WHETHER OR NOT THE LIABILITIES, LOSSES,
COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM
THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT
LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY.
BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS
NEGLIGENCE RULE AND IS CONSPICUOUS.
ARTICLE VIII
MISCELLANEOUS
8.1
WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS
AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH
SUCH PARTY
22
SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF VALERO PORT ARTHUR OR ITS ASSETS,
INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS OF
VALERO PORT ARTHUR GENERALLY, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR
OTHER MATTERS ON THE ASSETS OF VALERO PORT ARTHUR, (B) THE INCOME TO BE DERIVED
FROM VALERO PORT ARTHUR OR ITS ASSETS, (C) THE SUITABILITY OF THE ASSETS OF
VALERO PORT ARTHUR FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OF VALERO PORT ARTHUR OR ITS
OPERATION WITH ANY APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OF VALERO PORT
ARTHUR. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS
OR THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER
BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
VALERO PORT ARTHUR OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR
THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER,
CONTRIBUTION OR CONVEYANCE OF THE PORT ARTHUR INTERESTS OR THE TERMINATION OF
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 8.1 HAVE BEEN NEGOTIATED BY THE
PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO VALERO PORT ARTHUR OR ITS ASSETS THAT MAY ARISE
PURSUANT TO APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS
SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT.
8.2
Expenses. Except as expressly provided in this Agreement, or as provided
in the Ancillary Documents or the Omnibus Agreement, all costs and expenses
incurred by the Parties in connection with the consummation of the transactions
contemplated hereby shall be borne solely and entirely by the Party which has
incurred such expense. For the avoidance of doubt, the Partnership shall be
responsible for all