OF SECTION 9.1.6.
IF SELLER ADVISES BUYER,
BUYER'S PARENT OR GUARANTOR, OF IF BUYER, BUYER'S PARENT OR GUARANTOR ADVISES
SELLER, OF ANY MATERIAL BREACH OF A REPRESENTATION, WARRANTY OR COVENANT OF
BUYER, BUYER'S PARENT OR GUARANTOR CONTAINED IN THIS AGREEMENT, SELLER SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH AND SUBJECT TO THE
PROVISIONS OF SECTION
9.1.7.
IF A PARTY FAILS TO EXERCISE ITS TERMINATION
RIGHT ON OR BEFORE THE CLOSING DATE, THE WRITTEN NOTICE UNDER THIS SECTION 6.10
WILL BE DEEMED TO HAVE AMENDED THIS AGREEMENT, INCLUDING THE APPROPRIATE
SCHEDULE, OR TO HAVE QUALIFIED THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLES 4 AND 5.
IN ADDITION TO THE ACTIONS PERMITTED BY SECTION 6.1, SELLER
SHALL BE ENTITLED TO AMEND, SUBSTITUTE OR OTHERWISE MODIFY ANY SELLER'S
AGREEMENT TO THE EXTENT THAT SUCH SELLER'S AGREEMENT EXPIRES BY ITS TERMS PRIOR
TO THE CLOSING DATE OR IS TERMINABLE WITHOUT LIABILITY TO BUYER ON OR AFTER THE
CLOSING DATE (OTHER THAN AN AMENDMENT THAT WOULD EXTEND THE TERM THEREOF FOR A
NEW TERM OF YEARS IN EXCESS OF THE THEN CURRENT TERM), OR IF THE TERMS AND
CONDITIONS OF SUCH MODIFIED SELLER'S AGREEMENT CONSTITUTING THE ASSUMED
LIABILITIES ARE ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO BUYER THAN THE
ORIGINAL SELLER'S AGREEMENT.
6.10.2.
AS OF A DATE NO MORE THAN ONE (1) BUSINESS DAY PRIOR TO THE CLOSING,
EACH OF THE PARTIES SHALL PROVIDE EACH OTHER PARTY WITH ANY AND ALL REVISIONS,
MODIFICATIONS AND UPDATES TO THE SCHEDULES SUCH THAT THE SCHEDULES WILL BE TRUE
AND CORRECT AS OF SUCH DATE.
TO THE EXTENT THAT SUCH REVISIONS, MODIFICATIONS
AND UPDATES DO NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, HAVE A SELLER
MATERIAL ADVERSE EFFECT OR A BUYER MATERIAL ADVERSE EFFECT, AS THE CASE MAY BE,
THEN SUCH REVISIONS, MODIFICATIONS AND UPDATES WILL BE DEEMED TO BE
AUTOMATICALLY INCORPORATED INTO THE SCHEDULES.
6.11.
EMPLOYEES.
ON OR BEFORE THE CLOSING DATE, BUYER MAY, IN ITS DISCRETION, MAKE OFFERS OF
EMPLOYMENT TO PERSONS EMPLOYED BY SELLER OR ITS AFFILIATES AT THE ZION STATION
SITE FOR EMPLOYMENT WITH BUYER TO COMMENCE ON OR FOLLOWING THE CLOSING DATE.
ANY SUCH PERSON WHO RECEIVES AND ACCEPTS ANY SUCH OFFER OF EMPLOYMENT WITH BUYER
SHALL BECOME A TRANSFERRED EMPLOYEE AS OF THE CLOSING DATE.
ON OR BEFORE THE
CLOSING DATE, BUYER, BUYER'S PARENT AND SELLER SHALL EXECUTE AND DELIVER THE
LEASED PERSONNEL AGREEMENT, WHICH SHALL GOVERN MATTERS RELATING TO ZION
EMPLOYEES.
6.12.
DECOMMISSIONING FUNDS.
6.12.1.
BETWEEN THE DATE HEREOF AND THE CLOSING, SELLER WILL MAKE SUCH
DEPOSITS FROM TIME TO TIME TO ITS QDF AND ITS NDF OF THE AMOUNTS OF
DECOMMISSIONING COSTS, IF ANY, COLLECTED FROM CUSTOMERS AS DETERMINED BY THE
ICC; PROVIDED, HOWEVER, THAT ANY SUCH DEPOSITS TO THE QDF SHALL NOT EXCEED THE
MAXIMUM AMOUNTS PERMITTED TO BE CONTRIBUTED TO THE QDF UNDER CODE SECTION 468A
AND ANY TAX RULING ISSUED TO SELLER BY THE IRS.
59
6.12.2.
PRIOR TO THE CLOSING DATE, SELLER WILL WITHDRAW FROM THE NDF
AGGREGATE AMOUNTS SUFFICIENT TO