SHALL NOT BE SUBJECT TO
THE POSSIBILITY OF APPEAL, REVIEW OR RECONSIDERATION WHICH, IN THE REASONABLE
OPINION OF EXELON IS LIKELY TO BE SUCCESSFUL AND, IF SUCCESSFUL, WOULD HAVE A
MATERIAL ADVERSE EFFECT;
6.2.4.
ZION SOLUTIONS SHALL HAVE PERFORMED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH THE COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT
WHICH ARE REQUIRED TO BE PERFORMED AND COMPLIED WITH BY ZION SOLUTIONS ON OR
PRIOR TO THE PUT OPTION CLOSING DATE;
6.2.5.
THE REPRESENTATIONS AND WARRANTIES OF ZION SOLUTIONS
SET FORTH IN THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF THE PUT OPTION CLOSING DATE, IN EACH CASE AS THOUGH MADE AT AND AS OF THE
PUT OPTION CLOSING DATE;
29
6.2.6.
EXELON SHALL HAVE RECEIVED A CERTIFICATE FROM AN
AUTHORIZED OFFICER OF ZION SOLUTIONS, DATED THE PUT OPTION CLOSING DATE, TO THE
EFFECT THAT, TO SUCH OFFICER'S KNOWLEDGE, THE CONDITIONS SET FORTH IN SECTIONS
6.2.1, 6.2.4 AND 6.2.5 HAVE BEEN SATISFIED BY ZION SOLUTIONS;
6.2.7.
ZION SOLUTIONS SHALL HAVE DELIVERED, OR CAUSED TO BE
DELIVERED, TO EXELON AT THE PUT OPTION CLOSING, ZION SOLUTIONS' PUT OPTION
CLOSING DELIVERIES DESCRIBED IN SECTION 3.4.
6.2.8.
EXELON SHALL HAVE RECEIVED AN UNAUDITED STATEMENT OF
ASSETS AND ACCRUED LIABILITIES FOR THE BUYER QDF AND THE BUYER NDF AS OF THE
LAST BUSINESS DAY BEFORE PUT OPTION CLOSING; AND
6.2.9.
ZION SOLUTIONS SHALL HAVE TAKEN ALL STEPS REQUIRED TO
COMPLETE THE TRANSFER OF ASSETS FROM THE BUYER NDF AND BUYER QDF TO A QDF OR NDF
ESTABLISHED BY EXELON, AS REQUIRED BY SECTION 5.7, EFFECTIVE AS OF THE PUT
OPTION CLOSING.
7.
INDEMNIFICATION
7.1.
INDEMNIFICATION.
7.1.1.
FOLLOWING THE PUT OPTION CLOSING, EXELON SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS ZION SOLUTIONS, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES, SHAREHOLDERS AND AGENTS (EACH, A "ZION SOLUTIONS
INDEMNITEE") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES,
LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, THE COSTS AND EXPENSES OF ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS, ASSESSMENTS, JUDGMENTS, SETTLEMENTS AND COMPROMISES RELATING
THERETO AND REASONABLE ATTORNEYS' FEES AND REASONABLE DISBURSEMENTS IN
CONNECTION THEREWITH) (EACH, AN "INDEMNIFIABLE LOSS"), ASSERTED AGAINST OR
SUFFERED BY ANY ZION SOLUTIONS INDEMNITEE RELATING TO, RESULTING FROM OR ARISING
OUT OF: (I) ANY BREACH BY EXELON OF THE COVENANTS CONTAINED IN THIS AGREEMENT;
(II) THE PUT OPTION LIABILITIES; OR (III) ANY THIRD PARTY CLAIMS AGAINST A ZION
SOLUTIONS INDEMNITEE ARISING OUT OF OR IN CONNECTION WITH EXELON'S OWNERSHIP OF
THE PUT OPTION ASSETS OR THE FACILITIES FOLLOWING THE PUT OPTION CLOSING DATE
INCLUDING CONTRACTORS' MECHANICS', MATERIALMEN'S AND SIMILAR LIENS AND CLAIMS
ARISING AFTER THE PUT OPTION CLOSING DATE OUT OF THE PERFORMANCE OF SERVICES OR
THE FURNISHING OF MATERIALS RELATING TO THE ZION STATION SITE.
7.1.2.
IN THE EVENT THE END STATE CONDITIONS CANNOT BE
SATISFIED OR THE PUT OPTION CLOSING CANNOT OCCUR BECAUSE EITHER: (I) THERE IS AN
INJUNCTION, ORDER OR DECREE AGAINST EXELON RESTRAINING CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; OR (II) THE NRC HAS NOT APPROVED
THE AMENDED