Back-to-Back Arrangement Sample Clauses

Back-to-Back Arrangement. Subject to the provisions of Sections 5(c) and 5(d), pursuant to Section 365 of the Bankruptcy Code, Old Mirant rejects the Back-to-Back Arrangement as of midnight on May 31, 2006 (the “Rejection Time”), and the Back-to-Back Arrangement shall be deemed terminated as of the Rejection Time, provided that the rejection and termination of the Back-to-Back Arrangement shall not be deemed to effect or permit the avoidance, revocation or rescission of any transfers of assets that were made pursuant to the Back-to-Back Arrangement prior to the Rejection Time. Notwithstanding the rejection and termination of the Back-to-Back Arrangement, but subject to the provisions of Sections 3(a) and 4(a) providing for the release of claims with respect to any default or failure to perform that exists as of the date of this Agreement and is within the Knowledge of the Pepco Settling Parties or the Mirant Settling Parties, respectively, (1) Pepco, MPP and New Mirant, as guarantor, shall remain obligated under the Back-to-Back Arrangement with respect to energy, capacity or other services delivered during the period after July 14, 2003, and before the Rejection Time and (2) the Mirant Settling Parties at their own cost and expense may continue to act on behalf of Pepco in seeking recovery from Ohio Edison Company of disputed amounts relating to the dispute regarding whether Ohio Edison Company is required to provide credits against certain reservation charges that Pepco paid from April through December 2005.

Back-to-Back Arrangement. (a) If and to the extent the counterparties to the Contracts have not within three weeks after the date of Notification (defined below) explicitly notified either the Seller or the Purchaser of their objections to the transfer of their rights and obligations under the relevant Contracts: i. their consent to the transfer shall be deemed to be given and the rights and obligations under the relevant Contracts will be deemed to have transferred to the Purchaser at Closing Date; and ii. the Purchaser shall assume towards the counterparties to the Contracts as per Closing Date the obligations under such Contracts and shall indemnify and hold harmless the Seller against any and all liabilities, costs, claims and damages made after Closing Date arising from such Contracts. (b) If and to the extent a counterparty to the Contracts has notified the Seller of its objections against the transfer of its rights and obligations under the relevant Contract: i. to the extent permitted under the relevant Contract, the Seller shall assign the rights under the relevant Contract to the Purchaser in consideration of the Purchaser acting as the Seller's subcontractor, and performing all the obligations of the Seller under the Contract to be discharged after Closing Date and shall indemnify the Seller against all liabilities, costs, claims and damages in respect of any failure on the part of the Purchaser to perform those obligations; ii. until the obligations under the Contract may be transferred, the Seller shall (so far as it lawfully may): 1. give all reasonable assistance to the Purchaser (at the Purchaser's request and expense) to enable the Purchaser to enforce its rights under the Contract; 2. at the Purchaser's request, use reasonable endeavours with the cooperation of the Purchaser to obtain the consent of the counterparties to the Contracts to transfer the obligations under the relevant Contract; and 3. promptly transfer to the Purchaser any amounts received under the relevant Contract. iii. to the extent it is not permitted under the relevant Contract for the Purchaser to act as the Seller's subcontractor, the Seller shall terminate the relevant Contract and such relevant Contract will cease to be included in the calculation of the Gross Profit, except if Seller enters into a new separate agreement with such counterparty within twelve months as of the Effective Date.