CLOSING WILL HAVE, ALL REQUISITE AUTHORITY TO CAUSE THE
ASSETS OF THE QDF TO BE TRANSFERRED TO THE TRUSTEE OF THE BUYER'S POST-CLOSING
DECOMMISSIONING TRUST AGREEMENT.
4.16.4.
WITH RESPECT TO ALL PERIODS PRIOR TO THE CLOSING DATE, (I) SELLER
AND/OR THE TRUSTEE OF THE QDF HAS/HAVE FILED OR CAUSED TO BE FILED WITH THE NRC
AND ANY OTHER GOVERNMENTAL AUTHORITY ALL MATERIAL FORMS, STATEMENTS, REPORTS,
DOCUMENTS (INCLUDING ALL EXHIBITS, AMENDMENTS AND SUPPLEMENTS THERETO) REQUIRED
TO BE FILED BY SUCH ENTITIES; AND (II) THERE ARE NO INTERIM RATE ORDERS THAT MAY
BE RETROACTIVELY ADJUSTED OR RETROACTIVE ADJUSTMENTS TO INTERIM RATE ORDERS THAT
MATERIALLY MAY AFFECT AMOUNTS THAT BUYER MAY CONTRIBUTE TO THE QDF OR MAY
REQUIRE DISTRIBUTIONS TO BE MADE FROM THE QDF.
SELLER HAS DELIVERED TO BUYER A
COPY OF THE REVISED
40
SCHEDULE OF RULING AMOUNTS MOST RECENTLY ISSUED BY THE IRS FOR THE QDF AND A
COMPLETE COPY OF THE REQUEST THAT WAS FILED WITH THE IRS TO OBTAIN SUCH SCHEDULE
OF RULING AMOUNTS AND A COPY OF ANY PENDING REQUEST FOR REVISED SCHEDULE OF
RULING AMOUNTS, IN EACH CASE TOGETHER WITH ALL EXHIBITS, AMENDMENTS AND
SUPPLEMENTS THERETO.
ANY AMOUNTS CONTRIBUTED TO THE QDF WHILE SUCH RULING
REQUEST IS PENDING BEFORE THE IRS AND WHICH ARE FINALLY DETERMINED TO EXCEED THE
APPLICABLE AMOUNTS PROVIDED IN THE SCHEDULE OF RULING AMOUNTS ISSUED BY THE IRS
WILL BE WITHDRAWN FROM SUCH FUND WITHIN THE PERIOD PROVIDED IN TREASURY REG.
1.468A-5(C)(2)(I).
4.16.5.
SCHEDULE 4.16 SETS FORTH A STATEMENT OF ASSETS OF THE QDF AS OF AS OF
THE MOST RECENT AVAILABLE DATE AND SUCH STATEMENT PRESENTS FAIRLY IN ALL
MATERIAL RESPECTS AS OF SUCH DATE THE FAIR MARKET VALUE OF THE ASSETS OF THE
QDF.
THERE ARE NO ENCUMBRANCES FOR TAXES AFFECTING THE ASSETS OF THE QDF OTHER
THAN PERMITTED ENCUMBRANCES.
4.16.6.
WITH RESPECT TO ALL TAXABLE PERIODS ENDING PRIOR TO THE CLOSING DATE,
THE QDF HAS FILED ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED, INCLUDING
RETURNS FOR ESTIMATED INCOME TAXES, SUCH TAX RETURNS ARE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS, AND ALL TAXES SHOWN TO BE DUE ON SUCH TAX
RETURNS HAVE BEEN PAID IN FULL.
EXCEPT AS SHOWN IN SCHEDULE 4.16, NO NOTICE OF
DEFICIENCY OR ASSESSMENT HAS BEEN RECEIVED FROM ANY TAXING AUTHORITY WITH
RESPECT TO ANY LIABILITY FOR TAXES OF THE QDF WHICH HAVE NOT BEEN FULLY PAID OR
FINALLY SETTLED, AND ANY SUCH DEFICIENCY SHOWN IN SUCH SCHEDULE 4.16 IS BEING
CONTESTED IN GOOD FAITH THROUGH APPROPRIATE PROCEEDINGS.
4.17.
NDF.
4.17.1.
WITH RESPECT TO ALL PERIODS PRIOR TO THE CLOSING DATE, THE NDF 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. THE NDF IS IN FULL
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS OF THE NRC.
THE
NDF IS CLASSIFIED AS A GRANTOR TRUST OWNED BY SELLER UNDER SECTIONS 671 THROUGH
677 OF THE CODE.
4.17.2.
SUBJECT ONLY TO THE REQUIRED REGULATORY APPROVALS,