removed by Purchaser, but not in
excess of sixty (60) days after the Effective Time.
(B) Seller's rights to continued use of the Breaux Bridge Yard is set forth in
Section 8.4.
1.6 Redocumentation of Vessels.
Immediately, but in no event later than five (5) business days following the
Effective Time, Moncla Marine shall file all required Coast Guard form bills of
sale, applications for redocumentation, evidence of citizenship and other
documentation in order to evidence the transfer of ownership of any Marine
Assets constituting documented vessels from Key Marine to Moncla Marine. Key
Marine has previously furnished to Moncla Marine all documentation evidencing
any mergers by any subsidiaries or predecessors of Key Marine on or after the
acquisition of the Companies by Key Energy pursuant to the 2007 Agreement.
Moncla Marine shall provide evidence to Seller of any communications from the
Coast Guard and shall provide evidence of the redocumentation of such vessels in
Moncla Marine's name, as soon as completed.
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1.7 No Representation or Warranty as to Condition.
PURCHASER ACKNOWLEDGES THAT THE ASSETS HAVE BEEN USED FOR OIL AND GAS
EXPLORATION, DRILLING, PRODUCING, TREATING AND TRANSPORTATION OPERATIONS,
RELATED OIL FIELD OPERATION AND POSSIBLY THE STORAGE AND DISPOSAL OF WASTE
MATERIALS INCIDENTAL TO, OR OCCURRING IN CONNECTION WITH, SUCH OPERATIONS AND
THAT PHYSICAL CHANGES TO THE ASSETS MAY HAVE OCCURRED AS A RESULT OF SUCH USES.
ADDITIONALLY, PURCHASER ACKNOWLEDGES THAT THE ASSETS MAY CONTAIN ASBESTOS,
HAZARDOUS SUBSTANCES, OR NATURALLY OCCURRING RADIOACTIVE MATERIAL ("NORM"). NORM
MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF MATERIALS AND EQUIPMENT AS SCALE OR
IN OTHER FORMS; MATERIALS AND EQUIPMENT INCLUDED IN THE ASSETS MAY CONTAIN NORM,
AND NORM CONTAINING MATERIAL MAY HAVE BEEN BURIED OR OTHERWISE DISPOSED ON THE
ASSETS. PURCHASER ACKNOWLEDGES THAT SPECIAL PROCEDURES MAY BE REQUIRED FOR
REMEDIATING, REMOVING, TRANSPORTING AND DISPOSING OF ASBESTOS, NORM, HAZARDOUS
SUBSTANCES AND OTHER MATERIALS FROM THE ASSETS. WITH RESPECT TO THE PHYSICAL
CONDITION OF THE ASSETS, PURCHASER SHALL CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY
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THIS AGREEMENT ON THE BASIS OF PURCHASER'S OWN INVESTIGATION AND DUE DILIGENCE
OF THE PHYSICAL CONDITION OF THE ASSETS, INCLUDING ENVIRONMENTAL CONDITIONS, AND
PURCHASER SHALL ACCEPT THE ASSETS INCLUSIVE OF ANY ADVERSE ENVIRONMENTAL
CONDITION PRESENTLY EXISTING, WHETHER KNOWN OR UNKNOWN.
PURCHASER UNDERSTANDS, AGREES AND ACCEPTS THAT THE ASSETS ARE BEING SOLD AND
CONVEYED "AS IS," "WHERE IS," "WITH ALL FAULTS" THAT MAY EXIST AS OF THE
EFFECTIVE TIME, AND WITH ANY AND ALL LATENT AND PATENT DEFECTS, WITHOUT ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLER OR ITS AFFILIATES; AND
PURCHASER HEREBY WAIVES ANY IMPLIED COVENANTS. SELLER SPECIFICALLY DISCLAIMS ANY
WARRANTIES, WHETHER WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION THE WARRANTIES
OF HABITABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND ANY
OTHER WARRANTIES WHICH MIGHT OTHERWISE BE IMPLIED. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, SELLER (AND/OR ITS AFFILIATES) HAVE NOT MADE AND DO NOT
HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSETS, THEIR CONDITION,