provided however, Seller makes no
representation that the list of the pipeline easements, rights of way,
servitudes and licenses will be without gaps or defects based on the lack of a
survey.
Section 6.9 Independent Investigation. EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR IN ANY CERTIFICATE
DELIVERED PURSUANT HERETO, BUYER ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO
REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY SELLER
OR ANY OF ITS AFFILIATES, EXPRESS OR
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Execution Copy
IMPLIED, AS TO (I) THE COMPANY'S ASSETS, OR (II) THE LIABILITIES, BUSINESS,
RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR
PROSPECTS RELATING TO THE BUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE SHARES, BUYER HAS
RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION,
VERIFICATION, ANALYSIS AND EVALUATION; (B) SELLER DISCLAIMS ALL LIABILITY AND
RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION
ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER INCLUDING ANY OPINION,
INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER BY OR ON BEHALF OF
SELLER, THE COMPANY OR ANY AFFILIATES OF SELLER, INCLUDING (I) ANY MODELS
PROVIDED BY SELLER OR ITS AFFILIATES, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION
PURPOSES ONLY, (II) ANY OTHER INFORMATION PROVIDED IN THE CONFIDENTIAL
INFORMATION MEMORANDUM DATED JANUARY, 2008, AS SUPPLEMENTED TO THE DATE OF THIS
AGREEMENT, (III) ANY CORRESPONDENCE FROM SELLER OR JP MORGAN OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OR AFFILIATES, (IV) ANY PRESENTATION BY THE
MANAGEMENT OF SELLER OR ITS AFFILIATES, AND (V) ANY INFORMATION MADE AVAILABLE
TO BUYER, OR STATEMENTS MADE TO BUYER, DURING SITE OR OFFICE VISITS, IN ANY DATA
ROOM OR MANAGEMENT PRESENTATION; (C) NEITHER SELLER NOR ANY AFFILIATE, AGENT, OR
REPRESENTATIVE OF SELLER HAS MADE, AND SELLER 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 COMPANY'S ASSETS; AND (D) SELLER 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 REFINERY OR THE COMPANY'S OTHER ASSETS, 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