TO BE FOLLOWED BY "WITHOUT LIMITATION" WHETHER OR NOT THEY ARE IN FACT
FOLLOWED BY SUCH WORDS OR WORDS OF LIKE IMPORT.
(C)
"WRITING," "WRITTEN" AND COMPARABLE TERMS
REFER TO PRINTING, TYPING, AND OTHER MEANS OF REPRODUCING IN A VISIBLE FORM.
(D)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ANY
LAW DEFINED OR REFERRED TO ABOVE MEANS SUCH LAW AS FROM TIME TO TIME AMENDED,
MODIFIED OR SUPPLEMENTED.
(E)
REFERENCES TO A PERSON ARE ALSO TO ITS
SUCCESSORS AND ASSIGNS.
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(F)
ANY TERM DEFINED ABOVE BY REFERENCE TO
ANY AGREEMENT, INSTRUMENT OR LAW HAS SUCH MEANING WHETHER OR NOT SUCH AGREEMENT,
INSTRUMENT OR LAW IS IN EFFECT.
(G)
"HEREOF," "HEREIN," "HEREUNDER" AND
COMPARABLE TERMS REFER, UNLESS OTHERWISE EXPRESSLY INDICATED, TO THE ENTIRE
AGREEMENT OR INSTRUMENT IN WHICH SUCH TERMS ARE USED AND NOT TO ANY PARTICULAR
ARTICLE, SECTION OR OTHER SUBDIVISION THEREOF OR ATTACHMENT THERETO. REFERENCES
IN AN INSTRUMENT TO "ARTICLE," "SECTION," OR ANOTHER SUBDIVISION OR TO AN
ATTACHMENT ARE, UNLESS THE CONTEXT OTHERWISE REQUIRES, TO THE RELEVANT ARTICLE,
SECTION, SUBSECTION OR SUBDIVISION OF OR AN ATTACHMENT TO SUCH AGREEMENT OR
INSTRUMENT. IF SUCH REFERENCE IN THIS AGREEMENT TO "ARTICLE," "SECTION," OR
OTHER SUBDIVISION DOES NOT SPECIFY AN AGREEMENT OR DOCUMENT, SUCH REFERENCE
REFERS TO AN ARTICLE, SECTION OR OTHER SUBDIVISION OF THIS AGREEMENT. ALL
REFERENCES TO EXHIBITS OR SCHEDULES IN ANY AGREEMENT OR INSTRUMENT THAT IS
GOVERNED BY THIS AGREEMENT ARE TO EXHIBITS OR SCHEDULES ATTACHED TO SUCH
INSTRUMENT OR AGREEMENT.
(H)
PRONOUNS, WHENEVER USED IN ANY AGREEMENT OR
INSTRUMENT THAT IS GOVERNED BY THIS AGREEMENT AND OF WHATEVER GENDER, SHALL
INCLUDE NATURAL PERSONS, CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS
AND ASSOCIATIONS OF EVERY KIND AND CHARACTER.
(I)
REFERENCES TO ANY GENDER INCLUDE, UNLESS
THE CONTEXT OTHERWISE REQUIRES, REFERENCES TO ALL GENDERS.
(J)
"SHALL" AND "WILL" HAVE EQUAL FORCE AND
EFFECT.
SECTION 1.3
SCHEDULES AND EXHIBITS. THIS
AGREEMENT CONSISTS OF THE ARTICLES CONTAINED HEREIN AND THE SCHEDULES AND
EXHIBITS ATTACHED HERETO, ALL OF WHICH CONSTITUTE ONE AND THE SAME AGREEMENT
WITH EQUAL FORCE AND EFFECT.
ARTICLE II
SALE AND PURCHASE; PRICE; CLOSING
SECTION 2.1
SALE AND PURCHASE; DEFINITION OF
PURCHASED ASSETS; ASSUMED LIABILITY.
2.1.1
PURCHASED ASSETS. ON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING, ROCKINGHAM SHALL, AND
DYNEGY SHALL CAUSE EACH OF ITS AFFILIATES WHO OWN PURCHASED ASSETS (AS DEFINED
BELOW) TO SELL, TRANSFER, CONVEY, ASSIGN AND DELIVER TO PURCHASER, FREE AND
CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS), AND PURCHASER SHALL PURCHASE
AND PAY FOR, THE FACILITY AND ALL REAL PROPERTY, MATERIALS AND EQUIPMENT,
FACILITY BOOKS AND RECORDS, ASSUMED AGREEMENTS, TRANSFERABLE FACILITY PERMITS,
FACILITY INTELLECTUAL PROPERTY, EQUIPMENT WARRANTIES, PREPAID ITEMS, EMISSIONS
ALLOWANCES DESCRIBED IN SCHEDULE 2.1.1, AND ALL OTHER ASSETS OWNED, LEASED,
LICENSED OR CONTRACTED FOR BY ROCKINGHAM AND USED IN THE CONDUCT OF THE BUSINESS
AS OF THE CLOSING DATE, WHETHER OR NOT LOCATED ON THE SITE, INCLUDING THE
MATERIALS AND EQUIPMENT LISTED IN SCHEDULE 2.1.1, BUT EXCLUDING THE EXCLUDED
ASSETS (COLLECTIVELY, THE "PURCHASED ASSETS").
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2.1.2
ASSIGNMENT