WHERE IS," AND SELLER EXPRESSLY
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE FACILITIES, TITLE, CONDITION,
VALUE OR QUALITY OF THE ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS
AND OTHER INCIDENTS OF THE ASSETS OR THE COMPANY INCLUDING, WITHOUT LIMITATION,
WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF THE FACILITIES OR
THE ABILITY OF THE COMPANY TO SELL FROM THE FACILITIES ELECTRIC ENERGY, CAPACITY
OR OTHER PRODUCTS RECOGNIZED BY ISO NEW ENGLAND FROM TIME TO TIME, AND SELLER
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE,
OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS,
OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL
REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS, OR ANY PART THEREOF,
INCLUDING, WITHOUT LIMITATION, WHETHER THE COMPANY POSSESSES SUFFICIENT REAL
PROPERTY OR PERSONAL PROPERTY TO OPERATE THE FACILITIES, IN EACH CASE EXCEPT AS
SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER FURTHER
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF
HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER
ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS
EXPRESSLY
PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF
ANY KIND REGARDING THE CONDITION OF THE ASSETS OR THE SUITABILITY OF THE
FACILITIES FOR OPERATION AS POWER PLANTS OR AS SITES FOR THE DEVELOPMENT OF
ADDITIONAL OR REPLACEMENT GENERATION CAPACITY AND NO MATERIAL OR INFORMATION
PROVIDED BY OR COMMUNICATIONS MADE BY SELLER, OR BY ANY BROKER OR INVESTMENT
BANKER, INCLUDING WITHOUT LIMITATION ANY INFORMATION OR MATERIAL CONTAINED IN
THE DESCRIPTIVE MEMORANDUM DATED AS OF FEBRUARY, 2006, AS SUPPLEMENTED,
INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING BUT NOT LIMITED TO
INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO
ANY INFORMATION REQUEST PROVIDED TO BUYER, WILL CAUSE OR CREATE ANY WARRANTY,
EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS
THAT IS NOT SET FORTH HEREIN. NOTHING IN THIS DISCLAIMER OR THIS AGREEMENT SHALL
BE DEEMED TO AFFECT THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER ANY
ANCILLARY AGREEMENT FOR A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT
CONTAINED IN SUCH ANCILLARY AGREEMENT.
4.
Representations And Warranties Of Buyer
Buyer represents and warrants to Seller that the statements contained in this
Section 4 are true and correct as of the Effective Date and will be true and
correct as of the Closing Date.
4.1
Organization of Buyer.
Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
Copies of the
organizational documents and bylaws of Buyer, each as amended to date, have been
heretofore delivered to Seller and are accurate and complete.
4.2
Authorization of Transaction.
Buyer has the power and authority (including full
corporate power and authority) to execute and deliver this Agreement and the