ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF
MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY,
NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF
THE ASSETS, AND
48
NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A
REPRESENTATION OR WARRANTY, AND PURCHASER SHALL BE DEEMED TO BE TAKING THE
ASSETS "AS IS" AND "WHERE IS" FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.
SECTION 11.11
WAIVER OF TRADE PRACTICES ACTS.
(A)
IT IS THE INTENTION OF THE PARTIES THAT PURCHASER'S RIGHTS AND
REMEDIES WITH RESPECT TO THIS TRANSACTION AND WITH RESPECT TO ALL ACTS OR
PRACTICES OF SELLER, PAST, PRESENT OR FUTURE, IN CONNECTION WITH THIS
TRANSACTION SHALL BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE TEXAS DECEPTIVE
TRADE PRACTICES - CONSUMER PROTECTION ACT, TEX. BUS. & COM. CODE ANN. § 17.41 ET
SEQ. (THE "DTPA") OR THE LOUISIANA UNFAIR TRADE PRACTICES AND CONSUMER
PROTECTION LAW, LA. R.S. 51:1402, ET SEQ. (THE "UTPCPL").
AS SUCH, PURCHASER
HEREBY WAIVES THE APPLICABILITY OF THE DTPA AND THE UTPCPL TO THIS TRANSACTION
AND ANY AND ALL DUTIES, RIGHTS OR REMEDIES THAT MIGHT BE IMPOSED BY THE DTPA
AND/OR THE UTPCPL, WHETHER SUCH DUTIES, RIGHTS AND REMEDIES ARE APPLIED DIRECTLY
BY THE DTPA OR THE UTPCPL ITSELF OR INDIRECTLY IN CONNECTION WITH OTHER
STATUTES; PROVIDED, HOWEVER, PURCHASER DOES NOT WAIVE § 17.555 OF THE DTPA.
PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS PURCHASING THE GOODS
AND/OR SERVICES COVERED BY THIS AGREEMENT FOR COMMERCIAL OR BUSINESS USE; THAT
IT HAS ASSETS OF $5,000,000.00 OR MORE ACCORDING TO ITS MOST RECENT FINANCIAL
STATEMENT PREPARED IN ACCORDANCE WITH GAAP; THAT IT HAS KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND
RISKS OF A TRANSACTION SUCH AS THIS; AND THAT IT IS NOT IN A SIGNIFICANTLY
DISPARATE BARGAINING POSITION WITH SELLER.
(B)
PURCHASER EXPRESSLY RECOGNIZES THAT THE PRICE FOR WHICH SELLER HAS
AGREED TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT HAS BEEN PREDICATED UPON
THE INAPPLICABILITY OF THE DTPA AND THE UTPCPL AND THIS WAIVER OF THE DTPA AND
THE UTPCPL.
PURCHASER FURTHER RECOGNIZES THAT SELLER, IN DETERMINING TO PROCEED
WITH THE ENTERING INTO OF THIS AGREEMENT, HAS EXPRESSLY RELIED ON THIS WAIVER
AND THE INAPPLICABILITY OF THE DTPA AND THE UTPCPL.
SECTION 11.12
REDHIBITION WAIVER.
Purchaser waives all rights in redhibition pursuant to Louisiana Civil Code
Articles 2475 and 2520 through 2548, and acknowledges that this express waiver
shall be considered a material and integral part of this transaction and the
consideration thereof.
Purchaser acknowledges that this waiver has been brought
to its attention and 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.
SECTION 11.13
RECORDING.
As soon as practicable after Closing, Purchaser shall record the Conveyance in
the appropriate counties and/or parishes and provide Seller with copies of all
recorded or approved instruments.
The Conveyance is intended to convey all