REAL
AND PERSONAL
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PROPERTY TAXES WHICH ARISE OUT OF A CHANGE IN OWNERSHIP OF THE MEMBERSHIP
INTEREST.
(II)
AFTER THE CLOSING, PURCHASER WILL NOTIFY SELLER IN WRITING,
WITHIN FIFTEEN (15) DAYS AFTER ITS RECEIPT OF ANY CORRESPONDENCE, NOTICE OR
OTHER COMMUNICATION FROM A TAXING AUTHORITY OR ANY REPRESENTATIVE THEREOF, OF
ANY PENDING OR THREATENED TAX AUDIT, OR ANY PENDING OR THREATENED JUDICIAL OR
ADMINISTRATIVE PROCEEDING THAT INVOLVES TAXES RELATING TO THE MEMBERSHIP
INTEREST FOR THE PERIOD PRIOR TO THE CLOSING, AND WILL FURNISH SELLER WITH
COPIES OF ALL CORRESPONDENCE RECEIVED FROM ANY TAXING AUTHORITY IN CONNECTION
WITH ANY AUDIT OR INFORMATION REQUEST WITH RESPECT TO ANY SUCH TAXES RELATING TO
THE MEMBERSHIP INTEREST FOR THE PERIOD PRIOR TO THE CLOSING.
(B)
PURCHASER'S CLOSING COSTS.
PURCHASER WILL PAY: (I) ALL COSTS OF
(1) ANY TITLE POLICY AND ALL ENDORSEMENTS THERETO THAT PURCHASER ELECTS TO
OBTAIN, (2) ALL FILINGS REQUIRED UNDER THE HSR ACT, (3) PURCHASER'S DUE
DILIGENCE INSPECTIONS AND REVIEWS, AND (4) ANY PERSON (IF ANY) THAT IS ENTITLED
TO A BROKERAGE COMMISSION, FINDER'S FEE OR OTHER LIKE PAYMENT BY REASON OF
PURCHASER'S ACTIONS, AND (II) ONE-HALF (1/2) OF ANY DOCUMENT RECORDATION COSTS,
INCLUDING ANY APPLICABLE DEED TRANSFER TAX.
7.18
ACKNOWLEDGEMENT BY PURCHASER.
PRIOR TO ITS EXECUTION OF THIS
AGREEMENT, PURCHASER HAS CONDUCTED TO ITS SATISFACTION AN INDEPENDENT
INVESTIGATION AND VERIFICATION OF THE COMPANY, INCLUDING WITHOUT LIMITATION ITS
DUE DILIGENCE INSPECTIONS AND REVIEWS. IN MAKING ITS DECISION TO EXECUTE THIS
AGREEMENT, AND TO PURCHASE THE MEMBERSHIP INTEREST, PURCHASER HAS RELIED AND
WILL RELY UPON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND
VERIFICATION.
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF
THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES
OF SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
THERE ARE NO
REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS AMONG THE
PARTIES REGARDING THE MEMBERSHIP INTEREST OR ITS TRANSFER OTHER THAN THOSE SET
FORTH IN THIS AGREEMENT.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN ARTICLE IV, PURCHASER DISCLAIMS RELIANCE ON ANY
REPRESENTATIONS, WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED BY SELLER,
ITS OFFICERS, DIRECTORS, COUNSEL, REPRESENTATIVES OR AGENTS.
7.19
NO RECOURSE.
TO THE EXTENT THE TRANSFER, CONVEYANCE, ASSIGNMENT AND
DELIVERY OF THE MEMBERSHIP INTEREST TO PURCHASER AS PROVIDED IN THIS AGREEMENT
IS ACCOMPLISHED BY DEEDS, ASSIGNMENTS, SUBLICENSES, SUBLEASES, SUBCONTRACTS OR
OTHER INSTRUMENTS OF TRANSFER AND CONVEYANCE, WHETHER EXECUTED AT THE CLOSING OR
THEREAFTER, THESE INSTRUMENTS ARE MADE WITHOUT REPRESENTATION OR WARRANTY BY, OR
RECOURSE AGAINST, SELLER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
7.20
ADVICE OF CHANGES.
PRIOR TO CLOSING, EACH PARTY WILL PROMPTLY ADVISE
THE OTHER IN WRITING WITH RESPECT TO ANY MATTER ARISING AFTER EXECUTION OF THIS
AGREEMENT OF WHICH THAT PARTY OBTAINS KNOWLEDGE AND WHICH, IF EXISTING OR
OCCURRING AT THE DATE OF THIS AGREEMENT, WOULD HAVE BEEN REQUIRED TO BE SET
FORTH IN ANY OF THE SCHEDULES.
33
7.21
CASUALTY LOSS.
(A)
IF, AT ANY TIME FOLLOWING THE EFFECTIVE DATE BUT PRIOR TO CLOSING,
ANY OF THE HYDROELECTRIC OR