ACCOUNTANTS, EMPLOYEES,
OFFICERS, DIRECTORS, COUNSEL, ENVIRONMENTAL CONSULTANTS, FINANCIAL ADVISORS AND
OTHER AUTHORIZED REPRESENTATIVES OF ANY OF THE SELLER PARTIES AND THEIR
AFFILIATES.
7
(55)
"SITE" MEANS, COLLECTIVELY, THE OWNED REAL PROPERTY AND THE OTHER
REAL PROPERTY INTERESTS.
(56)
"SUBSIDIARY" MEANS ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY
COMPANY OR OTHER ENTITY IN WHICH ANY PERSON HAS DIRECT OR INDIRECT EQUITY OR
OWNERSHIP INTEREST THAT REPRESENTS FIFTY PERCENT (50%) OR MORE OF THE AGGREGATE
EQUITY OR OWNERSHIP INTEREST IN SUCH ENTITY, OR HAS THE POWER TO VOTE OR DIRECT
THE VOTING OF SUFFICIENT SECURITIES TO ELECT A MAJORITY OF THE DIRECTORS OR
GOVERNORS.
(57)
"TAXES" MEANS ALL TAXES, CHARGES, FEES, LEVIES, DUTIES, CUSTOMS,
TARIFFS, IMPORTS, PENALTIES, ASSESSMENTS OR OTHER OBLIGATIONS OF THE SAME OR OF
A SIMILAR NATURE TO ANY OF THE FOREGOING IMPOSED BY ANY FEDERAL, STATE OR LOCAL
OR FOREIGN TAXING AUTHORITY, INCLUDING, WITHOUT LIMITATION, INCOME OR PROFITS,
EXCISE, PROPERTY, SALES, TRANSFER, FRANCHISE, PAYROLL, WITHHOLDING,
UNEMPLOYMENT, SEVERANCE, USE, AD VALOREM, GROSS RECEIPTS, BUSINESS LICENSE,
OCCUPATION, STAMP, ENVIRONMENTAL, WORKERS' COMPENSATION, SOCIAL SECURITY OR
OTHER TAXES, INCLUDING ANY INTEREST, PENALTIES OR ADDITIONS ATTRIBUTABLE
THERETO, WHETHER DISPUTED OR NOT.
(58)
"TAX RETURN" MEANS ANY RETURN, DECLARATION, CLAIM FOR REFUND,
REPORT, INFORMATION RETURN OR OTHER DOCUMENT (INCLUDING ANY RELATED OR
SUPPORTING INFORMATION) SUPPLIED TO OR REQUIRED TO BE FILED WITH ANY TAXING
AUTHORITY WITH RESPECT TO TAXES.
(59)
"TRANSFERRING EMPLOYEE RECORDS" MEANS ALL PERSONNEL FILES RELATED
TO THE SELLERS' EMPLOYEES THAT PERTAIN TO (I) SENIORITY HISTORIES AND
(II) SALARY AND BENEFIT INFORMATION, BUT ONLY TO THE EXTENT DISCLOSURE OF SUCH
INFORMATION IS PERMITTED BY LAW.
(60)
"WHEATLAND OWNED REAL PROPERTY" MEANS THE REAL PROPERTY DESCRIBED
IN SCHEDULE 5.8 AND DESIGNATED THEREIN AS THE "WHEATLAND REAL PROPERTY",
TOGETHER WITH ALL RIGHTS, PRIVILEGES, INTERESTS, EASEMENTS AND APPURTENANCES NOW
OR HEREAFTER BELONGING OR IN ANY WAY PERTAINING TO SUCH REAL PROPERTY
(INCLUDING, WITHOUT LIMITATION, ANY MINERAL RIGHTS) AND ANY IMPROVEMENTS LOCATED
THEREON.
(B)
EACH OF THE FOLLOWING TERMS HAS THE MEANING SPECIFIED IN THE
SECTION SET FORTH OPPOSITE SUCH TERM:
Term
Section
Acquired Assets
2.1
(b)
AESC Transferred Assets
2.1
(a)
Assumed Contracts
2.1
(b)(iv)
Assumed Liabilities
2.3
Bankruptcy and Equity Exception
5.2
Benefit Plans
5.12
(a)
Buyers' Benefit Plans
7.10
(c)
Buyers Indemnified Party
9.1
(a)
Buyers-Initiated Start-Up
7.18
(a)
Buyers Required Regulatory Approvals
6.3
(b)
Capital Expenditures Statement
3.2
(b)
8
Term
Section
Closing
4.1
Closing Date
4.1
CPCN
6.3
(b)
Direct Claim
9.2
(c)
Environmental Permits
5.10
(a)(i)
ERISA Affiliate
5.12
(a)
Excluded Assets
2.2
Excluded Liabilities
2.4
FERC
5.5
FERC Approvals
6.3
(b)
Final Extraordinary Capital Expenditures Amount
3.2
(c)
GAAP
3.2
(a)
Indemnifiable Loss
9.1
(a)
Indemnifying Party
9.1
(d)
Indemnitee
9.1
(c)
Indiana Settlement Agreement
6.3
(c)
Intellectual Property
5.20
IRS
5.12
(a)
IURC
5.4
(b)
Leases
5.8
(f)
Material Contracts
5.13
(a)
Notice of Disagreement
3.2
(c)
Permits
5.15
(a)
Prior Welfare Plans
7.10
(b)
Proposed Acquisition Transaction
7.15
Property Taxes
3.4
(a)(i)
Purchase Price
3.1
Replacement Welfare Plans
7.10
(b)
Reviewing Parties
7.16
(f)
Sellers Confidentiality Agreement
7.2