CORPORATE NAMES OR LOGOS, OR ANY PART, DERIVATIVE OR
COMBINATION THEREOF AND ANY REGISTRATIONS THEREOF;
2.2.11.
ALL TARIFFS, AGREEMENTS AND ARRANGEMENTS TO WHICH SELLER IS A PARTY
OR HAS AN INTEREST FOR THE PURCHASE OR SALE OF ELECTRIC CAPACITY AND/OR ENERGY
OR FOR THE PURCHASE OR SALE OF TRANSMISSION OR ANCILLARY SERVICES;
2.2.12.
THE RIGHTS OF SELLER IN AND TO ANY CAUSES OF ACTION, CLAIMS AND
DEFENSES AGAINST THIRD PARTIES (INCLUDING INDEMNIFICATION AND CONTRIBUTION)
ARISING OUT OF OR RELATING TO (I) ANY REAL PROPERTY OR PERSONAL PROPERTY,
PERMITS, TAXES, REAL PROPERTY AGREEMENTS, SELLER'S AGREEMENTS, OR THE
NON-MATERIAL CONTRACTS, IF ANY, INCLUDING ANY CLAIMS FOR REFUNDS (INCLUDING
REFUNDS OF PREVIOUSLY PAID DEPARTMENT OF ENERGY DECOMMISSIONING AND
DECONTAMINATION FEES), PREPAYMENTS, OFFSETS, RECOUPMENT, INSURANCE PROCEEDS,
INSURANCE PREMIUM REFUNDS, RETROSPECTIVE PREMIUM ADJUSTMENTS, REFUNDS, REBATES,
CONDEMNATION AWARDS, JUDGMENTS AND THE LIKE, WHETHER RECEIVED AS PAYMENT OR
CREDIT AGAINST FUTURE LIABILITIES, RELATING TO THE ZION ASSETS (INCLUDING,
WITHOUT LIMITATION, THE FACILITIES) OR THE ZION STATION SITE) AND TO THE EXTENT
RELATING TO ANY PERIOD (OR PORTION THEREOF) PRIOR TO THE CLOSING DATE; (II) THE
EXCLUDED ASSETS; OR (III) THE EXCLUDED LIABILITIES;
2.2.13.
ANY AND ALL OF SELLER'S RIGHTS IN ANY CONTRACT REPRESENTING AN
INTERCOMPANY TRANSACTION BETWEEN SELLER AND AN AFFILIATE OF SELLER, WHETHER OR
NOT SUCH TRANSACTION RELATES TO THE PROVISION OF GOODS AND SERVICES, PAYMENT
ARRANGEMENTS, INTERCOMPANY CHARGES OR BALANCES, OR THE LIKE;
2.2.14.
TO THE EXTENT NOT OTHERWISE PROVIDED FOR IN THIS SECTION 2.2, ANY
REFUND OR CREDIT (I) RELATED TO TAXES PAID BY SELLER WITH RESPECT TO PERIODS (OR
PORTIONS THEREOF) THAT END ON OR PRIOR TO THE CLOSING DATE WITH RESPECT TO THE
ZION ASSETS, WHETHER SUCH REFUND IS RECEIVED AS A PAYMENT OR AS A CREDIT AGAINST
FUTURE TAXES; OR (II) ARISING UNDER ANY AGREEMENT WHICH IS PART OF THE ZION
ASSETS AND RELATING TO A PERIOD (OR PORTION THEREOF) ENDING ON OR PRIOR TO THE
CLOSING DATE, BUT ONLY TO THE EXTENT PAID BY SELLER;
2.2.15.
ALL BOOKS, OPERATING RECORDS, LICENSING RECORDS, QUALITY ASSURANCE
RECORDS, PURCHASING RECORDS, AND EQUIPMENT REPAIR, MAINTENANCE OR SERVICE
RECORDS RELATING EXCLUSIVELY TO THE DESIGN, CONSTRUCTION, LICENSING OR OPERATION
OF THE FACILITIES, OPERATING, SAFETY AND MAINTENANCE MANUALS, INSPECTION
REPORTS, ENVIRONMENTAL ASSESSMENTS, ENGINEERING DESIGN PLANS, DOCUMENTS,
BLUEPRINTS AND AS BUILT PLANS,
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SPECIFICATIONS, PROCEDURES AND OTHER SIMILAR ITEMS OF SELLER, WHEREVER LOCATED,
RELATING PRIMARILY TO THE EXCLUDED ASSETS OR THE EXCLUDED LIABILITIES, WHETHER
EXISTING IN HARD COPY OR MAGNETIC OR ELECTRONIC FORM;
2.2.16.
ALL OTHER ASSETS OF SELLER AND ITS AFFILIATES NOT CONSTITUTING AN
INTEREST IN THE ZION ASSETS; AND
2.2.17.
THE OTHER ASSETS OF SELLER AND ITS AFFILIATES LISTED ON SCHEDULE
2.2.17.
2.3.
ASSUMED LIABILITIES AND OBLIGATIONS.
On the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption
Agreement pursuant to which Buyer shall assume and agree to pay, perform and
discharge when due, all of the Liabilities of Seller that relate to the Zion
Assets or are otherwise specified below, other than the Excluded Liabilities
(collectively, "Assumed Liabilities"), including:
2.3.1.
ALL LIABILITIES