OF ANY
APPLICABLE LAW, OR MATERIALLY VIOLATE ANY CONTRACTS TO WHICH IT IS A PARTY.
IN
ADDITION, RELIANT ENERGY, INC. REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY
TO SIGN ON BEHALF OF, AND TO BID TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
EACH OF THE AFFILIATES AND SUBSIDIARIES LISTED ON EXHIBIT A HERETO.
11.1.3
BINDING OBLIGATION.
THIS AGREEMENT CONSTITUTES ITS LEGAL, VALID AND
BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
11.1.4
OWNERSHIP OF CLAIMS.
IT IS THE SOLE OWNER OF THE CLAIMS WHICH ARE
BEING RESOLVED AND COMPROMISED BY IT PURSUANT TO THIS AGREEMENT.
EXCEPT AS
PROVIDED IN THIS AGREEMENT, THERE HAS BEEN NO SALE, ASSIGNMENT, TRANSFER, PLEDGE
OR HYPOTHECATION, OR ATTEMPTED SALE, ASSIGNMENT, TRANSFER, PLEDGE OR
HYPOTHECATION, BY IT OF ANY SUCH RIGHTS OR CLAIMS, WHETHER DIRECTLY, INDIRECTLY,
BY OPERATION OF LAW OR OTHERWISE.
11.2
REPRESENTATIONS OF THE RELIANT PARTIES.
THE RELIANT PARTIES
JOINTLY AND SEVERALLY REPRESENT AND WARRANT TO THE CALIFORNIA PARTIES THAT THE
EXACT LEGAL NAME OF EACH OF THE RELIANT PARTIES IS ACCURATELY SET FORTH IN THE
DEFINITION OF RELIANT PARTIES AND THAT RELIANT ENERGY SERVICES, INC. IS A
DELAWARE CORPORATION AND THE SOLE OWNER OF THE RELIANT RECEIVABLES AND THE
ASSIGNED ASSETS.
THE RELIANT PARTIES FURTHER JOINTLY AND SEVERALLY WARRANT AND
REPRESENT THAT THE ENTITIES LISTED IN EXHIBIT A ARE WHOLLY OWNED BY RELIANT
ENERGY, INC., AND, TO THE BEST OF THEIR KNOWLEDGE, THE ORGANIZATIONAL CHARTS
ATTACHED HERETO AS EXHIBIT A PROVIDE TRUE AND CORRECT
44
REPRESENTATIONS OF THE RELIANT ORGANIZATIONAL STRUCTURE DURING THE TIME PERIODS
COVERED BY THE RELEASES SET FORTH IN ARTICLE 8 OF THIS AGREEMENT.
11.3
UNDERSTANDING OF TERMS.
IN EXECUTING THIS AGREEMENT, OR, WITH
RESPECT TO OPT-IN PARTICIPANTS, IN ELECTING TO PARTICIPATE IN THIS AGREEMENT:
11.3.1
INDEPENDENT INVESTIGATION.
EACH PARTY AND OPT-IN PARTICIPANT
ACKNOWLEDGES THAT IT HAS RELIED ON ITS OWN INDEPENDENT INVESTIGATION AND
CONDUCTED ITS OWN DUE DILIGENCE WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT AND IN DETERMINING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT OR
ACCEPT THE BENEFITS OF THIS SETTLEMENT, INCLUDING A REVIEW OF THE UNDERLYING
CONTRACTS, AGREEMENTS, TRANSACTIONS, INSTRUMENTS AND APPLICABLE LAW IN
CONNECTION HEREWITH, OR HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW RELEVANT
INFORMATION, ASK QUESTIONS AND RECEIVE SATISFACTORY ANSWERS CONCERNING THIS
SETTLEMENT AND THE TERMS AND CONDITIONS OF THIS AGREEMENT;
11.3.2
EXPERT EVALUATION.
EACH PARTY AND EACH OPT-IN PARTICIPANT
ACKNOWLEDGES IT IS EXPERIENCED IN OR HAD THE OPPORTUNITY TO CONSULT WITH EXPERTS
WHO ARE EXPERIENCED IN WHOLESALE AND RETAIL ELECTRIC AND GAS COMMODITY, RISK
MANAGEMENT AND OTHER TRANSACTIONS AND POSSESSES THE KNOWLEDGE, EXPERIENCE AND
SOPHISTICATION TO ALLOW IT TO FULLY EVALUATE AND ACCEPT THE MERITS AND RISKS OF
ENTERING INTO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ACCEPTING THE
BENEFITS OF THIS SETTLEMENT; AND
11.3.3
INFORMATION ACCESS.
EACH PARTY ACKNOWLEDGES THAT THE RELIANT
PARTIES MADE AVAILABLE INFORMATION AND ANALYSIS TO SUPPORT THEIR VALUATION
REGARDING REFUNDS AND RECEIVABLES.
11.4
WARRANTIES REGARDING THE RELIANT RECEIVABLES AND ASSIGNED ASSETS.
11.4.1
AMOUNT OF RELIANT RECEIVABLES.
RELIANT WARRANTS AND REPRESENTS THAT