ALL PIPING, CABLES AND SIMILAR EQUIPMENT
FORMING PART OF THE MECHANICAL, ELECTRICAL, PLUMBING OR HVAC INFRASTRUCTURE OF
ANY BUILDING, STRUCTURE OR EQUIPMENT, LOCATED ON THE SITE, INCLUDING ALL
GENERATING UNITS LOCATED ON AND AFFIXED TO THE WHEATLAND FACILITY.
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(32)
"INCOME TAX RETURN" MEANS A TAX RETURN FOR ANY TAX BASED UPON OR
CALCULATED IN WHOLE OR IN PART WITH RESPECT TO NET INCOME, GAIN OR PROFITS.
(33)
"INDEBTEDNESS" MEANS (I) ALL INDEBTEDNESS FOR BORROWED MONEY OR FOR
THE DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES (OTHER THAN CURRENT TRADE
LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND PAYABLE IN
ACCORDANCE WITH CUSTOMARY PRACTICES), (II) ANY OTHER INDEBTEDNESS THAT IS
EVIDENCED BY A NOTE, BOND, DEBENTURE OR SIMILAR INSTRUMENT, (III) ALL
OBLIGATIONS UNDER FINANCING LEASES, (IV) ALL OBLIGATIONS IN RESPECT OF
ACCEPTANCES ISSUED OR CREATED, (V) ALL LIABILITIES SECURED BY ANY LIEN ON ANY
PROPERTY, AND (VI) ALL GUARANTEE OBLIGATIONS.
(34)
"INDEPENDENT ACCOUNTING FIRM" MEANS AN INDEPENDENT ACCOUNTING FIRM
(WHICH MAY NOT BE THE AUDITORS OF ANY PARTY HERETO OR ANY OF THEIR AFFILIATES)
OF NATIONAL OR REGIONAL REPUTATION MUTUALLY APPOINTED BY THE SELLER PARTIES AND
THE BUYERS.
(35)
"INFORMATION MEMORANDUM" MEANS THAT CERTAIN INFORMATION MEMORANDUM
REGARDING THE FACILITY, DATED SEPTEMBER, 2004, AND ANY SUPPLEMENTS OR AMENDMENTS
THERETO TO THE EXTENT PROVIDED TO THE BUYERS OR THE BUYERS' REPRESENTATIVES.
(36)
"INVENTORIES" MEANS ANY FUEL INVENTORIES, MATERIALS, SPARE PARTS,
CONSUMABLE SUPPLIES AND CHEMICAL AND GAS INVENTORIES LOCATED AT THE WHEATLAND
FACILITY, IN TRANSIT TO THE WHEATLAND FACILITY, OWNED BY THE SELLERS OR HELD BY
THE SELLERS.
(37)
"KNOWLEDGE" MEANS, WITH RESPECT TO AN INDIVIDUAL, THAT, WITH
RESPECT TO A PARTICULAR FACT OR OTHER MATTER, SUCH INDIVIDUAL IS ACTUALLY AWARE
OF SUCH FACT OR OTHER MATTER.
WITH RESPECT TO THE SELLER PARTIES, "KNOWLEDGE"
MEANS THE KNOWLEDGE OF ANY OF THE PERSONS LISTED ON SCHEDULE 1.1(A)(37)(A) (AND
ANY INDIVIDUAL WHO, AFTER THE DATE HEREOF, REPLACES ANY SUCH PERSON'S EMPLOYMENT
POSITION).
WITH RESPECT TO THE BUYERS, "KNOWLEDGE" MEANS THE KNOWLEDGE OF ANY
OF THE PERSONS LISTED ON SCHEDULE 1.1(A)(37)(B) (AND ANY INDIVIDUALS WHO, AFTER
THE DATE HEREOF, REPLACES ANY SUCH PERSON'S EMPLOYMENT POSITION).
(38)
"LAKE OWNED REAL PROPERTY" MEANS THE REAL PROPERTY DESCRIBED IN
SCHEDULE 5.8 AND DESIGNATED THEREIN AS THE "LAKE REAL PROPERTY", TOGETHER WITH
ALL RIGHTS, PRIVILEGES, INTERESTS, EASEMENTS AND APPURTENANCES NOW OR HEREAFTER
BELONGING OR IN ANY WAY PERTAINING TO SUCH REAL PROPERTY (INCLUDING, WITHOUT
LIMITATION, ANY MINERAL RIGHTS) AND ANY IMPROVEMENTS LOCATED THEREON.
(39)
"LAWS" MEANS ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW, COMMON
LAW, STATUTE, CODE, ORDINANCE, RULE, REGULATION, JUDGMENT, ORDER, INJUNCTION,
DECREE, ARBITRATION AWARD, AGENCY REQUIREMENT, LICENSE OR PERMIT OF ANY
GOVERNMENTAL ENTITY.
(40)
"LIABILITIES" MEANS ANY DEBTS, LIABILITIES, COMMITMENTS OR
OBLIGATIONS OF ANY KIND, CHARACTER OR NATURE WHATSOEVER.
(41)
"MAINTENANCE EXPENDITURES" MEANS THOSE MAINTENANCE EXPENDITURES
THAT ARE IDENTIFIED ON SCHEDULE 7.1(A)(XIII).
(42)
"MATERIAL ADVERSE EFFECT" MEANS (I) ANY CHANGE OR CHANGES IN, OR
EFFECT ON, THE WHEATLAND FACILITY (EXCLUDING THE EXCLUDED ASSETS AND THE
EXCLUDED LIABILITIES) THAT IS,
5
OR IN THE AGGREGATE ARE,