ANY PRIOR TIME, PACIFICORP HAS NOT ASSUMED OR RETAINED, BY CONTRACT
OR, TO PACIFICORP'S KNOWLEDGE, BY OPERATION OF LAW, ANY OBLIGATION UNDER ANY
ENVIRONMENTAL LAW OR CONCERNING ANY HAZARDOUS MATERIALS WITH RESPECT TO THE
IDAHO POWER ACQUIRED ASSETS.
32
EXECUTION COPY
(VI)
SCHEDULE 3.2(H)(VI) LISTS ALL OF THE MATERIAL ENVIRONMENTAL
REPORTS RELATING TO THE IDAHO POWER ACQUIRED ASSETS THAT ARE IN THE POSSESSION
OR REASONABLE CONTROL OF PACIFICORP, COPIES OF WHICH HAVE BEEN MADE AVAILABLE TO
IDAHO POWER.
(I)
[INTENTIONALLY OMITTED.]
(J)
NO BROKER, FINDER, OR OTHER PERSON IS ENTITLED TO ANY BROKERAGE
FEES, COMMISSIONS, OR FINDER'S FEES FOR WHICH IDAHO POWER COULD BECOME LIABLE OR
OBLIGATED IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS BY REASON OF ANY
ACTION TAKEN BY PACIFICORP OR ITS AFFILIATES.
(K)
EXCEPT AS SET FORTH IN SCHEDULE 3.2(K), PACIFICORP DOES NOT OWN,
OR DIRECTLY LICENSE FROM A THIRD PARTY, ANY INTELLECTUAL PROPERTY USED IN OR
NECESSARY FOR THE OWNERSHIP, USE AND OPERATION OF THE IDAHO POWER ACQUIRED
ASSETS (AS THESE FACILITIES ARE REASONABLY EXPECTED TO BE OPERATED IN ACCORDANCE
WITH THE PROVISIONS OF THE POPULUS JOINT OWNERSHIP AND OPERATING AGREEMENT ON
THE DATE THE FACILITIES ENTER COMMERCIAL OPERATION) IN ACCORDANCE WITH GOOD
UTILITY PRACTICE AND GOVERNMENTAL REQUIREMENTS THAT IS NOT PART OF THE IDAHO
POWER ACQUIRED ASSETS.
(L)
MATERIAL CONTRACTS.
SCHEDULE 3.2(L) SETS FORTH A TRUE,
ACCURATE AND COMPLETE LIST OF EACH OF THE MATERIAL CONTRACTS AND OTHER
AGREEMENTS TO WHICH PACIFICORP OR ANY OF ITS AFFILIATES IS A PARTY AND WHICH
PROVIDES FOR THE DESIGN, ENGINEERING, PROCUREMENT, CONSTRUCTION, INSTALLATION
AND/OR COMMISSIONING OF THE POPULUS SUBSTATION FACILITIES (THE "POPULUS
SUBSTATION FACILITIES CONTRACTS").
EXCEPT AS SET FORTH ON SCHEDULE 3.1(L), TO
PACIFICORP'S KNOWLEDGE, EACH OF THE POPULUS SUBSTATION FACILITIES CONTRACTS IS
IN FULL FORCE AND EFFECT, AND IS VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS.
ARTICLE IV
COVENANTS
4.1
CONDITIONS AND COMMERCIALLY REASONABLE EFFORTS. SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, EACH PARTY, AT ITS OWN COST, WILL USE
COMMERCIALLY REASONABLE EFFORTS TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND TO FULFILL ALL OF THE CONDITIONS TO ITS OBLIGATIONS UNDER
THIS AGREEMENT AND WILL DO ALL SUCH ACTS AND THINGS AS REASONABLY MAY BE
REQUIRED TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ON OR BEFORE MAY 5, 2010, INCLUDING
MAKING OR COOPERATING WITH THE OTHER PARTY IN THE MAKING OF APPLICATIONS FOR
REQUIRED REGULATORY APPROVALS.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY
WILL BE REQUIRED IN CONNECTION WITH ANY REQUIRED REGULATORY APPROVALS TO AGREE
TO ANY PAYMENT OR ANY CONDITION OF APPROVAL IMPOSED BY A GOVERNMENTAL ENTITY
THAT IS NOT REASONABLY ACCEPTABLE TO IT.
4.2
Filings with Governmental Entities.
Except for (a) the Idaho
Power Required Regulatory Approvals initiated by Idaho Power prior to the
Effective Date and listed in Schedule 4.2(a) and the (b) the PacifiCorp Required
Regulatory Approvals initiated by PacifiCorp prior to the Effective Date and
listed in Schedule 4.2(b), prior to Closing, each Party will provide prior
written notice to the