Common use of Additional Covenants of Buyer Clause in Contracts

Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets or take any action which, in and of itself, results in a loss of the exclusion of interest on the Pollution Control Revenue Bonds issued on behalf of Seller in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Actions with respect to the Purchased Assets shall not constitute a breach by the Buyer of this Section 6.12 in the following circumstances: (i) Buyer ceases to use or decommissions any of the Purchased Assets or subsequently repowers such Purchased Assets that are no longer used or decommissioned (but does not hold such Purchased Assets for sale); (ii) Buyer acts with respect to the Purchased Assets in order to comply with requirements under applicable federal, state or local environmental or other laws or regulations; or (iii) Buyer acts in a manner the Seller (i.e. a reasonable private provider of electricity of similar stature as Seller) would have acted during the term of the Pollution Control Revenue Bonds (including, but not limited to, applying new technology). In the event Buyer acts or anticipates acting in a manner that will cause a loss of the exclusion of interest on the Pollution Control Revenue Bonds from gross income for federal income tax purposes, at the request of Buyer, Seller shall take any remedial actions permitted under the federal income tax law that would prevent a loss of such inclusion of interest from gross income on the Pollution Control Revenue Bonds. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased Assets, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. In addition, Buyer shall not, without 60 days advanced written notice to Seller (to the extent practicable under the circumstances), take any action which would result in (x) a change in the use of the assets financed with the Pollution Revenue Control Bonds from the use in which such assets were originally intended, or (y) a sale of such assets separate from the generating assets to which they relate, provided that no notice is required of the events set forth in clauses (i), (ii), or (iii) above. This covenant shall survive Closing and shall continue in effect so long as the pollution control bonds remain outstanding.

Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets or take any action which, which in and of itself, results in a loss of the exclusion of interest on the Pollution Control Revenue Bonds issued on behalf of Seller Sellers in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Actions with respect to the Purchased Assets shall not constitute a breach by the Buyer of this Section 6.12 in the following circumstances: (i) Buyer ceases to use or decommissions any of the Purchased Assets or subsequently repowers such Purchased Assets that are no longer used or decommissioned (but does not hold such Purchased Assets for sale); (ii) Buyer acts with respect to the Purchased Assets in order to comply with requirements under applicable federal, state or local environmental or other laws or regulations; or (iii) Buyer acts in a manner the Seller Sellers (i.e. a reasonable private provider of electricity of similar stature as Seller) would have acted during the term of the Pollution Control Revenue Bonds (including, but not limited to, applying new technology). In the event Buyer acts or anticipates acting in a manner that will cause a loss of the exclusion of interest on the Pollution Control Revenue Bonds from gross income for federal income tax purposes, at the request of Buyer, Seller Sellers shall take any remedial actions permitted under the federal income tax law that would prevent a loss of such inclusion of interest from gross income on the Pollution Control Revenue Bonds. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased Assets, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. In addition, Buyer shall not, without 60 days advanced written notice to Seller (to the extent practicable under the circumstances), take any action which would result in (x) a change in the use of the assets financed with the Pollution Revenue Control Bonds from the use in which such assets were originally intended, or (y) a sale of such assets separate from the generating assets to which they relate, provided that no notice is required of the events set forth in clauses (i), (ii), or (iii) above. This covenant shall survive Closing and shall continue in effect so long as the pollution control bonds remain outstanding.the

Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets facilities financed by the Pollution Control Revenue Bonds (the "Pollution Control Facilities") or take any action which, in and of itself, results in a loss of the exclusion of interest on the Pollution Control Revenue Bonds issued on behalf of Seller in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Actions with respect to the Purchased Assets shall not constitute a breach by the Buyer of this Section 6.12 in the following circumstances:77 (i) Buyer ceases to use or decommissions any of the Purchased Assets or subsequently repowers such Purchased Assets that are no longer used or decommissioned (but does not hold such Purchased Assets for sale); (ii) Buyer acts with respect to the Purchased Assets in order to comply with requirements under applicable federal, state or local environmental or other laws or regulations; (iii) Buyer transfers an ownership interest in the Purchased Assets; or (iiiiv) Buyer acts in a manner the Seller Sellers (i.e. a reasonable private provider of electricity of similar stature as SellerJCP&L) would have acted during the term of the Pollution Control Revenue Bonds (including, but not limited to, applying new technology). In the event Buyer acts or anticipates acting in a manner that will cause a loss of the exclusion of interest on the Pollution Control Revenue Bonds from gross income for federal income tax purposes, at the request of Buyer, Seller Sellers shall take any remedial actions permitted under the federal income tax law that would prevent a loss of such inclusion of interest from gross income on the Pollution Control Revenue Bonds. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased AssetsAssets or an ownership interest therein, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. In addition, Buyer shall not, without 60 days advanced advance written notice to Seller Sellers (to the extent practicable under the circumstances), take any action which would result in (x) a change in the use of the assets financed with the Pollution Revenue Control Bonds from the use in which such assets were originally intended, or (y) a sale of such assets separate from the generating assets to which they relate, relate provided that no notice is required of the events set forth in clauses (i), (iii),(ii), or (iii) above. This covenant shall survive the Closing and shall continue in effect so long as the pollution control bonds Pollution Control Revenue Bonds remain outstanding.

Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets or take any action which, in and of itself, results in a loss of the exclusion of interest on the Pollution Control Revenue Bonds issued on behalf of Seller in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Actions with respect to the Purchased Assets shall not constitute a breach by the Buyer of this Section 6.12 in the following circumstances:to (i) Buyer ceases to use or decommissions any of the Purchased Assets or subsequently repowers such Purchased Assets that are no longer used or decommissioned (but does not hold such Purchased Assets for sale); (ii) Buyer acts with respect to the Purchased Assets in order to comply with requirements under applicable federal, state or local environmental or other laws or regulations; or (iii) Buyer acts in a manner the Seller (i.e. a reasonable private provider of electricity of similar stature as Seller) would have acted during the term of the Pollution Control Revenue Bonds (including, but not limited to, applying new technology). In the event Buyer acts or anticipates acting in a manner that will cause a loss of the exclusion of interest on the Pollution Control Revenue Bonds from gross income for federal income tax purposes, at the request of Buyer, Seller shall take any remedial actions permitted under the federal income tax law that would prevent a loss of such inclusion of interest from gross income on the Pollution Control Revenue Bonds. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased Assets, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. In addition, Buyer shall not, without 60 days advanced written notice to Seller (to the extent practicable under the circumstances), take any action which would result in (x) a change in the use of the assets financed with the Pollution Revenue Control Bonds from the use in which such assets were originally intended, or (y) a sale of such assets separate from the generating assets to which they relate, relate provided that no notice is required of the events set forth in clauses (i), (iii),(ii), or (iii) above. This covenant shall survive Closing and shall continue in effect so long as the pollution control bonds remain outstanding.