OF THIS AGREEMENT DOES NOT,
AND THE PERFORMANCE BY SELLER OR ANY OF ITS AFFILIATES OF ITS OBLIGATIONS
HEREUNDER WILL NOT, REQUIRE SELLER OR ANY OF ITS AFFILIATES TO OBTAIN ANY
CONSENT, APPROVAL, AUTHORIZATION OR OTHER ACTION OF, OR MAKE ANY FILING WITH OR
GIVE ANY NOTICE TO, ANY GOVERNMENTAL AUTHORITY, EXCEPT (A) AS DISCLOSED IN
SCHEDULE 7.03, (B) PURSUANT TO THE APPLICABLE REQUIREMENTS OF THE HSR ACT, (C)
WHERE FAILURE TO OBTAIN SUCH CONSENTS, APPROVALS, AUTHORIZATIONS OR ACTIONS,
MAKE SUCH FILINGS OR GIVE SUCH NOTICES WOULD NOT HAVE A MATERIAL ADVERSE EFFECT
OR IMPAIR THE SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER IN ANY
MATERIAL RESPECT AND (D) AS MAY BE NECESSARY AS A RESULT OF ANY FACTS OR
CIRCUMSTANCES RELATING SOLELY TO PURCHASER.
7.04
BROKERS.
EXCEPT AS OTHERWISE SET FORTH IN SCHEDULE 7.04, NEITHER
THIS AGREEMENT NOR THE SALE OF THE PURCHASED ASSETS OR ANY OTHER TRANSACTION
CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR PROCURED THROUGH ANY PERSON ACTING
ON BEHALF OF, OR REPRESENTING, THE SELLER OR ANY OF ITS AFFILIATES AS BROKER,
FINDER, INVESTMENT BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
25
7.05
REQUIRED ASSETS.
EXCEPT FOR THE ITEMS SET FORTH ON SCHEDULE 7.05
AND THE RETAINED ASSETS, ALL OF THE MATERIAL RIGHTS, PROPERTIES AND ASSETS
REQUIRED BY THE SELLER IN CONNECTION WITH THE OWNERSHIP, OPERATION, MAINTENANCE,
AND REPAIR OF THE FACILITY, THE DELIVERY OF FUEL THERETO FROM THE COLUMBIA TAP
AND THE DELIVERY OF POWER AND ANCILLARY SERVICES THEREFROM TO THE SUBSTATION,
EACH AS OF THE DATE HEREOF, ARE (A) OWNED BY THE SELLER OR LICENSED OR LEASED TO
THE SELLER UNDER ONE OF THE PURCHASED CONTRACTS (EXCEPT AS OTHERWISE
CONTEMPLATED BY SECTION 14.02 HEREOF); AND (B) INCLUDED IN THE PURCHASED ASSETS.
7.06
CONTRACTS.
EXCEPT FOR THE PURCHASED CONTRACTS SET FORTH IN
SCHEDULE 7.06(A) (A COMPLETE COPY OF EACH OF WHICH HAS BEEN MADE AVAILABLE TO
PURCHASER), THE RETAINED CONTRACTS SET FORTH IN SCHEDULE 7.06(B) AND THE
ENTERPRISE ZONE AGREEMENT, COMPENSATION AGREEMENT, AND TAX INCENTIVE DONATION
AGREEMENT, SELLER IS NOT A PARTY TO, AND ITS PROPERTIES ARE NOT SUBJECT TO, ANY
CONTRACT MATERIALLY PERTAINING TO THE PURCHASED ASSETS THAT MEETS ANY OF THE
FOLLOWING DESCRIPTIONS AND HAS A TERM EXTENDING BEYOND THE ANTICIPATED CLOSING
DATE:
(A) CONTRACTS FOR THE PURCHASE, EXCHANGE, OR SALE OF ELECTRIC POWER OR
ANCILLARY SERVICES; (B) CONTRACTS FOR THE TRANSMISSION OF ELECTRIC POWER; (C)
WITH RESPECT TO THE FACILITY, INTERCONNECTION CONTRACTS, INCLUDING GENERATION
IMBALANCE AGREEMENTS AND SIMILAR AGREEMENTS WITH THE TRANSMISSION GRID OPERATOR;
(D) OTHER THAN CONTRACTS OF THE NATURE ADDRESSED BY CLAUSES (A), (B), AND (C) OF
THIS SECTION 7.06, CONTRACTS FOR THE SALE, LEASE, OR USE OF ANY PURCHASED ASSET
OR THAT GRANT A RIGHT OR OPTION TO PURCHASE, LEASE, OR USE ANY PURCHASED ASSET,
OR OTHERWISE INVOLVING A SHARING OF PROFITS, LOSSES, COSTS, OR LIABILITIES OF
THE PURCHASED ASSETS WITH ANY OTHER PERSON, OTHER THAN IN EACH CASE CONTRACTS
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES
WITH AN ANNUAL OR AGGREGATE COST