THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTION 4.15
AND PURCHASER'S INDEMNITY RIGHTS UNDER Section
12.2(b)(i) WITH
RESPECT TO BREACHES OF SECTION 4.15, SELLER DOES NOT MAKE, SELLER EXPRESSLY
DISCLAIMS, AND PURCHASER WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN OR ON
THE ASSETS IN QUANTITIES TYPICAL FOR PIPELINE OPERATIONS IN THE AREAS WHERE THE
ASSETS ARE LOCATED. AS OF CLOSING, PURCHASER SHALL HAVE INSPECTED, OR WAIVED
(AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED), ITS RIGHT TO INSPECT THE
ASSETS FOR ALL PURPOSES, AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, WITH RESPECT TO CONDITIONS
SPECIFICALLY RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS
SUBSTANCES, SOLID WASTES, ASBESTOS AND NORM. PURCHASER IS RELYING SOLELY UPON
THE TERMS OF THIS AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS. AS OF CLOSING,
PURCHASER HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE ASSETS AND THE
RECORDS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE
TRANSACTION.
Section 6.3
Changes in Prices. PURCHASER ACKNOWLEDGES THAT IT SHALL
ASSUME ALL RISK OF LOSS WITH RESPECT TO: (A) CHANGES IN COMMODITY OR PRODUCT
PRICES AND ANY OTHER MARKET FACTORS OR CONDITIONS FROM AND AFTER THE EFFECTIVE
TIME; AND (B) DEPRECIATION OF ANY ASSETS THROUGH ORDINARY WEAR AND TEAR.
38
Section 6.4
Limited Duties. ANY AND ALL DUTIES AND OBLIGATIONS WHICH
EITHER PARTY MAY HAVE TO THE OTHER PARTY WITH RESPECT TO OR IN CONNECTION WITH
THE COMPANY SECURITIES, THE ASSETS, THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY ARE LIMITED TO THOSE IN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS. THE PARTIES DO NOT INTEND (A) THAT THE DUTIES OR
OBLIGATIONS OF EITHER PARTY, OR THE RIGHTS OF EITHER PARTY, SHALL BE EXPANDED
BEYOND THE TERMS OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ON THE
BASIS OF ANY LEGAL OR EQUITABLE PRINCIPLE OR ON ANY OTHER BASIS WHATSOEVER OR
(B) THAT EXCEPT WITH RESPECT TO FRAUD, ANY EQUITABLE OR LEGAL PRINCIPLE OR ANY
IMPLIED OBLIGATION OF GOOD FAITH OR FAIR DEALING OR ANY OTHER MATTER REQUIRES
EITHER PARTY TO INCUR, SUFFER, OR PERFORM ANY ACT, CONDITION, OR OBLIGATION
CONTRARY TO THE TERMS OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, AND
THAT THEY DO NOT INTEND TO INCREASE ANY OF THE OBLIGATIONS OF ANY PARTY UNDER
THIS AGREEMENT ON THE BASIS OF ANY IMPLIED OBLIGATION OR OTHERWISE.
Section 6.5
Class B Purchase Price. UPON PAYMENT OF THE CLASS B
PURCHASE PRICE TO FRONTIER, SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY, FULLY
AND FOREVER, WAIVES, RELEASES AND DISCHARGES PURCHASER GROUP FROM ANY AND ALL
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTIONS, OBLIGATIONS, JUDGMENTS, RIGHTS,
FEES, DAMAGES, DEBTS, LIABILITIES AND EXPENSES (INCLUSIVE OF ATTORNEYS' FEES) OF
ANY KIND WHATSOEVER RELATED TO THE CALCULATION OF THE CLASS B PURCHASE PRICE OR
THE AMOUNT OF CONSIDERATION PAYABLE FOR THE CLASS B SECURITIES; EXCLUDING,
HOWEVER, ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF