Knowledge, Purchaser is, or will be
prior to the Closing, qualified to obtain any Facilities Permits necessary for
the ownership and operation by Purchaser of the Assets as of the Closing in
substantially the same manner as the Assets are currently operated.
5.9 "AS IS" SALE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, PURCHASER
UNDERSTANDS AND AGREES THAT THE ASSETS ARE BEING ACQUIRED "AS IS, WHERE IS" ON
THE CLOSING DATE, AND IN THEIR
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CONDITION ON THE CLOSING DATE, AND THAT PURCHASER IS RELYING ON ITS OWN
EXAMINATION OF THE ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
AGREEMENT, PURCHASER UNDERSTANDS AND AGREES THAT SELLER EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES AS TO LIABILITIES, OPERATIONS OF THE ASSETS,
TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OR THE PROSPECTS (FINANCIAL OR
OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS AND ANY REPRESENTATION OR
WARRANTY OF MERCHANTABILITY, USAGE, 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.
PURCHASER FURTHER AGREES THAT NO INFORMATION OR MATERIAL PROVIDED BY OR
COMMUNICATION MADE BY SELLER OR ANY REPRESENTATIVE OF SELLER WILL CAUSE OR
CREATE ANY REPRESENTATION OR WARRANTY DISCLAIMED BY THE FOREGOING EXCEPT AS
DISCLOSED IN THIS AGREEMENT OR IN A SCHEDULE ATTACHED HERETO.
ARTICLE 6
COVENANTS OF EACH PARTY
6.1 Efforts to Close.
(a) Commercially Reasonable Efforts. Subject to the terms and conditions herein
provided, each of the Parties hereto agrees to use its Commercially Reasonable
Efforts to consummate and make effective, as soon as reasonably practicable, the
transactions contemplated hereby, including the satisfaction of all conditions
thereto set forth herein. Such actions shall include, without limitation,
exerting their Commercially Reasonable Efforts to (i) obtain the consents,
authorizations and approvals of all private parties and any Governmental
Authority whose consent is reasonably necessary to effectuate the transactions
contemplated hereby, (ii) effect all other necessary registrations and filings,
including, without limitation, filings under applicable laws, including the HSR
Act and all other necessary filings with the CPUC, ACC, FERC (including
applications to transfer the Facilities Switchyard), and any other Governmental
Authority, and in the case of Purchaser, negotiate the extension or renewal
referenced in Section 8.14 and the amendment referenced in Section 8.15. Each
Party will provide the other with copies of all written communications from
Governmental Authorities relating to the approval or disapproval of the
transactions contemplated by the Agreement and the Ancillary Agreements.
(b) Expenses. Whether or not the transactions contemplated hereby are
consummated, except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such expenses.
Notwithstanding the foregoing:
(i) Costs associated with preliminary title reports and title policies shall be
borne by Seller up to the costs that would have been incurred had the title