OBLIGATIONS OF
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SELLER OF ANY NATURE, FIXED OR CONTINGENT, KNOWN OR UNKNOWN, RELATING TO THE
FACILITY OR OTHERWISE (THE "RETAINED LIABILITIES"), INCLUDING THE FOLLOWING:
(I)
ALL LIABILITIES AND OBLIGATIONS ARISING OUT OF OR RELATING TO THE
RETAINED ASSETS;
(II)
ALL LIABILITIES AND OBLIGATIONS TO COMPLY WITH THE ASSIGNED
PERMITS IN CONNECTION WITH THE OPERATION OF THE FACILITY PRIOR TO THE CLOSING;
(III)
ALL LIABILITIES AND OBLIGATIONS ARISING OUT OF THE OWNERSHIP OF
THE ASSIGNED INTELLECTUAL PROPERTY PRIOR TO THE CLOSING;
(IV)
ALL LIABILITIES AND OBLIGATIONS OF SELLER FOR ANY FEDERAL, STATE,
LOCAL OR FOREIGN TAXES FOR ANY PERIODS PRIOR TO THE CLOSING WHETHER OR NOT
RELATING TO THE FACILITY, INCLUDING LIABILITY FOR ANY TAX ADJUSTMENT RELATING TO
A PERIOD PRIOR TO THE CLOSING THAT ARISES AFTER THE CLOSING DATE AND SELLER'S
SHARE OF ANY PRORATED TAXES AS PROVIDED IN SECTION 14.06 BELOW;
(V)
ALL OF SELLER'S OR ITS AFFILIATES' LIABILITIES AND OBLIGATIONS FOR
SEAMS ELIMINATION COST/CHARGE ADJUSTMENT/ASSIGNMENT (SECA) CHARGES UNDER THE
ELECTRIC INTERCONNECTION AGREEMENT OR OTHERWISE;
(vi)
all liabilities and obligations arising or accruing under the
Assigned Contracts prior to the Closing; and
(vii)
all other liabilities and obligations arising out of the ownership
or operation of the Facility accruing prior to the Closing.
(C)
THIS SECTION 2.05 IS NOT INTENDED TO AND SHALL NOT BENEFIT ANY
PERSON OTHER THAN SELLER AND PURCHASER.
(D)
ALL OF THE RETAINED LIABILITIES SHALL REMAIN AND BE THE DEBTS,
OBLIGATIONS AND LIABILITIES OF SELLER, AND PURCHASER SHALL HAVE NO LIABILITY OR
RESPONSIBILITY FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES ARISING
THEREFROM.
2.06
SALES AND TRANSFER TAXES.
(A) PURCHASER AND SELLER SHALL EACH PAY
ONE-HALF OF
THE COST OF ANY REAL PROPERTY TRANSFER OR SIMILAR TAX IMPOSED BY
ANY GOVERNMENTAL AUTHORITY WHICH ARISES OUT OF THE TRANSFER OR RECORDATION OF
THE REAL PROPERTY; AND (B) PURCHASER SHALL PAY ALL OTHER TRANSFER, SALES,
PURCHASE, USE, VALUE ADDED, EXCISE OR SIMILAR TAXES IMPOSED BY ANY GOVERNMENTAL
AUTHORITY WHICH ARISES OUT OF THE TRANSFER OF ANY OF THE OTHER PURCHASED ASSETS.
2.07
ALLOCATION OF PURCHASE PRICE.
THE PURCHASE PRICE SHALL BE
ALLOCATED AMONG THE PURCHASED ASSETS IN ACCORDANCE WITH SCHEDULE 2.07.
EACH
PARTY SHALL COMPLETE IRS FORM 8594 CONSISTENTLY WITH SUCH ALLOCATION AND
COOPERATE WITH THE OTHER PARTY IN THE PREPARATION OF FORM 8594 AND FURNISH THE
OTHER PARTY WITH A COPY OF SUCH FORM PREPARED IN DRAFT FORM, WITHIN A REASONABLE
PERIOD BEFORE THE FILING DUE DATE OF SUCH FORM, AND NEITHER SELLER NOR PURCHASER
SHALL FILE ANY TAX RETURN OR TAKE A POSITION WITH A TAX AUTHORITY THAT IS
INCONSISTENT WITH SUCH ALLOCATION.
IF SELLER AND PURCHASER ARE NOT ABLE TO
AGREE AS TO THE ALLOCATION OF THE PURCHASE PRICE, THEN EACH PARTY SHALL MAKE ITS
OWN ALLOCATION OF THE PURCHASE PRICE AND FILE IRS FORM 8594 AS IT SHALL
DETERMINE.
2.08
PARENT GUARANTY.
ON THE DATE HEREOF, THE GUARANTOR HAS EXECUTED
AND DELIVERED TO PURCHASER THE PARENT GUARANTY.
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ARTICLE III
CLOSING AND CLOSING DATE DELIVERIES
3.01
CLOSING.
THE TERM "CLOSING"