SALE
2.1.
ZION ASSETS.
Upon the terms and subject to the satisfaction of the conditions contained in
this Agreement, at the Closing, pursuant to a Bill of Sale then delivered by
Seller to Buyer, Seller will sell, assign, convey, transfer and deliver to
Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear
of all Encumbrances (except for Permitted Encumbrances), all of Seller's right,
title and interest in and to the following assets (other than the Excluded
Assets), wherever located (collectively, the "Zion Assets"):
2.1.1.
ALL ASSIGNABLE RIGHT, TITLE AND INTEREST OF SELLER TO THE NRC
LICENSES, INCLUDING LICENSES TO POSSESS SPENT NUCLEAR FUEL, BUT EXCLUDING
SELLER'S GENERAL LICENSES TO OWN SPENT NUCLEAR FUEL;
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2.1.2.
THE ASSETS COMPRISING THE QDF AND THE NDF (AS PROVIDED IN
SECTION 6.12, INCLUDING ALL PROFITS, DIVIDENDS, INCOME, INTEREST AND EARNINGS
ACCRUED THEREON, TOGETHER WITH ALL RELATED TAX ACCOUNTING AND OTHER RECORDS FOR
SUCH ASSETS, INCLUDING ALL DECOMMISSIONING STUDIES, ANALYSES, COST ESTIMATES AND
ANY INFORMATION RELATING TO THE TAX BASIS OF THE TRANSFERRED ASSETS;
2.1.3.
ALL BUILDINGS, FACILITIES AND OTHER IMPROVEMENTS TO THE REAL
PROPERTY INCLUDING THE FACILITIES AND ALL APPURTENANCES THERETO;
2.1.4.
THE SYNCHRONOUS CONDENSERS (OR APPROPRIATE PORTIONS THEREOF) IF AND
WHEN SELLER GIVES WRITTEN NOTICE TO BUYER THAT THE SYNCHRONOUS CONDENSERS (OR
PORTIONS THEREOF) HAVE BEEN ABANDONED IN PLACE IN ACCORDANCE WITH SECTION 8.8 OF
THE LEASE AGREEMENT;
2.1.5.
ALL OTHER MACHINERY, MOBILE OR OTHERWISE, EQUIPMENT (INCLUDING
COMPUTER HARDWARE AND SOFTWARE AND TRANSFERABLE RIGHTS THERETO AND
COMMUNICATIONS EQUIPMENT), VEHICLES, TOOLS, SPARE PARTS, MATERIALS, WORKS IN
PROGRESS, FIXTURES, FURNITURE AND FURNISHINGS AND OTHER PERSONAL PROPERTY
RELATING TO OR USED IN THE ORDINARY COURSE OF BUSINESS TO OWN, POSSESS AND
MAINTAIN THE FACILITIES, INCLUDING, WITHOUT LIMITATION, ALL EMERGENCY WARNING
PROPERTY AND ASSETS AND THE ITEMS OF PERSONAL PROPERTY OWNED BY SELLER AND
LOCATED AT THE FACILITIES (COLLECTIVELY, "TANGIBLE PERSONAL PROPERTY");
2.1.6.
ALL UNEXPIRED, TRANSFERABLE WARRANTIES AND GUARANTEES FROM THIRD
PARTIES WITH RESPECT TO ANY ITEM OF TANGIBLE PERSONAL PROPERTY;
2.1.7.
ALL RIGHTS OF SELLER UNDER THE NON-MATERIAL CONTRACTS AND THE
SELLER'S AGREEMENTS;
2.1.8.
ALL TRANSFERABLE PERMITS;
2.1.9.
ALL BOOKS, OPERATING RECORDS, LICENSING RECORDS, QUALITY ASSURANCE
RECORDS, PURCHASING RECORDS, AND EQUIPMENT REPAIR, MAINTENANCE OR SERVICE
RECORDS RELATING TO THE DESIGN, CONSTRUCTION, LICENSING, OPERATION OR
DECOMMISSIONING OF THE FACILITIES, OPERATING, SAFETY AND MAINTENANCE MANUALS,
INSPECTION REPORTS, ENVIRONMENTAL ASSESSMENTS, ENGINEERING DESIGN PLANS,
DOCUMENTS, BLUEPRINTS AND AS BUILT PLANS, SPECIFICATIONS, PROCEDURES AND OTHER
SIMILAR ITEMS OF SELLER, WHEREVER LOCATED, RELATING PRIMARILY TO THE FACILITIES
AND THE OTHER ZION ASSETS, WHETHER EXISTING IN HARD COPY OR MAGNETIC OR
ELECTRONIC FORM (SUBJECT TO THE RIGHT OF SELLER TO RETAIN COPIES OF SAME FOR ITS
USE) (COLLECTIVELY, THE "BUSINESS BOOKS AND RECORDS");
2.1.10.
THE INTEREST OF SELLER, IF ANY, IN THE NAME "ZION" AS USED AS A
DESIGNATION ATTACHED TO OR ASSOCIATED WITH THE FACILITIES, OR ANY RELATED OR
SIMILAR TRADE NAMES, TRADEMARKS, SERVICE MARKS, NAMES OR LOGOS, OR ANY PART,
DERIVATIVE OR COMBINATION THEREOF;
2.1.11.
ALL NUCLEAR INSURANCE POLICIES WITH ANI RELATING TO THE FACILITIES,
TO