AS OF THE CLOSING DATE;
7.2.5.
SELLER SHALL HAVE RECEIVED A CERTIFICATE FROM AN AUTHORIZED OFFICER
OF BUYER, BUYER'S PARENT AND GUARANTOR, DATED THE CLOSING DATE, TO THE EFFECT
THAT, TO SUCH OFFICER'S OR OFFICERS' KNOWLEDGE, THE CONDITIONS SET FORTH IN
SECTIONS 7.2.3, 7.2.4, AND 7.2.9 HAVE BEEN SATISFIED BY BUYER AND BUYER'S
PARENT;
7.2.6.
BUYER, BUYER'S PARENT AND GUARANTOR SHALL HAVE DELIVERED, OR CAUSED
TO BE DELIVERED, TO SELLER AT THE CLOSING, BUYER'S, BUYER'S PARENT'S AND
GUARANTOR'S CLOSING DELIVERIES DESCRIBED IN SECTION 3.5;
7.2.7.
SELLER SHALL HAVE WITHDRAWN FROM THE NDF THE FUNDS SELLER IS
PERMITTED TO WITHDRAW PURSUANT TO SECTION 6.12.2;
7.2.8.
THE NDF SHALL RETAIN AGGREGATE ASSETS EQUAL TO THE SUM REQUIRED BY
SECTION 6.12.3 AFTER GIVING EFFECT TO THE TRANSFERS CONTEMPLATED BY
SECTION 6.12.4;
7.2.9.
SINCE THE DATE HEREOF, NO BUYER MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED AND BE CONTINUING; NO OTHER EVENT SHALL HAVE OCCURRED OR OTHER
CONDITION SHALL EXIST THAT CONSTITUTES AN EVENT OF DEFAULT OR, BUT FOR THE
GIVING OF NOTICE OR THE PASSAGE OF TIME OR DETERMINATION OF ARBITRATOR, COULD
CONSTITUTE AN EVENT OF DEFAULT.
7.2.10.
A PERSON DESIGNATED BY SELLER SHALL HAVE BEEN APPOINTED TO THE BOARD
OF MANAGERS OF BUYER;
7.2.11.
BUYER'S PARENT SHALL HAVE PLEDGED ITS EQUITY INTEREST IN BUYER,
PURSUANT TO THE PLEDGE AGREEMENT, AS SECURITY FOR ITS OBLIGATIONS UNDER THE
PERFORMANCE GUARANTY, AND IT SHALL HAVE OBTAINED ANY CONSENTS AS MAY BE REQUIRED
FOR THE CREATION OF THIS SECURITY INTEREST, AND SELLER'S SECURITY INTEREST SHALL
HAVE ATTACHED AND SHALL BE A PERFECTED SECURITY INTEREST IN THE ENTIRE EQUITY
INTEREST IN BUYER;
7.2.12.
THE IRREVOCABLE LETTER OF CREDIT IN AN AMOUNT NOT LESS THAN $200
MILLION (I) SHALL BE IN THE FORM OF THE ATTACHMENT TO THE CREDIT SUPPORT
AGREEMENT OR A FORM OTHERWISE ACCEPTABLE TO SELLER, AND (II) SHALL BE ISSUED BY
A QUALIFIED INSTITUTION;
7.2.13.
BUYER SHALL HAVE CREATED THE BUYER BACKUP NDT, AND THE DISPOSAL
CAPACITY ASSET SHALL HAVE BEEN CONTRIBUTED TO THE BUYER BACKUP NDT;
72
7.2.14.
ALL APPLICABLE WAITING PERIODS UNDER THE HSR ACT RELATING TO THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE EXPIRED OR BEEN
TERMINATED; AND
7.2.15.
THE ANCILLARY AGREEMENTS SHALL BE IN FULL FORCE AND EFFECT AS OF THE
CLOSING DATE.
8.
INDEMNIFICATION
8.1.
INDEMNIFICATION.
8.1.1.
FOLLOWING THE CLOSING, BUYER, BUYER'S PARENT AND GUARANTOR, JOINTLY
AND SEVERALLY, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES (INCLUDING COMED) AND AGENTS (EACH, A "SELLER
INDEMNITEE") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES,
LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, THE COSTS AND EXPENSES OF ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS, ASSESSMENTS, JUDGMENTS, SETTLEMENTS AND COMPROMISES RELATING
THERETO AND REASONABLE ATTORNEYS' FEES AND REASONABLE DISBURSEMENTS IN
CONNECTION THEREWITH) (EACH, AN "INDEMNIFIABLE LOSS"), ASSERTED AGAINST OR
SUFFERED BY ANY SELLER INDEMNITEE RELATING TO, RESULTING FROM OR ARISING OUT OF
(I) ANY BREACH BY BUYER, BUYER'S PARENT OR GUARANTOR OF ANY OF THE
REPRESENTATIONS AND WARRANTIES OF BUYER, BUYER'S PARENT OR GUARANTOR