OTHER RELEASE FROM, IN, ON, BENEATH, OR AFFECTING THE PACIFICORP
ACQUIRED ASSETS THAT COULD FORM A BASIS FOR AN ENVIRONMENTAL CLAIM, AND (2)
IDAHO POWER HAS NOT RECEIVED WRITTEN NOTICE OF ANY ENVIRONMENTAL CLAIMS RELATED
TO THE PACIFICORP ACQUIRED ASSETS THAT HAVE NOT BEEN FULLY AND FINALLY RESOLVED
AND, TO IDAHO POWER'S KNOWLEDGE, NO SUCH ENVIRONMENTAL CLAIMS ARE PENDING OR
THREATENED AGAINST IDAHO POWER.
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EXECUTION COPY
(IV)
EXCEPT AS SET FORTH ON SCHEDULE 3.1(H)(IV), TO IDAHO POWER'S
KNOWLEDGE THERE ARE AND HAVE BEEN NO UNDERGROUND STORAGE TANKS, AND THERE ARE NO
ASBESTOS-CONTAINING BUILDING MATERIALS OR POLY-CHLORINATED BIPHENYLS OWNED,
LEASED, USED, OPERATED OR MAINTAINED BY IDAHO POWER OR, TO IDAHO POWER'S
KNOWLEDGE, OTHERWISE LOCATED ON ANY OF THE PACIFICORP ACQUIRED ASSETS.
(V)
EXCEPT AS SET FORTH ON SCHEDULE 3.1(H)(V), WITH RESPECT TO THE
PACIFICORP ACQUIRED ASSETS, TO IDAHO POWER'S KNOWLEDGE WITHIN THE LAST FIVE (5)
YEARS AND AT ANY PRIOR TIME, IDAHO POWER HAS NOT ASSUMED OR RETAINED, BY
CONTRACT OR, TO IDAHO POWER'S KNOWLEDGE, BY OPERATION OF LAW, ANY OBLIGATION
UNDER ANY ENVIRONMENTAL LAW OR CONCERNING ANY HAZARDOUS MATERIALS WITH RESPECT
TO THE PACIFICORP ACQUIRED ASSETS.
(VI)
SCHEDULE 3.1(H)(VI) LISTS ALL OF THE MATERIAL ENVIRONMENTAL
REPORTS RELATING TO THE PACIFICORP ACQUIRED ASSETS THAT ARE IN THE POSSESSION OR
REASONABLE CONTROL OF IDAHO POWER, COPIES OF WHICH HAVE BEEN MADE AVAILABLE TO
PACIFICORP.
(I)
[INTENTIONALLY OMITTED.]
(J)
NO BROKER, FINDER, OR OTHER PERSON IS ENTITLED TO ANY BROKERAGE
FEES, COMMISSIONS, OR FINDER'S FEES FOR WHICH PACIFICORP COULD BECOME LIABLE OR
OBLIGATED IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS BY REASON OF ANY
ACTION TAKEN BY IDAHO POWER OR ITS AFFILIATES.
(K)
EXCEPT AS SET FORTH IN SCHEDULE 3.1(K), IDAHO POWER DOES NOT OWN,
OR DIRECTLY LICENSE FROM A THIRD PARTY, ANY INTELLECTUAL PROPERTY USED IN OR
NECESSARY FOR THE OWNERSHIP, USE AND OPERATION OF THE PACIFICORP ACQUIRED ASSETS
(AS THESE FACILITIES ARE REASONABLY EXPECTED TO BE OPERATED IN ACCORDANCE WITH
THE PROVISIONS OF THE HEMINGWAY JOINT OWNERSHIP AND OPERATING AGREEMENT ON THE
DATE THE FACILITIES ENTER COMMERCIAL OPERATION) IN ACCORDANCE WITH GOOD UTILITY
PRACTICE AND GOVERNMENTAL REQUIREMENTS THAT IS NOT PART OF THE PACIFICORP
ACQUIRED ASSETS.
(L)
MATERIAL CONTRACTS.
SCHEDULE 3.1(L) SETS FORTH A TRUE,
ACCURATE AND COMPLETE LIST OF EACH OF THE MATERIAL CONTRACTS AND OTHER
AGREEMENTS TO WHICH IDAHO POWER OR ANY OF ITS AFFILIATES IS A PARTY AND WHICH
PROVIDES FOR THE DESIGN, ENGINEERING, PROCUREMENT, CONSTRUCTION, INSTALLATION
AND/OR COMMISSIONING OF THE HEMINGWAY SUBSTATION FACILITIES (THE "HEMINGWAY
SUBSTATION FACILITIES CONTRACTS").
EXCEPT AS SET FORTH ON SCHEDULE 3.1(L), TO
IDAHO POWER'S KNOWLEDGE, EACH OF THE HEMINGWAY SUBSTATION FACILITIES CONTRACTS
IS IN FULL FORCE AND EFFECT, AND IS VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS.
3.2
REPRESENTATIONS AND WARRANTIES OF PACIFICORP.
AS AN INDUCEMENT
TO IDAHO POWER TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY, PACIFICORP REPRESENTS AND WARRANTIES TO IDAHO POWER AS
FOLLOWS:
(A)
IT IS DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF OREGON.
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