LIENS FOR CONSTRUCTION IN PROGRESS
AND WORKMEN'S, REPAIRMEN'S, WAREHOUSEMEN'S AND CARRIER'S LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS SECURING OBLIGATIONS NOT YET DUE.
"Permitted Real Estate Exceptions" has the meaning set forth in Section 6.01(a).
"Person" shall mean any natural person, corporation, limited liability company,
partnership, joint venture, trust, association or unincorporated entity of any
kind and any Governmental Authority or instrumentality.
"Phase I Environmental Site Assessment" has the meaning set forth in Section
5.04.
"Properties" has the meaning set forth in clause (iii) of definition of
Purchased Assets.
"Proration Period" has the meaning set forth in Section 2.05.
"Purchase Price" has the meaning set forth in Section 2.02.
"Purchased Assets" shall mean the following described assets, rights and
properties owned by Seller or in which Seller has an interest as of the date
hereof or may prior to the Closing Date acquire an interest, and used
exclusively in connection with the Facility, except for the Retained Assets:
(I)
THE DEPOSITS AND ADVANCES, PREPAID EXPENSES AND OTHER PREPAID
ITEMS OF SELLER UNDER ANY OF THE PURCHASED CONTRACTS;
6
(II)
EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE I, ALL INVENTORIES
(INCLUDING INVENTORIES OF RAW MATERIALS, WORK-IN-PROGRESS AND FINISHED GOODS),
THE TANGIBLE ASSETS, MACHINERY AND EQUIPMENT (INCLUDING THE METERING EQUIPMENT
LOCATED ON THAT PORTION DESIGNATED AS PROPERTY OF "DPL ENERGY" ON THE
SINGLE-LINE DIAGRAM ATTACHED HERETO AS EXHIBIT C, TURBINE GENERATOR UNITS, GAS
FUEL CONDITIONING FACILITY, TRANSFORMERS AND OTHER ELECTRICAL SWITCHGEAR, PUMPS,
PIPING AND FITTINGS, AND INCLUDING ALSO THE FUEL FORWARDING SKIDS MOVED TO THE
FACILITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN), TOOLS, DIES,
MOLDS, SPARE PARTS AS SET FORTH ON SCHEDULE IA, VEHICLES, TRANSPORTATION
EQUIPMENT, FURNITURE AND OFFICE EQUIPMENT, CONSTRUCTION-IN-PROGRESS, COMPUTER
HARDWARE AND COMPUTER SOFTWARE LOCATED AT THE FACILITY, LUBRICANTS, CHEMICALS,
FLUIDS, AND OILS OWNED BY SELLER LOCATED ON THE PROPERTIES OR OTHERWISE HELD OR
USED IN THE OWNERSHIP, OPERATION, MAINTENANCE OR REPAIR OF THE PROPERTIES,
FACILITY OR INVENTORY OR IN THE PURSUIT OF TRANSACTIONS UNDER THE PURCHASED
CONTRACTS ("INVENTORY");
(III)
(A) THE SELLER'S RIGHTS, TITLE AND INTEREST IN AND TO THE REAL
PROPERTIES (INCLUDING EASEMENTS, RIGHTS-OF-WAY AND WATER RIGHTS) DESCRIBED IN
SCHEDULE II ("REAL PROPERTY") TOGETHER WITH ALL BUILDINGS, OTHER IMPROVEMENTS,
FIXTURES AND APPURTENANCES, AND ALL OTHER RIGHTS, PRIVILEGES AND ENTITLEMENTS
THEREUNTO BELONGING OR APPERTAINING AND (B) SELLER'S RIGHT, TITLE, AND INTEREST
IN AND TO THE REAL PROPERTY LEASES DESCRIBED IN SCHEDULE III (TOGETHER WITH THE
REAL PROPERTY, THE "PROPERTIES");
(IV)
THE SELLER'S RIGHTS, TITLE AND INTEREST IN AND UNDER THE PURCHASED
CONTRACTS AND ANY CLAIMS THEREUNDER;
(V)
THE SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING
INTELLECTUAL PROPERTY TO THE EXTENT RELATED TO THE PURCHASED ASSETS: COPYRIGHTS,
COPYRIGHT REGISTRATIONS, COPYRIGHT APPLICATIONS; PATENT RIGHTS (INCLUDING ISSUED
PATENTS, APPLICATIONS, DIVISIONS, CONTINUATIONS AND CONTINUATIONS-IN-PART,
REISSUES, PATENTS OF ADDITION, UTILITY MODELS AND INVENTORS' CERTIFICATES);
TRADE SECRETS, PROPRIETARY MANUFACTURING INFORMATION AND INVENTIONS, DRAWINGS
AND DESIGNS; CUSTOMER AND VENDOR LISTS, THE GOODWILL ASSOCIATED WITH ANY OF THE
FOREGOING AND THE RIGHTS OF SELLER AS LICENSEE UNDER LICENSES WITH RESPECT TO