such year.
"Tax Abatement Agreement" has the meaning set forth in Section 7.14(c).
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"Taxes" shall mean all taxes, charges, fees, duties (including custom duties),
levies or other assessments, including income, commercial activity, gross
receipts, net proceeds, capital gains, capital stock, ad valorem, turnover,
real, personal and other property (tangible and intangible), sales, use,
franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel,
excess profits, occupational, interest equalization, windfall profits, unitary,
license, payroll, environmental, disability, severance, employees' income
withholding, other withholding unemployment and Social Security taxes, duties,
assessments, charges (including recapture of tax items or benefits) and any
payments in lieu of taxes or fees pursuant to compensation agreements or
otherwise, which are imposed by, or pursuant to agreements with, any
Governmental Authority, and such term shall include any interest, penalties or
additions to tax attributable thereto.
"Tax Period" shall mean any period prescribed by any Governmental Authority for
which a Tax Return is required to be filed or a Tax is required to be paid.
"Tax Return" shall mean all returns and reports of or with respect to Taxes
required to be filed with any Governmental Authority or depository.
"TETCO" shall mean Texas Eastern Transmission Corporation.
"Threshold" has the meaning set forth in Section 12.02(b).
"Unassigned Contracts" has the meaning set forth in Section 14.02(b).
"Vectren" shall mean Vectren Energy Delivery of Ohio, Inc., Vectren Corporation,
and/or Indiana Gas Company, Inc., as the context requires.
1.02
INTERPRETATION.
UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE
REQUIRES, (A) WORDS OF ANY GENDER SHALL BE DEEMED TO INCLUDE EACH OTHER GENDER,
(B) WORDS USING THE SINGULAR OR PLURAL NUMBER SHALL ALSO INCLUDE THE PLURAL OR
SINGULAR NUMBER, RESPECTIVELY, (C) REFERENCES TO "HEREOF", "HEREIN", "HEREBY"
AND SIMILAR TERMS SHALL REFER TO THIS ENTIRE AGREEMENT; AND (D) ALL REFERENCES
IN THIS AGREEMENT TO ARTICLES, SECTIONS, SCHEDULES AND EXHIBITS SHALL MEAN AND
REFER TO ARTICLES, SECTIONS, SCHEDULES AND EXHIBITS OF THIS AGREEMENT, (E) ALL
REFERENCES TO STATUTES AND RELATED REGULATIONS SHALL INCLUDE ALL AMENDMENTS OF
THE SAME AND ANY SUCCESSOR OR REPLACEMENT STATUTES AND REGULATIONS, (F)
REFERENCES TO ANY PERSON SHALL BE DEEMED TO MEAN AND INCLUDE THE SUCCESSORS AND
PERMITTED ASSIGNS OF SUCH PERSON (OR, IN THE CASE OF A GOVERNMENTAL AUTHORITY,
PERSONS SUCCEEDING TO THE RELEVANT FUNCTIONS OF SUCH PERSON); AND (G) THE WORDS,
"INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
WORDS "WITHOUT LIMITATION."
1.03
KNOWLEDGE.
AS USED HEREIN THE TERMS "KNOWLEDGE" OR "BEST
KNOWLEDGE" SHALL HAVE THE SAME MEANING AND SHALL MEAN THE ACTUAL KNOWLEDGE OF
GARY STEPHENSON, VICE PRESIDENT OF SELLER; MANDY GOUBEAUX, MANAGER, GENERATION
INVESTMENT PLANNING, DP&L, RANDALL GRIFFIN, CHIEF REGULATORY COUNSEL, DP&L, AND
CHRIS HERGENRATHER, TAX MANAGER OF DP&L, AS IT RELATES TO SELLER; AND PATRICK
O'LOUGHLIN AS IT RELATES TO PURCHASER, IN EACH INSTANCE AFTER DUE INQUIRY AND
REASONABLE INVESTIGATION.
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ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE,
ALLOCATION AND OTHER RELATED MATTERS
2.01
PURCHASE AND SALE.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF
THIS AGREEMENT, AT THE