acted, directly or indirectly, as a broker, finder or financial advisor for
Seller or its Affiliates in connection with the transactions contemplated by
this Agreement. Neither Purchaser nor any Transfer Group Company or Northern
Border Company is or will become obligated to pay any fee or commission or like
payment to any broker, finder or financial advisor as a result of the
consummation of the transactions contemplated by this Agreement based upon any
arrangement made by or on behalf of Seller or any of its Affiliates.
4.21 No Knowledge of Breach. To the actual knowledge of Seller without inquiry,
the Enron Sellers have not breached any of their representations and warranties
or covenants set forth in the Enron Purchase Agreement.
4.22 Limitation of Representations and Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER
IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE EQUITY INTEREST, OR THE BUSINESS,
ASSETS OR LIABILITIES OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER
COMPANIES. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND
PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS
AND CAUSES OF ACTION AGAINST SELLER AND ITS REPRESENTATIVES IN CONNECTION WITH
THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO PURCHASER AND ITS
REPRESENTATIVES BY OR ON BEHALF OF SELLER. WITHOUT LIMITING THE FOREGOING,
SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER
18
WITH RESPECT TO (A) THE INFORMATION SET FORTH IN THE NORTHERN PLAINS NATURAL GAS
COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY
FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES
OF ANY OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH
RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER
OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES
INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS
FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR
MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS
AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR
ITS AFFILIATES WITH RESPECT THERETO. NOTWITHSTANDING ANY PROVISION HEREOF TO THE
CONTRARY, TO THE EXTENT THAT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE
ENRON PURCHASE AGREEMENT) CAUSE SELLER TO BREACH ANY REPRESENTATION, WARRANTY,
COVENANT OR OTHER AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT, SUCH BREACH
SHALL BE GIVEN NO EFFECT, AND PURCHASER SHALL HAVE NO RIGHT TO (I) TERMINATE
THIS AGREEMENT DUE TO SUCH BREACH BY SELLER OR THE FAILURE OF SELLER TO MEET ANY
OF THE CONDITIONS SET FORTH IN SECTIONS 7.1 OR 7.2 BY THE OUTSIDE DATE AS A