with all of such Excluded Liabilities
remaining as obligations of Seller or an Affiliate of Seller, as applicable:
2.4.1.
ALL EXCLUDED ENVIRONMENTAL LIABILITIES;
2.4.2.
ALL SPENT NUCLEAR FUEL FEES AND ALL LIABILITIES UNDER THE STANDARD
SPENT FUEL DISPOSAL CONTRACT;
2.4.3.
ALL LIABILITIES ASSOCIATED WITH THE SALE OF ELECTRICITY GENERATED AT
THE ZION STATION AND SOLD ON OR PRIOR TO THE CLOSING DATE;
2.4.4.
ALL LIABILITIES, EXCEPT FOR THE PERFORMANCE OF DECOMMISSIONING,
RELATED TO THE SWITCHYARD;
2.4.5.
ALL LIABILITIES RELATED TO THE NEW VAR FACILITY AFTER COMPLETION OF
ALL REQUIRED DECOMMISSIONING AND OTHER REQUIRED WORK RELATED TO THAT PORTION OF
THE ZION STATION SITE;
2.4.6.
ALL LIABILITIES, EXCEPT FOR DECOMMISSIONING AND OTHER REQUIRED WORK,
RELATING TO ANY OTHER MUTUALLY AGREED-UPON IMPROVEMENTS RETAINED BY SELLER;
2.4.7.
ALL LIABILITIES RELATED TO SPENT NUCLEAR FUEL AND THE ISFSI ISLAND
AFTER THE EARLIER OF (I) THE TRANSFER OFF SITE OF THE SPENT NUCLEAR FUEL OR
(II) THE PUT OPTION CLOSING, AND ALL LIABILITIES RELATING TO THE ULTIMATE
DISPOSITION OF SPENT NUCLEAR FUEL IN THE ISFSI ISLAND AND THE DECOMMISSIONING OF
THE ISFSI ISLAND;
2.4.8.
ALL LIABILITIES, IF ANY, FOR THE REGULATORY, CONTRACTUAL AND
FINANCIAL RESPONSIBILITY FOR TRANSFERRING SPENT NUCLEAR FUEL TO ANOTHER SITE;
26
2.4.9.
ALL POTENTIAL REFUND OBLIGATIONS OF COMED OR SELLER TO COMED
CUSTOMERS FOR QDF OR NDF FUNDS WITHDRAWN FOR COSTS AND EXPENSES INCURRED BY
SELLER AND/OR ITS AFFILIATES BEFORE THE CLOSING DATE, OTHER THAN FOR COSTS AND
EXPENSES PAID TO BUYER OR BUYER'S PARENT OR THEIR AFFILIATES OR CONTRACTORS
(INCLUDING REFUND OBLIGATIONS ARISING IF SUCH COSTS AND EXPENSES ARE DETERMINED
TO NOT HAVE BEEN PRUDENTLY INCURRED OR OTHERWISE TO BE INAPPROPRIATE);
2.4.10.
ALL LIABILITIES RELATING TO THE ZION ASSETS OR THE ZION STATION SITE
ARISING AFTER THE EARLIER OF THE PUT OPTION CLOSING OR THE TERMINATION OF THE
NRC LICENSES AFTER COMPLETION OF DECOMMISSIONING, OTHER THAN LIABILITIES
ATTRIBUTABLE TO ANY ACT OR OMISSION BY BUYER OR BUYER'S PARENT OR THEIR
AFFILIATES OR THEIR RESPECTIVE ITS CONTRACTORS IN THE PERFORMANCE OF WORK
REQUIRED TO ACHIEVE END-STATE CONDITIONS;
2.4.11.
ANY LIABILITIES IN RESPECT OF ANY EXCLUDED ASSETS OR OTHER ASSETS OF
SELLER WHICH ARE NOT ZION ASSETS;
2.4.12.
ANY LIABILITIES FOR TAXES ATTRIBUTABLE TO THE OWNERSHIP, SALE,
POSSESSION, OPERATION, MAINTENANCE OR USE OF THE ZION ASSETS OR THE ZION STATION
SITE (INCLUDING ANY WITHHOLDING TAXES IMPOSED ON SELLER WITH RESPECT TO THE
TRANSFERRED EMPLOYEES) FOR TAXABLE PERIODS, OR PORTIONS THEREOF, ENDING BEFORE
THE CLOSING DATE, AND INCOME TAXES IMPOSED ON SELLER ARISING FROM THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT FOR TAXES FOR WHICH BUYER IS
LIABLE PURSUANT TO SECTION 3.3 OR 6.9 AND TAXES FOR WHICH BUYER IS RESPONSIBLE
UNDER THE LEASE AGREEMENT;
2.4.13.
ANY LIABILITIES ARISING UNDER OR ATTRIBUTED TO PERFORMANCE, OR
FAILURE OF PERFORMANCE, BY SELLER UNDER ANY OF SELLER'S AGREEMENTS, REAL
PROPERTY AGREEMENTS, TRANSFERABLE PERMITS OR ANY OF THE NON-MATERIAL CONTRACTS
PRIOR TO THE CLOSING DATE;
2.4.14.
ANY LIABILITIES FOR ANY MONETARY FINES OR PENALTIES IMPOSED BY A
GOVERNMENTAL AUTHORITY WITH RESPECT TO THE ZION ASSETS TO THE