THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED UNDER
THIS AGREEMENT;
(C)
A CERTIFICATE, DATED THE CLOSING DATE, EXECUTED BY THE APPROPRIATE
OFFICERS OF PURCHASER, REQUIRED BY SECTION 10.02 OF THIS AGREEMENT;
(D)
THE ASSIGNMENT AND ASSUMPTION AGREEMENT, DULY EXECUTED BY
PURCHASER, REFLECTING THE ASSUMPTION BY PURCHASER OF THE LIABILITIES SET FORTH
IN SECTION 2.05(A) OF THIS AGREEMENT;
(E)
OHIO DIRECT PAY PERMIT; AND
(F)
SUCH OTHER DOCUMENTS, AGREEMENTS, INSTRUMENTS AND CERTIFICATES AS
SELLER OR ITS COUNSEL MAY REASONABLY REQUEST TO CARRY OUT THE PURPOSES OF THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE DOCUMENTS TO BE DELIVERED PURSUANT
TO ARTICLE X OF THIS AGREEMENT AND, IF PURCHASER HAS INFORMED SELLER IN WRITING
DURING THE OPTION PERIOD SET FORTH IN SECTION 14.07 THAT PURCHASER INTENDS TO
ENTER INTO THE O&M TRANSITION SERVICES AGREEMENT, SUCH AGREEMENT DULY EXECUTED
BY PURCHASER.
3.04
COOPERATION.
SELLER AND PURCHASER SHALL, ON REQUEST, ON AND AFTER
THE CLOSING DATE, COOPERATE WITH ONE ANOTHER BY FURNISHING ANY ADDITIONAL
INFORMATION, EXECUTING AND DELIVERING ANY ADDITIONAL DOCUMENTS AND/OR
INSTRUMENTS AND DOING ANY AND ALL SUCH OTHER THINGS AS MAY BE REASONABLY
REQUIRED BY THE PARTIES OR THEIR COUNSEL TO CONSUMMATE OR OTHERWISE IMPLEMENT
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE IV
PRE-CLOSING FILINGS
4.01
GOVERNMENT FILINGS.
SELLER AND PURCHASER COVENANT AND AGREE WITH
EACH OTHER (A) SUBJECT TO THE ALLOCATION OF RESPONSIBILITY SET FORTH IN SECTION
4.02, PROMPTLY TO FILE, OR
CAUSE TO BE PROMPTLY FILED, WITH ANY GOVERNMENTAL
AUTHORITY, ALL SUCH NOTICES, APPLICATIONS OR OTHER DOCUMENTS AS MAY BE NECESSARY
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY REQUIRED
FILINGS WITH FERC, AND (B) THEREAFTER DILIGENTLY TO PURSUE ALL CONSENTS OR
APPROVALS FROM ANY SUCH GOVERNMENTAL AUTHORITIES AS MAY BE NECESSARY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
4.02
FERC REGULATORY FILING.
(A)
SELLER SHALL HAVE PRIMARY RESPONSIBILITY FOR THE PREPARATION AND
FILING OF THE REGULATORY FILING(S) TO BE MADE TO FERC REQUESTING APPROVAL UNDER
SECTION 203 (AND SECTION 205, IF NECESSARY) OF THE FEDERAL POWER ACT (THE "FERC
REGULATORY FILING").
UPON THE REQUEST OF SELLER, PURCHASER SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH THE SELLER TO PREPARE AND FILE
THE FERC REGULATORY FILING.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NO
FILINGS WITH THE PUBLIC UTILITIES COMMISSION OF OHIO HAVE BEEN MADE, NOR ARE
THEY REQUIRED OR INTENDED TO BE MADE, NOR ARE SUCH FILINGS A CONDITION PRECEDENT
TO THE CLOSING.
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(B)
PURCHASER AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
FILE AS SOON AS PRACTICABLE AFTER THE DATE HEREOF THE FERC REGULATORY FILING,
AND EXECUTE ALL AGREEMENTS AND DOCUMENTS, IN EACH CASE, TO OBTAIN AS PROMPTLY AS
PRACTICABLE APPROVAL UNDER SECTION 203 (AND SECTION 205, IF NECESSARY) OF THE
FEDERAL POWER ACT.
PURCHASER AND SELLER SHALL ACT DILIGENTLY, AND SHALL
COORDINATE IN COMPLETING AND SUBMITTING THE FERC REGULATORY FILING.
PURCHASER
AND SELLER SHALL EACH HAVE THE RIGHT TO REVIEW AND APPROVE (WHICH APPROVAL SHALL
NOT BE UNREASONABLY DELAYED OR WITHHELD) IN ADVANCE ALL OF THE INFORMATION