COMPANY SHALL HAVE NO LIABILITY
FOR ANY OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR FOR ANY DAMAGES BASED ON,
IN RESPECT OF OR BY REASON OF THIS AGREEMENT OR SELLER'S OBLIGATIONS HEREUNDER
OR ANY BREACH THEREOF.
PURCHASER, FOR ITSELF AND ITS AFFILIATES (INCLUDING,
POST-CLOSING, THE COMPANY), HEREBY WAIVES, REMISES AND RELEASES EACH DIRECTOR,
OFFICER, EMPLOYEE, REPRESENTATIVE AND AFFILIATE OF SELLER AND THE COMPANY FROM
ALL SUCH OBLIGATIONS AND DAMAGES.
13.18
THIRD PARTIES.
EXCEPT AS SPECIFICALLY SET FORTH OR REFERRED TO
HEREIN, NOTHING HEREIN EXPRESSED OR IMPLIED IS INTENDED OR SHALL BE CONSTRUED TO
CONFER UPON OR GIVE TO ANY PERSON OR ENTITY OTHER THAN THE PARTIES HERETO AND
THEIR SUCCESSORS OR ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS
AGREEMENT.
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13.19
MUTUAL AGREEMENT.
THIS AGREEMENT EMBODIES THE ARM'S LENGTH NEGOTIATION
AND MUTUAL AGREEMENT BETWEEN THE PARTIES HERETO AND SHALL NOT BE CONSTRUED
AGAINST ANY PARTY AS HAVING BEEN DRAFTED BY IT.
13.20
SEVERABILITY.
IF IN ANY JURISDICTION, ANY PROVISION OF THIS AGREEMENT
OR ITS APPLICATION TO ANY PARTY OR CIRCUMSTANCE IS RESTRICTED, PROHIBITED OR
UNENFORCEABLE, SUCH PROVISION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
ONLY TO THE EXTENT OF SUCH RESTRICTION, PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF AND WITHOUT AFFECTING THE VALIDITY
OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION OR ITS APPLICATION
TO THE OTHER PARTY OR ANY OTHER CIRCUMSTANCES.
IN ADDITION, IF ANY ONE OR MORE
OF THE PROVISIONS CONTAINED IN THIS AGREEMENT SHALL FOR ANY REASON IN ANY
JURISDICTION BE HELD TO BE EXCESSIVELY BROAD AS TO TIME, DURATION, GEOGRAPHICAL
SCOPE, ACTIVITY OR SUBJECT, IT SHALL BE CONSTRUED, BY LIMITING AND REDUCING IT,
SO AS TO BE ENFORCEABLE TO THE EXTENT COMPATIBLE WITH THE APPLICABLE LAW OF SUCH
JURISDICTION AS IT SHALL THEN APPEAR.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, each by its
duly authorized officer, all as of the day and year first above written.
ALLIANCE ENERGY RENEWABLES, LLC
By:
Samuel G. Nappi, Chairman and
President of Alliance Energy, Inc.,
the Sole and Managing Member of
Alliance Energy Renewables, LLC
MIRANT NEW YORK, INC.
By:
Jeffrey R. Perry, President
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SCHEDULES
ALL CAPITALIZED TERMS USED IN THESE DISCLOSURE SCHEDULES HAVE THE MEANINGS SET
FORTH IN THE MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (THE "AGREEMENT").
THE DISCLOSURES MADE IN THESE DISCLOSURE SCHEDULES RELATE TO ANY AND ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT.
SCHEDULE
REFERENCES IN THESE DISCLOSURE SCHEDULES ARE FOR CONVENIENCE ONLY, AND THE
DISCLOSURE OF ANY FACT OR ITEM IN ANY DISCLOSURE SCHEDULE REFERENCED BY A
PARTICULAR SECTION OF THE AGREEMENT SHALL BE DEEMED TO HAVE BEEN DISCLOSED WITH
RESPECT TO EVERY OTHER SECTION OF THE AGREEMENT.
MATTERS REFLECTED IN THESE DISCLOSURE SCHEDULES ARE NOT NECESSARILY LIMITED TO
MATTERS REQUIRED BY THE AGREEMENT TO BE REFLECTED IN THE DISCLOSURE SCHEDULES.
SUCH ADDITIONAL MATTERS ARE SET FORTH FOR INFORMATIONAL PURPOSES AND DO NOT
NECESSARILY INCLUDE OTHER