NOT IN VIOLATION OF AND HAS NO LIABILITY UNDER ANY ENVIRONMENTAL LAWS
WITH RESPECT TO THE PURCHASED ASSETS, THE FACILITY OR THE BUSINESS CONDUCTED BY
SELLER THEREWITH.
SELLER IS NOT OBLIGATED TO PERFORM ANY ACTION OR OTHERWISE
INCUR ANY EXPENSE UNDER ENVIRONMENTAL LAW PURSUANT TO ANY ORDER, DECREE,
JUDGMENT OR AGREEMENT BY WHICH IT IS BOUND OR HAS ASSUMED BY CONTRACT OR
AGREEMENT, AND THERE ARE NO WRITTEN NOTICES FROM THIRD PARTIES, NOR ANY ACTIONS,
CLAIMS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED AGAINST
SELLER RELATING TO ANY ENVIRONMENTAL LAW, IN EACH CASE WITH RESPECT TO THE
PURCHASED ASSETS, THE FACILITY OR THE BUSINESS CONDUCTED BY SELLER THEREWITH.
TO THE KNOWLEDGE OF SELLER, THERE HAS BEEN NO RELEASE OR THREATENED RELEASE OF
HAZARDOUS SUBSTANCES ON, AT, UNDER OR FROM THE FACILITY THAT COULD REASONABLY BE
EXPECTED TO RESULT IN MATERIAL LIABILITY OF PURCHASER UNDER ANY ENVIRONMENTAL
LAW.
SELLER HAS MADE AVAILABLE TO PURCHASER ALL MATERIAL RECORDS AND FILES IN
THE POSSESSION, CUSTODY OR CONTROL OF, OR OTHERWISE REASONABLY AVAILABLE TO,
SELLER CONCERNING COMPLIANCE WITH OR LIABILITY UNDER ENVIRONMENTAL LAW,
INCLUDING THOSE CONCERNING THE EXISTENCE OF HAZARDOUS SUBSTANCES IN CONNECTION
WITH THE PURCHASED ASSETS, THE FACILITY OR THE BUSINESS CONDUCTED BY SELLER
THEREWITH.
7.17
PURCHASER PIPELINE ACQUISITION COSTS.
SUBJECT TO THE ASSIGNMENT
AND TRANSFER OF THE PIPELINE AGREEMENTS TO PURCHASER (INCLUDING OBTAINING ALL
REQUIRED CONSENTS THERETO), AND IN THE EVENT THAT THE PIPELINE HAS NOT BEEN
TRANSFERRED BY PANHANDLE TO VECTREN AND SELLER PRIOR TO THE CLOSING, PANHANDLE
HAS NO RIGHT TO REQUIRE PURCHASER TO MAKE ANY PAYMENTS TO PANHANDLE TO OBTAIN
THEREFROM A FIFTY PERCENT (50%) UNDIVIDED OWNERSHIP INTEREST IN THE PIPELINE;
PROVIDED, HOWEVER, THAT PURCHASER SHALL BE RESPONSIBLE FOR ANY AND ALL TITLE OR
OTHER RECORDATION FEES AND EXPENSES ASSOCIATED WITH ITS ACQUISITION OF THE
PIPELINE FROM PANHANDLE.
7.18
DISCLAIMER OF WARRANTIES.
EXCEPT WITH RESPECT TO THE WARRANTIES
AND REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE DEED OR
DEEDS CONVEYING THE REAL PROPERTY, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED,
WHETHER OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
QUALITY AS TO THE PURCHASED ASSETS, OR ANY PART THEREOF, OR AS TO THE CONDITION
OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT, IT BEING UNDERSTOOD THAT THE PURCHASED ASSETS ARE TO BE CONVEYED
HEREUNDER "AS IS" AND "WHERE IS" ON THE CLOSING DATE, AND IN THEIR THEN PRESENT
CONDITION.
PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF.
21
ARTICLE VIII
WARRANTIES AND REPRESENTATIONS OF PURCHASER
Purchaser warrants and represents to Seller as follows:
8.01
DUE INCORPORATION.
PURCHASER IS AN OHIO CORPORATION NOT FOR PROFIT
DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF ITS INCORPORATION.
8.02
AUTHORITY.
PURCHASER HAS THE CORPORATE RIGHT AND POWER TO ENTER
INTO, AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND HAS TAKEN ALL
REQUISITE CORPORATE ACTION TO AUTHORIZE ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT;