OR FOR SALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF. BUYER HAS NO AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO
SELL, TRANSFER, OR PLEDGE THE KLAMATH NORTHERN STOCK TO SUCH PERSON OR TO ANY
OTHER PERSON, AND NO PRESENT INTENTION OR PLAN TO ENTER INTO ANY SUCH AGREEMENT
OR ARRANGEMENT.
6.3
"AS IS" TRANSACTION. AS A MATERIAL INDUCEMENT TO SELLER TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THIS TRANSACTION, BUYER HEREBY
ACKNOWLEDGES AND AGREES AS FOLLOWS:
6.3.1
BUYER HAS CONDUCTED ALL INVESTIGATIONS, INSPECTIONS, STUDIES,
TESTS, AND ANALYSES IT DESIRED TO CONDUCT WITH RESPECT TO KLAMATH NORTHERN, THE
BUSINESS, KLAMATH NORTHERN'S ASSETS AND LIABILITIES, AND THE EQUIPMENT LEASES
AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED SUFFICIENT ACCESS TO KLAMATH
NORTHERN'S ASSETS, INCLUDING ITS BOOKS AND RECORDS, FOR SUCH PURPOSE. IN
ENTERING INTO THIS AGREEMENT, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION
AND IS ASSUMING THE RISK THAT ADVERSE PHYSICAL, ECONOMIC, OR OTHER CONDITIONS OR
CIRCUMSTANCES MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION.
6.3.2
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, NEITHER SELLER NOR
ANY OF ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO KLAMATH
NORTHERN, THE KLAMATH NORTHERN STOCK, THE BUSINESS, KLAMATH NORTHERN'S ASSETS OR
LIABILITIES, OR THE EQUIPMENT LEASES. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, SELLER HEREBY EXPRESSLY
DISCLAIMS ANY WARRANTY WHATSOEVER, WHETHER STATUTORY OR OTHERWISE AND WHETHER
EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS
TO ANY OF KLAMATH NORTHERN'S ASSETS (OR ANY PORTION THEREOF).
6.3.3
ON CLOSING, BUYER WILL ACCEPT THE KLAMATH NORTHERN STOCK, INCLUDING
KLAMATH NORTHERN'S ASSETS, AND THE EQUIPMENT LEASES "AS IS," "WHERE IS," AND
"WITH ALL FAULTS."
6.3.4
NOTHING IN THIS SECTION 6.3 SHALL BE CONSTRUED TO LIMIT BUYER'S
RIGHT TO TERMINATE THIS TRANSACTION AS PROVIDED IN THIS AGREEMENT UPON A FAILURE
OF ANY OF THE CONDITIONS SET FORTH IN SECTION 4.2.
6.4
NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES. THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTIONS 6.1 AND 6.2 SHALL NOT SURVIVE THE CLOSING
OR BEYOND THE CLOSING DATE.
10
7.
ADDITIONAL COVENANTS.
7.1
RETENTION OF AND ACCESS TO BOOKS AND RECORDS.
7.1.1
BUYER AGREES TO RETAIN ALL BOOKS AND RECORDS OF OR RELATING TO
KLAMATH NORTHERN FOR A PERIOD OF SEVEN (7) YEARS AFTER THE CLOSING DATE.
BUYER
SHALL PERMIT SELLER (OR ITS SUCCESSORS) AND ITS REPRESENTATIVES TO INSPECT AND
COPY, AT SELLER'S (OR SUCH SUCCESSOR'S) SOLE EXPENSE, ANY SUCH BOOKS AND RECORDS
AT ANY TIME DURING NORMAL BUSINESS HOURS, UPON REASONABLE ADVANCE NOTICE.
7.1.2
AFTER THE SEVEN-YEAR PERIOD REFERRED TO IN SECTION 9.1.1, BUYER
SHALL PROVIDE NOT LESS THAN THIRTY (30) NOR MORE THAN SIXTY (60) DAYS NOTICE TO
SELLER (OR ITS SUCCESSORS, IF PREVIOUSLY IDENTIFIED BY NOTICE TO BUYER) PRIOR TO
ANY PROPOSED DESTRUCTION OR DISPOSITION OF ANY OF THE BOOKS AND RECORDS OF OR
RELATING TO KLAMATH NORTHERN. ANY SUCH NOTICE SHALL IDENTIFY WITH REASONABLE
SPECIFICITY THE BOOKS AND RECORDS