PROVIDED HEREIN, WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, EACH PARTY SHALL BEAR ITS
OWN COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE COST OF LEGAL, TECHNICAL AND
FINANCIAL CONSULTANTS, THE COSTS OF TRANSITION AS SET FORTH IN THE TRANSITION
PLAN TO BE ADOPTED BY THE PARTIES IN ACCORDANCE WITH SECTION 6.5.3, AND THE COST
OF FILING FOR AND PROSECUTING APPLICATIONS FOR REQUIRED REGULATORY APPROVALS.
6.4.2.
EXCEPT AS PROVIDED IN THE DECOMMISSIONING PLANNING CONTRACT, BUYER
SHALL BE RESPONSIBLE FOR ALL THIRD PARTY VENDOR COSTS AND EXPENSES INCURRED AND
RELATING TO WORK PERFORMED WITH RESPECT TO THE ZION ASSETS AT THE REQUEST OF
SELLER AFTER THE DATE HEREOF.
6.5.
FURTHER ASSURANCES; COOPERATION.
6.5.1.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH OF THE
PARTIES WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN,
ALL ACTION, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER OR
ADVISABLE UNDER APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE THE SALE,
TRANSFER, CONVEYANCE AND ASSIGNMENT OF THE ZION ASSETS AND THE ASSIGNMENT OF THE
ASSUMED LIABILITIES
OR THE EXCLUSION OF THE EXCLUDED LIABILITIES PURSUANT TO
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, USING COMMERCIALLY REASONABLE
EFFORTS TO ENSURE SATISFACTION OF THE CONDITIONS PRECEDENT TO EACH PARTY'S
OBLIGATIONS HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL REQUIRED REGULATORY
APPROVALS.
NOTWITHSTANDING ANYTHING IN THE PREVIOUS SENTENCE TO THE CONTRARY,
SELLER AND BUYER, BUYER'S PARENT AND
52
GUARANTOR SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL PERMITS AND
ENVIRONMENTAL PERMITS NECESSARY FOR BUYER TO ACQUIRE AND POSSESS THE ZION ASSETS
AND PERFORM DECOMMISSIONING ACTIVITIES AT THE ZION STATION SITE.
EXCEPT AS MAY
BE REQUIRED BY LAW, NEITHER BUYER, BUYER'S PARENT OR GUARANTOR NOR SELLER WILL,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHERS, ADVOCATE OR TAKE ANY ACTION
WHICH WOULD REASONABLY BE EXPECTED TO PREVENT OR MATERIALLY IMPEDE, INTERFERE
WITH OR DELAY THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR WHICH COULD
REASONABLY BE EXPECTED TO CAUSE, OR TO CONTRIBUTE TO CAUSING, THE OTHER PARTY OR
PARTIES TO RECEIVE LESS FAVORABLE REGULATORY TREATMENT THAN THAT SOUGHT BY THE
PARTY OR PARTIES.
EACH PARTY SHALL COOPERATE WITH THE OTHER PARTIES IN ALL
COMMERCIALLY REASONABLE EFFORTS TO LIFT ANY PRELIMINARY OR PERMANENT INJUNCTION
OR OTHER ORDER OR DECREE BY ANY FEDERAL OR STATE COURT OR GOVERNMENTAL AUTHORITY
THAT RESTRAINS OR PREVENTS THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY. THE PARTIES SHALL COOPERATE AND EXERCISE COMMERCIALLY REASONABLE EFFORTS
TO ASSIST IN THE ESTABLISHMENT OF EFFECTIVE INTERFACES WITH LOCAL AND STATE OF
ILLINOIS AUTHORITIES IN AREAS SUCH AS EMERGENCY PLANNING AND SECURITY, AS WELL
AS IN THE GOVERNMENT RELATIONS ARENA
6.5.2.
FROM TIME TO TIME AFTER THE CLOSING DATE, SELLER WILL EXECUTE AND
DELIVER SUCH DOCUMENTS TO BUYER AS BUYER MAY REASONABLY REQUEST, AT BUYER'S
EXPENSE, IN ORDER TO MORE EFFECTIVELY CONSUMMATE THE SALE AND PURCHASE,
INCLUDING THE TRANSFER, CONVEYANCE AND ASSIGNMENT, OF THE ZION ASSETS OR TO MORE
EFFECTIVELY VEST IN BUYER SUCH TITLE TO THE ZION ASSETS, SUBJECT