THE EXTENT TRANSFERABLE, EXCEPT AS PROVIDED IN SECTION 2.2.7;
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2.1.12.
SUBJECT TO BUYER'S WRITTEN COMMITMENT TO SATISFY ITS INDEMNIFICATION
OBLIGATIONS UNDER SECTION 8.1, THE RIGHTS OF SELLER IN AND TO ANY CAUSES OF
ACTION, CLAIMS (INCLUDING, WITHOUT LIMITATION, RIGHTS UNDER INSURANCE POLICIES
TO PROCEEDS, REFUNDS OR DISTRIBUTIONS THEREUNDER PAID AFTER THE CLOSING DATE
WITH RESPECT TO PERIODS AFTER THE CLOSING DATE) AND DEFENSES AGAINST THIRD
PARTIES (INCLUDING INDEMNIFICATION AND CONTRIBUTION) RELATING TO ANY ASSUMED
LIABILITIES; AND
2.1.13.
ALL OTHER TANGIBLE ASSETS AND PROPERTIES OF EVERY KIND AND
DESCRIPTION AND WHEREVER LOCATED, OWNED BY SELLER AND RELATED SOLELY TO THE ZION
ASSETS.
2.2.
EXCLUDED ASSETS.
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement shall be construed as conferring on Buyer, Seller is not selling, and
Buyer is not acquiring, any right, title or interest in or to the following
specific assets which are hereby excluded from the sale and the definition of
Zion Assets (the "Excluded Assets"):
2.2.1.
THE LAND DESCRIBED IN THE LEASE AGREEMENT AS THE PREMISES (THE "REAL
PROPERTY");
2.2.2.
THE SPENT NUCLEAR FUEL;
2.2.3.
THE SWITCHYARD AND ALL FIXTURES, IMPROVEMENTS, EQUIPMENT AND
PERSONAL PROPERTY WITHIN THE SWITCHYARD AND ALL CONTROLS, CABLES AND OTHER
EQUIPMENT AND FIXTURES RELATING TO THE OPERATION OF THE SWITCHYARD BUT NOT
LOCATED WITHIN THE SWITCHYARD;
2.2.4.
THE SYNCHRONOUS CONDENSERS; PROVIDED THAT TITLE TO THE SYNCHRONOUS
CONDENSERS (OR APPROPRIATE PORTIONS THEREOF) SHALL PASS TO BUYER AS AND WHEN
SELLER GIVES WRITTEN NOTICE TO BUYER THAT THE SYNCHRONOUS CONDENSERS (OR
PORTIONS THEREOF) HAVE BEEN ABANDONED IN PLACE IN ACCORDANCE WITH SECTION 8.8 OF
THE LEASE AGREEMENT;
2.2.5.
THE NEW VAR FACILITY;
2.2.6.
CERTIFICATES OF DEPOSIT, SHARES OF STOCK, SECURITIES, BONDS,
DEBENTURES, EVIDENCES OF INDEBTEDNESS, SECURITY DEPOSITS, AND INTERESTS IN JOINT
VENTURES, PARTNERSHIPS, LIMITED LIABILITY COMPANIES AND OTHER ENTITIES RELATING
TO THE FACILITIES OR THE ZION STATION SITE, EXCEPT SUCH ASSETS COMPRISING THE
QDF OR THE NDF;
2.2.7.
ALL RIGHTS TO PREMIUM REFUNDS AND DISTRIBUTIONS MADE ON OR AFTER THE
CLOSING DATE WITH RESPECT TO PERIODS ON OR PRIOR TO THE CLOSING DATE UNDER
NUCLEAR INSURANCE POLICIES OF SELLER WITH ANI, INCLUDING ANY RIGHTS TO RECEIVE
PREMIUM REFUNDS, DISTRIBUTIONS AND CONTINUITY CREDITS WITH RESPECT TO PERIODS
PRIOR TO THE CLOSING DATE PURSUANT TO THE ANI NUCLEAR INDUSTRY CREDIT RATING
PLAN;
2.2.8.
SELLER'S POLICYHOLDER INTEREST UNDER ITS NEIL POLICIES, INCLUDING
RIGHTS TO ANY PREMIUM REFUNDS OR OTHER DISTRIBUTIONS MADE BEFORE, ON OR AFTER
THE CLOSING DATE;
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2.2.9.
ALL CASH, CASH EQUIVALENTS, BANK DEPOSITS, ACCOUNTS AND NOTES
RECEIVABLE (TRADE OR OTHERWISE), AND ANY INCOME, SALES, PAYROLL OR OTHER
RECEIVABLES RELATING TO TAXES, IN EACH CASE WHETHER OR NOT RELATING TO THE ZION
ASSETS, EXCEPT TO THE EXTENT SUCH ASSETS ARE INCLUDED IN THE QDF AND THE NDF
ASSETS TO BE TRANSFERRED, RESPECTIVELY, TO THE BUYER QDF AND THE BUYER NDF (AS
PROVIDED IN SECTION 6.12);
2.2.10.
THE RIGHTS OF SELLER AND ITS AFFILIATES TO THE NAMES "EXELON
GENERATION COMPANY" OR "EXELON" OR ANY RELATED OR SIMILAR TRADE NAMES,
TRADEMARKS, SERVICE MARKS,