in a
violation of Good Utility Practices.
Such notice shall include reasonable
detail regarding the alleged consequence and a certification to the effect that
UI currently prohibits such installations and/or uses in connection with its
other transmission facilities (or indicating the conditions under which UI
permits the same).
Section 1.3 - Disclaimer.
UI ACKNOWLEDGES AND AGREES THAT CL&P IS LICENSING THE
LICENSED PREMISES "AS IS, WHERE IS" AS OF THE DATE HEREOF,
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AND IN ITS CONDITION AS OF THE DATE HEREOF, AND THAT PRIOR TO THE EXECUTION OF
THIS AGREEMENT, UI HAS CONDUCTED TO ITS SATISFACTION ALL NECESSARY AND
SUFFICIENT EXAMINATION OF THE LICENSED PREMISES, AND THAT UI IS RELYING ON ITS
OWN EXAMINATION OF THE LICENSED PREMISES, AND IS NOT RELYING ON ANY
REPRESENTATION OR WARRANTY MADE BY CL&P.
CL&P EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED
(INCLUDING ANY WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE) AS TO THE LICENSED PREMISES, INCLUDING WHETHER THE
GRANTING OF THE LICENSE HEREUNDER VIOLATES ANY INSTRUMENT, MORTGAGE, INDENTURE,
DEED OF TRUST, AGREEMENT, CONTRACT AND/OR PERMIT RELATED TO THE LICENSED
PREMISES, OR COMPLIANCE WITH ANY LAW, OR AS TO THE CONDITION OF THE LICENSED
PREMISES, OR ANY PART THEREOF, INCLUDING WHETHER CL&P POSSESSES SUFFICIENT
RIGHTS TO PERMIT THE PRESENCE AND OPERATION OF THE GROUP OF PURCHASED UI ASSETS
ON THE LICENSED PREMISES.
CL&P FURTHER SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING TITLE TO THE LICENSED PREMISES, THE ABSENCE
OF HAZARDOUS MATERIALS ON, IN AND/OR UNDER THE LICENSED PREMISES, OR LIABILITY
OR POTENTIAL LIABILITY ARISING UNDER ANY ENVIRONMENTAL LAW.
Section 1.4 - Limitation on Liability.
To the fullest extent allowable under
Law, and notwithstanding anything to the contrary in the other Transaction
Documents, if CL&P has any Liability to UI under this Agreement, CL&P's
aggregate maximum Liability to UI under this Agreement, whether founded in
contract, tort (whether due to negligence, strict liability or otherwise),
statute or regulation, or otherwise, shall at all times be limited to Ten
Thousand Dollars ($10,000.00).
This Section 1.4 shall survive termination or
expiration of this Agreement.
ARTICLE II
Term
Section 2.1 - Term.
Unless earlier terminated as a result of a Repurchase
Closing or a Put Closing, the term of this Agreement shall commence upon the
date of the Conveyance and shall expire upon the date that UI, pursuant to
Paragraph J.3(b) of the Purchase and Sale Terms, has completed the dismantling
and removal of the Group of Purchased UI Assets to be retired and the
restoration of the Licensed Premises, as determined by CL&P, in its sole and
exclusive discretion (the "Term").
ARTICLE III
Intentionally Omitted
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ARTICLE IV
Use
Section 4.1 - Use of Licensed Premises.
UI covenants and agrees that during the
Term UI shall use, and shall ensure that any Person acting for or on behalf of
UI shall use, the Licensed Premises exclusively in connection with, and solely
to the extent necessary and required for, UI's ownership and operation of the