bring any Claims whatsoever against
Purchaser with respect to those representations and warranties, or any other
indemnities relating thereto.
6.4
NO CONSEQUENTIAL DAMAGES
Neither Party will, in any circumstances whatsoever, be liable under this
Agreement to the other Party for indirect, incidental, consequential, exemplary
or punitive damages, suffered, sustained, paid, incurred or claimed by the other
Party or the other Party's Related Parties; provided that the foregoing does not
restrict Purchaser after Closing from recovering damages (other than the
foregoing kinds of damages) from Vendor for Losses suffered by the Corporation
or any one or more of the Subsidiaries.
However, nothing in this Agreement
shall in any way limit the right of any Indemnified Person to be indemnified
pursuant to Article 10 for any and all indirect, incidental, consequential,
exemplary or punitive damages of every nature and kind whatsoever, including
loss of profits and revenues, that are part of any Claim by a Person other than
a Party to this Agreement or a Related Party.
6.5
NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF VENDOR
Purchaser acknowledges to, and agrees with, Vendor as follows:
(A)
VENDOR MAKES NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR
AGREEMENTS TO OR WITH PURCHASER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
AND THIS AGREEMENT CONTAINS ALL THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF VENDOR RELATING TO THE PURCHASE, INCLUDING WITH RESPECT TO THE
CORPORATION, THE SUBSIDIARIES, THE ASSETS AND THE BUSINESS.
NO ORAL STATEMENTS
OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED) BY ANY PERSON (INCLUDING ANY
INFORMATION CONTAINED IN THE INFORMATION MEMORANDUM) HAVE INDUCED OR INFLUENCED
PURCHASER TO ENTER INTO THIS AGREEMENT OR TO AGREE TO ANY OF ITS TERMS, OR HAVE
BEEN RELIED ON IN ANY WAY BY PURCHASER AS BEING ACCURATE OR HAVE BEEN TAKEN INTO
ACCOUNT BY PURCHASER AS BEING IMPORTANT TO PURCHASER'S DECISION TO ENTER INTO
THIS AGREEMENT OR AGREE TO ANY OF ITS TERMS;
(B)
EXCEPT AS SET FORTH IN ARTICLE 4 AND ARTICLE 9 OF THIS AGREEMENT,
NEITHER VENDOR, THE CORPORATION NOR ANY SUBSIDIARY NOR ANYONE ACTING ON ANY OF
THEIR BEHALVES (INCLUDING ANY OF THEIR RELATED PARTIES) HAVE MADE ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT WHATSOEVER, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE CORPORATION OR ANY OF THE SUBSIDIARIES, OR THEIR
RESPECTIVE ASSETS, LIABILITIES OR BUSINESS ACTIVITIES.
WITHOUT LIMITING THE
FOREGOING PROVISIONS OF THIS SECTION 6.5(B), NO REPRESENTATION, WARRANTY,
COVENANT OR AGREEMENT HAS BEEN MADE BY VENDOR, THE CORPORATION, ANY SUBSIDIARY
OR ANY OTHER SUCH PERSON IN RELATION TO:
(I)
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED
IN ARTICLE 4, ANY DATA OR INFORMATION PROVIDED OR MADE AVAILABLE TO PURCHASER BY
VENDOR'S INVESTMENT BANKERS, ON PLANT OR SITE VISITS, IN MANAGEMENT
PRESENTATIONS, IN MEETINGS WITH VENDOR'S MANAGEMENT OR EMPLOYEES OR OTHERWISE;
(II)
THE VALUE OF THE ASSETS OR THE FUTURE CASH FLOW THEREFROM;
(III)
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 4, THE ENVIRONMENTAL
CONDITION OF ANY ASSET OR ANY ENVIRONMENTAL LIABILITY;
(IV)
ANY ENGINEERING OR GEOLOGICAL INFORMATION OR INTERPRETATIONS
THEREOF OR ANY ECONOMIC EVALUATIONS;
(V)
EXCEPT AS EXPRESSLY