OR NATURE, EXPRESS OR
IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE PROJECTS, TITLE, CONDITION, VALUE
OR QUALITY OF THE ASSETS OF THE COMPANY ENTITIES OR THE PROSPECTS (FINANCIAL AND
OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE COMPANY ENTITIES, AND
SELLERS AND THEIR AFFILIATES DISCLAIM ANY REPRESENTATION OR WARRANTY OF
MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
WITH RESPECT TO THE ASSETS OF THE COMPANY ENTITIES, OR ANY PART THEREOF, OR AS
TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER
LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE
CONDITION OF THE ASSETS OF THE COMPANY ENTITIES, OR ANY PART THEREOF, INCLUDING
WHETHER THE COMPANY ENTITIES POSSESS SUFFICIENT REAL PROPERTY OR PERSONAL
PROPERTY TO OPERATE THE PROJECT, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH
HEREIN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, SELLERS AND THEIR AFFILIATES EXPRESSLY DISCLAIM ANY
REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OF
THE COMPANY ENTITIES OR THE SUITABILITY OF THE PROJECTS FOR OPERATION OR AS
SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY FOR
ANY PURPOSE, AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE
BY OR ON BEHALF OF SELLERS OR THEIR AFFILIATES OR BY ANY REPRESENTATIVE, AGENT,
ATTORNEY, ADVISOR, CONSULTANT, ACCOUNTANT, BROKER OR INVESTMENT
BANKER, INCLUDING ANY INFORMATION OR MATERIAL CONTAINED IN THE DESCRIPTIVE
MEMORANDUM OR MANAGEMENT PRESENTATION RECEIVED BY BUYERS, THEIR AFFILIATES OR
THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY SUPPLEMENTS), INFORMATION
PROVIDED DURING DUE DILIGENCE, INCLUDING INFORMATION IN THE ELECTRONIC DATA
ROOM, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST
PROVIDED TO BUYERS, THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, WILL
CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION,
VALUE OR QUALITY OF THE COMPANY INTERESTS AND THE ASSETS OF THE COMPANY ENTITIES
THAT IS NOT SET FORTH HEREIN.
NOTHING IN THIS SECTION 9.4(a) IS INTENDED TO
QUALIFY, LIMIT OR OTHERWISE AFFECT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR
OTHER AGREEMENTS CONTAINED IN THE TGOC CONTRACTS.
58
(b)
Except for the obligations of Sellers under
this Agreement, for and in consideration of the Company Interests, effective as
of the Closing, Buyers shall and shall cause their Affiliates (including the
Company Entities) to absolutely and unconditionally release, acquit and forever
discharge Sellers and their respective Affiliates, each of Sellers' and such
Affiliates' present and former officers, directors, managers, employees, agents,
partners, members, equity holders and control persons, and each of the
respective heirs, executors, administrators, successors and assigns of any of
the foregoing, from any and all costs, expenses, damages, debts, or any other
obligations, liabilities and claims whatsoever, whether known or unknown, both
in law and in equity, in each case to the extent arising out of or resulting
from the ownership and/or operation of the Company Entities, or the assets,
business, operations, conduct, services, products and/or employees (including
former employees) of any of the Company Entities (and any