THE
NEW YORK STATE PUBLIC SERVICE COMMISSION AND THE FEDERAL ENERGY REGULATORY
COMMISSION FOR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND AGREES TO FILE
APPLICATIONS FOR SUCH APPROVALS WITHIN FIFTEEN (15) DAYS OF THE DATE OF THIS
AGREEMENT.
SELLER AGREES TO JOIN IN SUCH APPLICATIONS, AND SHALL CAUSE THE
COMPANY TO DO THE SAME, PROVIDED HOWEVER, THAT PURCHASER SHALL BE SOLELY
RESPONSIBLE FOR PURSUING AND OBTAINING SUCH APPROVALS AND FOR THE COST THEREOF.
THE PARTIES HERETO WILL NOT TAKE ANY ACTION THAT WILL OR COULD HAVE THE EFFECT
OF DELAYING, IMPAIRING OR IMPEDING THE RECEIPT OF ANY REQUIRED AUTHORIZATIONS,
CONSENTS OR APPROVALS.
7.06
EMPLOYEE MATTERS.
NOTHING IN THIS AGREEMENT SHALL CONFER UPON ANY
EMPLOYEE OF SELLER OR OF SELLER'S AFFILIATES, SUBSIDIARIES AND/OR THIRD PARTY
ADMINISTRATORS ("SELLER'S EMPLOYEES") THE RIGHT TO EMPLOYMENT WITH PURCHASER
AFTER THE DATE OF CLOSING.
FURTHER, PURCHASER SHALL HAVE NO RIGHTS, LIABILITIES
OR OBLIGATIONS WITH RESPECT TO SELLER'S EMPLOYEES OR INDEPENDENT CONTRACTORS FOR
ANY PERIOD PRIOR TO CLOSING, NOR WILL PURCHASER HAVE ANY RIGHTS, LIABILITIES OR
OBLIGATIONS WITH RESPECT TO ANY AGREEMENTS RELATED TO SELLER'S EMPLOYEES OR
INDEPENDENT CONTRACTORS PRIOR TO CLOSING.
7.07
NO PUBLIC ANNOUNCEMENT.
NEITHER PARTY SHALL ISSUE ANY PRESS RELEASE OR
MAKE ANY OTHER PUBLIC ANNOUNCEMENT CONCERNING THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE PRIOR APPROVAL OF THE OTHER PARTY, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
THIS SECTION 7.07 SHALL NOT APPLY
TO FILINGS WITH THE BANKRUPTCY COURT IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
7.08
CERTAIN AMOUNTS OWED TO SELLER AND ITS AFFILIATES.
SUBJECT TO ANY
REQUIREMENTS OF THE BANKRUPTCY COURT OR THE PLAN, AT OR PRIOR TO CLOSING, SELLER
SHALL CAUSE THE COMPANY TO FULLY REPAY OR OTHERWISE PROVIDE FOR THE DEEMED
RESOLUTION OF ANY INDEBTEDNESS OWED BY THE COMPANY TO SELLER OR ANY OTHER
AFFILIATE OF SELLER, INCLUDING BUT NOT LIMITED TO, INDEBTEDNESS OWED UNDER THE
DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF FEBRUARY 28, 2006, BETWEEN
MIRANT AMERICAS, INC. AND THE COMPANY.
7.09
PROVISIONS RELATING TO TREATMENT OF ASSETS AND LIABILITIES OF THE
COMPANY UNDER THE PLAN.
THE PLAN SHALL PROVIDE FOR THE DISCHARGE TO THE FULLEST
EXTENT PERMITTED BY THE BANKRUPTCY CODE OF ALL CLAIMS (AS DEFINED IN SECTION
101(5) OF THE BANKRUPTCY CODE) AGAINST THE COMPANY EXISTING ON THE PLAN
EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ALL PRE- AND POST-PETITION
SECURED, PRIORITY AND UNSECURED CLAIMS OF EVERY KIND AND NATURE.
THE PLAN SHALL
PROVIDE THAT ON THE PLAN EFFECTIVE DATE, ALL OF THE ASSETS OF THE COMPANY SHALL
BE FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS EXISTING ON
THE PLAN EFFECTIVE DATE, AS IF SUCH ASSETS HAD BEEN SOLD PURSUANT TO SECTION 363
OF THE BANKRUPTCY CODE.
ALL PAYMENTS AND DISTRIBUTIONS PROVIDED FOR UNDER
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THE PLAN IN RESPECT TO ALL ALLOWED CLAIMS AGAINST THE COMPANY AND ALL COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE DISCHARGE OF ALL LIENS, CLAIMS,
ENCUMBRANCES AND INTERESTS IN THE ASSETS EXISTING ON THE PLAN EFFECTIVE DATE
SHALL BE PAID OR OTHERWISE RESOLVED