OR PERMITS CAN BE MADE, THE CONDITION, VALUE OR
QUALITY OF THE PURCHASED ASSETS, OR THE PROSPECTS (FINANCIAL AND OTHERWISE),
RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE
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PURCHASED ASSETS (INCLUDING BUYER'S ABILITY TO RECOVER THE COSTS ASSOCIATED WITH
THE PURCHASED ASSETS THROUGH THE REGIONAL ELECTRIC TRANSMISSION SYSTEM OR
OTHERWISE).
SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF
MERCHANTABILITY, USAGE, OR SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE
WITH RESPECT TO THE PURCHASED ASSETS, OR ANY PART THEREOF, OR AS TO THE
WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS OMISSIONS AND/OR OTHER
DEFICIENCIES THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL
LAW, OR AS TO THE CONDITION OF THE PURCHASED ASSETS, OR ANY PART THEREOF,
INCLUDING WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY
RIGHTS TO OPERATE THE PURCHASED ASSETS.
SELLER FURTHER SPECIFICALLY DISCLAIMS
ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR
LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ANY ENVIRONMENTAL LAW.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SUITABILITY OF THE
PURCHASED ASSETS FOR OPERATION AS A PORTION OF THE M/N PROJECT OR THE VALIDITY
OR ENFORCEABILITY OF THE CONTRACT RIGHTS RELATED TO THE PURCHASED ASSETS
ASSIGNED BY SELLER TO BUYER, OR WHETHER OR NOT ANY OF THE CONTRACTS OR PERMITS
CAN BE TRANSFERRED TO BUYER AND WHETHER SELLER HAS THE RIGHTS TO TRANSFER OR TO
MAKE OTHER ARRANGEMENTS CONCERNING ALL OR ANY PORTION OF SUCH RIGHTS TO BUYER.
NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION (ORAL, WRITTEN OR
ELECTRONIC) MADE BY SELLER, AND NO ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY
INFORMATION REQUEST PROVIDED BY SELLER TO BUYER, WILL CAUSE OR CREATE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR
QUALITY OF THE PURCHASED ASSETS THAT IS NOT SET FORTH IN THIS AGREEMENT.
The
provisions of this Section 6.2 shall survive termination of this Agreement after
the Closing.
6.3
Buyer Acknowledgement.
BUYER ACKNOWLEDGES AND AGREES THAT THE PURCHASED ASSETS
ARE BEING ACQUIRED "AS IS, WHERE IS" AS OF THE CLOSING DATE, AND IN THEIR
CONDITION AS OF THE CLOSING DATE, AND THAT PRIOR TO THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE CONSUMMATION OF THE CLOSING, BUYER HAS CONDUCTED TO
ITS SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE PURCHASED
ASSETS AND ASSUMED LIABILITIES, AND THAT BUYER IS RELYING ON ITS OWN EXAMINATION
OF THE PURCHASED ASSETS AND ASSUMED LIABILITIES, AND IS NOT RELYING ON ANY
REPRESENTATION OR WARRANTY MADE BY SELLER OTHER THAN AS EXPRESSLY PROVIDED IN
THIS AGREEMENT.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS
AND WARRANTIES OF SELLER REGARDING THE PURCHASED ASSETS AND ASSUMED LIABILITIES
SET FORTH IN THIS AGREEMENT (OTHER THAN THOSE SET FORTH IN SECTION 6.1) SHALL
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TERMINATE AS OF THE CLOSING DATE, AND THAT FOLLOWING THE CLOSING DATE, BUYER
SHALL HAVE NO RECOURSE AGAINST SELLER OR ANY OF ITS AFFILIATES WITH RESPECT TO
ANY BREACH