INFORMATION THAT THE NRC STAFF MAY REASONABLY
REQUEST OR REQUIRE ANY OF THE PARTIES TO PROVIDE OR GENERATE.
6.7.4.
SELLER AND BUYER, BUYER'S PARENT AND GUARANTOR SHALL COOPERATE WITH
EACH OTHER AND, AS PROMPTLY AS PRACTICABLE AFTER THE DATE OF THIS AGREEMENT:
(I) PREPARE AND MAKE WITH ANY OTHER GOVERNMENTAL AUTHORITY HAVING JURISDICTION
OVER SELLER, BUYER, BUYER'S PARENT OR THE ZION ASSETS, ALL FILINGS REQUIRED TO
BE MADE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THOSE
SPECIFIED ABOVE); (II) EFFECT ALL APPLICATIONS, NOTICES, PETITIONS AND FILINGS
AND EXECUTE ALL AGREEMENTS AND DOCUMENTS; (III) USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN THE TRANSFER OR REISSUANCE TO BUYER OF ALL PERMITS,
ENVIRONMENTAL PERMITS, CONSENTS, APPROVALS AND AUTHORIZATIONS OF ALL
GOVERNMENTAL AUTHORITIES; AND (IV) USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
ALL CONSENTS, APPROVALS AND AUTHORIZATIONS OF ALL OTHER PARTIES, IN THE CASE OF
EACH OF THE FOREGOING CLAUSES (I), (II) AND (III), NECESSARY OR ADVISABLE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING THE
REQUIRED REGULATORY APPROVALS)
OR REQUIRED BY THE TERMS OF ANY NOTE, BOND,
MORTGAGE, INDENTURE, DEED OF TRUST, LICENSE, FRANCHISE, PERMIT, CONCESSION,
CONTRACT, LEASE OR OTHER INSTRUMENT TO WHICH SELLER OR BUYER, BUYER'S PARENT OR
GUARANTOR IS A PARTY OR BY WHICH ANY OF THEM IS BOUND.
THE PARTIES SHALL
RESPOND PROMPTLY TO ANY REQUESTS FOR ADDITIONAL INFORMATION MADE BY SUCH
AGENCIES, USE THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO PARTICIPATE IN
ANY HEARINGS, SETTLEMENT PROCEEDINGS OR OTHER PROCEEDINGS ORDERED WITH RESPECT
TO THE APPLICATIONS, AND USE THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE REGULATORY APPROVAL TO BE OBTAINED AT THE EARLIEST POSSIBLE DATE AFTER THE
DATE OF FILING.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.7.1, THE PARTIES
SHALL EQUALLY SHARE COSTS OF THE PREPARATION AND REVIEW OF ANY FILING WITH ANY
GOVERNMENTAL AUTHORITY, AND THE PARTIES SHALL EQUALLY SHARE THE COST OF ANY
FILING FEES OR OTHER CHARGES PAYABLE TO ANY GOVERNMENTAL AUTHORITY IN CONNECTION
THEREWITH.
SELLER
55
AND BUYER SHALL HAVE THE RIGHT TO REVIEW IN ADVANCE ALL CHARACTERIZATIONS OF THE
INFORMATION RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WHICH
APPEAR IN ANY FILING MADE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY AND THE FILING PARTY SHALL CONSIDER IN GOOD FAITH ANY REVISIONS
REASONABLY REQUESTED BY THE NON-FILING PARTY.
6.7.5.
BUYER SHALL HAVE THE PRIMARY RESPONSIBILITY FOR SECURING THE
TRANSFER, REISSUANCE OR PROCUREMENT OF THE PERMITS AND ENVIRONMENTAL PERMITS
EFFECTIVE AS OF THE CLOSING DATE.
SELLER SHALL COOPERATE WITH BUYER'S EFFORTS
IN THIS REGARD AND ASSIST IN ANY TRANSFER OR REISSUANCE OF A PERMIT OR
ENVIRONMENTAL PERMIT HELD BY SELLER OR THE PROCUREMENT OF ANY OTHER PERMIT OR
ENVIRONMENTAL PERMIT WHEN SO REQUESTED BY BUYER.
IN THE EVENT THAT BUYER IS
UNABLE, DESPITE ITS COMMERCIALLY REASONABLE EFFORTS, TO OBTAIN A TRANSFER OR
REISSUANCE OF ONE OR MORE OF THE PERMITS OR ENVIRONMENTAL PERMITS AS OF THE
CLOSING DATE, BUYER MAY USE THE APPLICABLE PERMIT OR ENVIRONMENTAL PERMIT ISSUED
TO SELLER, PROVIDED (I) SUCH USE IS NOT UNLAWFUL; (II) BUYER NOTIFIES SELLER
PRIOR TO THE CLOSING DATE;