ON THE REPRESENTATIONS AND WARRANTIES OF THE
OTHER PARTY SET FORTH IN THIS AGREEMENT.
IN FURTHERANCE OF THE FOREGOING,
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, EACH
PARTY ACKNOWLEDGES AND AGREES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS
AFFILIATES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO IT OR
ANY OF ITS AFFILIATES OR REPRESENTATIVES FOR, AND EACH PARTY HEREBY DISCLAIMS
ALL LIABILITY AND RESPONSIBILITY FOR, ANY REPRESENTATION, WARRANTY, PROJECTION,
FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR
IN WRITING) TO THE OTHER PARTY OR ANY OF THE OTHER PARTY'S AFFILIATES OR
REPRESENTATIVES.
EACH PARTY HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES
EXPRESSLY SET FORTH IN ARTICLE III, THE PACIFICORP ACQUIRED ASSETS AND IDAHO
POWER ACQUIRED ASSETS ARE BEING PURCHASED ON AN "AS IS, WHERE IS" BASIS.
(f)
Notwithstanding anything in this Section 6.3 to the contrary, except
as otherwise may be ordered by a court of competent jurisdiction, the
Indemnified Party shall bear its own costs, including counsel fees and expenses,
incurred in connection with Claims against the Indemnifying Party hereunder that
are not based upon Claims asserted by third parties.
6.4
EXCLUSIVE REMEDIES.
IDAHO POWER AND PACIFICORP ACKNOWLEDGE AND
AGREE THAT, FROM AND AFTER THE CLOSING, THE SOLE AND EXCLUSIVE REMEDY FOR ANY
BREACH OR INACCURACY, OR ALLEGED BREACH OR INACCURACY, OF ANY REPRESENTATION OR
WARRANTY IN THIS AGREEMENT OR ANY COVENANT OR AGREEMENT TO BE PERFORMED
HEREUNDER ON OR PRIOR TO THE CLOSING DATE OR IN RESPECT OF THE OTHER
CIRCUMSTANCES IDENTIFIED IN SECTION 6.2(A)(III), 6.2(A)(IV), 6.2(B)(III) AND
6.2(B)(IV), WILL BE INDEMNIFICATION IN ACCORDANCE WITH THIS ARTICLE VI.
IN
FURTHERANCE OF THE FOREGOING, EXCEPT TO THE EXTENT PROVIDED UNDER THIS ARTICLE
VI, IDAHO POWER AND PACIFICORP HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE GOVERNMENTAL REQUIREMENTS, ANY AND ALL OTHER RIGHTS, CLAIMS, AND
CAUSES OF ACTION (INCLUDING RIGHTS OF CONTRIBUTIONS, IF ANY) AGAINST THE OTHER
PARTY THAT MAY BE BASED UPON, ARISE OUT OF, OR RELATE TO THIS AGREEMENT, OR THE
NEGOTIATION, EXECUTION, OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY TORT OR
BREACH OF CONTRACT CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF, OR
RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS
AGREEMENT OR AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT), KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN, WHICH EXIST OR MAY ARISE IN THE FUTURE, THAT IT MAY HAVE
AGAINST THE OTHER ARISING UNDER OR BASED UPON ANY GOVERNMENTAL REQUIREMENT
(INCLUDING ANY SUCH GOVERNMENTAL REQUIREMENT UNDER OR RELATING TO ENVIRONMENTAL
MATTERS), COMMON LAW, OR OTHERWISE.
6.5
NOTICE AND PARTICIPATION.
(A)
IF A PARTY (AN "INDEMNIFIED PARTY") INTENDS TO SEEK
INDEMNIFICATION UNDER THIS ARTICLE VI WITH RESPECT TO ANY CLAIMS FOR LOSSES, IT
SHALL GIVE THE OTHER PARTY (THE "INDEMNIFYING PARTY") PROMPT WRITTEN NOTICE OF
SUCH CLAIMS UPON THE RECEIPT OF ACTUAL KNOWLEDGE OR INFORMATION BY THE
INDEMNIFIED PARTY OF ANY POSSIBLE CLAIMS OR OF THE
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EXECUTION COPY
COMMENCEMENT OF SUCH CLAIMS.
THE INDEMNIFYING PARTY SHALL HAVE