[_________]
32
PROJECT OR THE VALIDITY OR ENFORCEABILITY OF THE CONTRACT OR PERMIT RIGHTS
RELATED TO THE GROUP OF PURCHASED UI ASSETS ASSIGNED BY SELLER TO BUYER PURSUANT
TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT, OR WHETHER OR NOT ANY OF SUCH
CONTRACTS OR PERMITS CAN BE TRANSFERRED TO BUYER AND WHETHER SELLER HAS THE
RIGHTS TO TRANSFER OR TO MAKE OTHER ARRANGEMENTS CONCERNING ALL OR ANY PORTION
OF SUCH RIGHTS TO BUYER.
NO MATERIAL OR INFORMATION PROVIDED BY OR
COMMUNICATION (ORAL, WRITTEN OR ELECTRONIC) MADE BY SELLER, AND NO ORAL, WRITTEN
OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED BY SELLER TO BUYER,
WILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE CONDITION, VALUE OR QUALITY OF THE GROUP OF PURCHASED UI ASSETS THAT IS NOT
EXPRESSLY SET FORTH IN THE DEFINITIVE AGREEMENT.
BUYER ACKNOWLEDGES AND AGREES THAT THE GROUP OF PURCHASED UI ASSETS IS BEING
ACQUIRED "AS IS, WHERE IS" AS OF THE CLOSING DATE, AND IN ITS CONDITION AS OF
THE CLOSING DATE, AND THAT PRIOR TO THE EXECUTION AND DELIVERY OF THIS BILL OF
SALE, AND PRIOR TO THE CLOSING, BUYER HAS CONDUCTED TO ITS SATISFACTION ALL
NECESSARY AND SUFFICIENT EXAMINATION OF THE GROUP OF PURCHASED UI ASSETS, AND
THAT BUYER IS RELYING ON ITS OWN EXAMINATION OF THE GROUP OF PURCHASED UI
ASSETS, AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES
OF SELLER REGARDING THE GROUP OF PURCHASED UI ASSETS SET FORTH IN THE DEFINITIVE
AGREEMENT SHALL TERMINATE AS OF THE CLOSING DATE, AND THAT FOLLOWING THE CLOSING
DATE, BUYER SHALL HAVE NO RECOURSE AGAINST SELLER OR ANY OF ITS AFFILIATES WITH
RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES AND/OR OTHERWISE
WITH RESPECT TO THE GROUP OF PURCHASED UI ASSETS.
2.
Reserved Rights.
Nothing in this Bill of Sale and/or in any other Transaction
Document shall transfer or convey, in whole or in part, any rights in the Group
of Purchased UI Assets beyond those expressly granted in this Bill of Sale, the
Assignment and Assumption Agreement, and/or the License Agreement.
Without
limiting the generality of the foregoing, and without limiting Seller's
reservation and retention of rights and property in any of the other Transaction
Documents:
(a)
Rights.
Seller hereby reserves such interests, entitlements and/or such other
tangible and/or intangible rights in, to and/or associated with, and/or arising
out of, the Group of Purchased UI Assets (as the same may be replaced, improved
and/or altered from time to time) to the extent not integral, necessary and
required for the transmission and distribution of electric energy (collectively,
"Reserved Rights"); provided that Buyer has not already exercised any such
rights (or similar rights) with respect to the same location or use proposed by
Seller, where the prior and actual use of such rights by Buyer prevents Seller
from exercising the same or similar rights.
Nothing in this Bill of Sale and/or
in any other Transaction Document shall