NOTICES TO AND, IF REQUIRED BY THE
TERMS THEREOF AND SUBJECT TO THE TERMS OF THIS AGREEMENT, CONSENTS BY OTHER
PERSONS WHICH ARE PARTIES TO THE ZION SOLUTIONS' AGREEMENTS, NON-MATERIAL
CONTRACTS, AND TRANSFERABLE PERMITS;
3.4.4.
THE PUT OPTION BILL OF SALE AND ALL SUCH OTHER
INSTRUMENTS OF ASSIGNMENT, TRANSFER OR CONVEYANCE AS SHALL, IN THE REASONABLE
OPINION OF EXELON AND ITS COUNSEL, BE NECESSARY OR DESIRABLE TO TRANSFER THE PUT
OPTION ASSETS IN ACCORDANCE WITH THIS AGREEMENT AND WHERE NECESSARY OR DESIRABLE
IN RECORDABLE FORM; AND
3.4.5.
SUCH OTHER AGREEMENTS, CONSENTS, DOCUMENTS, INSTRUMENTS
AND WRITINGS AS ARE REQUIRED TO BE DELIVERED BY ZION SOLUTIONS AT OR PRIOR TO
THE PUT OPTION CLOSING DATE PURSUANT TO THIS AGREEMENT OR OTHERWISE REASONABLY
REQUIRED IN CONNECTION HEREWITH.
3.5.
DELIVERIES BY EXELON.
At the Put Option Closing, Exelon will deliver, or cause to be delivered, the
following to Zion Solutions:
3.5.1.
THE PURCHASE PRICE;
3.5.2.
THE PUT OPTION ASSIGNMENT AND ASSUMPTION AGREEMENT AND
ALL SUCH OTHER INSTRUMENTS OF ASSUMPTION AS SHALL, IN THE REASONABLE OPINION OF
ZION SOLUTIONS AND ITS COUNSEL, BE NECESSARY FOR EXELON TO ASSUME THE PUT OPTION
LIABILITIES IN ACCORDANCE WITH THIS AGREEMENT; AND
3.5.3.
COPIES OF ANY AND ALL GOVERNMENTAL AND OTHER THIRD
PARTY CONSENTS, WAIVERS OR APPROVALS OBTAINED BY EXELON WITH RESPECT TO THE
TRANSFER OF THE PUT OPTION ASSETS, OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
4.
REPRESENTATIONS AND WARRANTIES OF ZION
SOLUTIONS
4.1.
TITLE TO PUT OPTION ASSETS
Zion Solutions represents and warrants to Exelon that at the Put Option Closing
Date, Zion Solutions will hold an undivided interest in the Put Option Assets
free and clear of all Encumbrances, except Permitted Encumbrances.
4.2
Buyer QDF
With respect to all periods prior to the Put Option Closing Date: (i) the Buyer
QDF is a trust, validly existing under the laws of the State of Illinois with
all requisite authority to conduct its affairs as it now does; (ii) the Buyer
QDF satisfies all requirements necessary for such fund to be treated as a
nuclear decommissioning fund as defined in Treas. Reg. Section 1.468A-1(b)(3);
(iii) the Buyer QDF is in compliance in all material respects with all
applicable Laws of the NRC and any other Governmental Authority and has not
engaged in any acts of "self-dealing" as defined in Treas. Reg. §
1.468A-5(b)(2); and (iv) no "excess contribution," as
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defined in Treas. Reg. § 1.468A-5(c)(2)(ii), has been made to the QDF which has
not been withdrawn within the period provided under Treas. Reg. §
1.468A-5(c)(2)(i). Subject only to the Required Regulatory Approvals, Zion
Solutions and the Trustee of the Buyer QDF have, or as of the Put Option Closing
will have, all requisite authority to cause the assets of the Buyer QDF to be
transferred to the Trustee of a QDF or NDF established by Exelon.
5.
COVENANTS OF THE PARTIES
5.1.
CONDUCT OF ZION SOLUTIONS.
DURING THE PERIOD FROM THE CLOSING DATE TO THE PUT OPTION CLOSING DATE, ZION
SOLUTIONS SHALL:
5.1.1.