Common use of Contracts and Leases Clause in Contracts

Contracts and Leases. (i) Schedule 4.01(m) lists all written contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) or personal property leases that are material to the business or operations of the Purchased Assets, other than any such agreements, licenses, or personal property leases that are expected to expire or terminate on or prior to the Closing Date. (ii) Except as disclosed in Schedule 4.01(m), each Transferred Contract (A) constitutes a legal, valid and binding obligation of Seller and, to Parent’s and Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto, (B) is in full force and effect and Seller has not delivered or received any written notice of termination thereunder, and (C) may be transferred to Buyer pursuant to this Agreement without the consent of the other parties thereto and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (iii) Except as set forth in Schedule 4.01(m), there is not under any Transferred Contract any default or event which, with notice or lapse of time or both, (A) would constitute a default by Seller or, to Parent’s or Seller’s Knowledge, any other party thereto, (B) would constitute a default by Seller or, to Parent’s or Seller’s Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (C) would cause the acceleration of any of Seller’s obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Purchased Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Seller or Parent, threatened against Seller or any other party to any Transferred Contract before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Transferred Contract or the subject matter thereof. Seller and Parent have no Knowledge of any defense, offset or counterclaim arising under any Transferred Contract.

Contracts and Leases. (ia) Schedule 4.01(m4.11(a) lists all written -------------------- contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) ), agreements or personal property leases that which are material to the business or operations of the Purchased Assets, other than any such agreementscontracts, licenses, agreements or personal property leases that which are listed or described on another Schedule or which constitute Excluded Assets or which are expected to expire or terminate on or prior to the Closing Date. (iib) Except as disclosed in Schedule 4.01(m4.11(b), each Transferred Contract Sellers' Agreement (Ai) constitutes a legal, valid and binding obligation of each Seller that is a party thereto and, to Parent’s and such Seller’s 's Knowledge, constitutes a valid and binding obligation of the other parties thereto, (Bii) is in full force and effect and no Seller has not delivered or received any written notice of termination thereunder, and (Ciii) may be transferred to Buyer pursuant to this Agreement without the consent of the other parties thereto and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (iiic) Except as set forth in Schedule 4.01(m4.11(c), there is not under any Transferred Contract Sellers' Agreement any default or event which, with notice or lapse of time or both, (Ai) would constitute a default by on the part of any Seller that is a party thereto or, to Parent’s or Seller’s such Sellers' Knowledge, any other party thereto, (Bii) would constitute a default by on the part of any Seller that is a party thereto or, to Parent’s or Seller’s such Sellers' Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (Ciii) would cause the acceleration of any of Seller’s the Sellers' obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Purchased Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Seller or ParentSellers, threatened against any Seller or any other party to any Transferred Contract Sellers' Agreements, before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Transferred Contract of Sellers' Agreements or the subject matter thereof. Seller and Parent Sellers have no Knowledge of any defense, offset or counterclaim arising under any Transferred ContractSellers' Agreement.

Contracts and Leases. (ia) Schedule 4.01(m) lists all written contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) or personal property leases that All Material Contracts and Leases are material to the business or operations of the Purchased Assets, other than any such agreements, licenses, or personal property leases that are expected to expire or terminate on or prior to the Closing Date. (ii) Except as disclosed in Schedule 4.01(m), each Transferred Contract (A) constitutes a legal, valid and binding obligation of Seller and, enforceable in all material respects in accordance with their terms and will continue to Parent’s and Seller’s Knowledge, constitutes a be valid and binding obligation of the other parties thereto, (B) is enforceable and in full force and effect immediately following Closing. All Material Contracts and Seller has not delivered or received any written notice Leases are free of termination thereunderall Liens except for Permitted Encumbrances. There are (a) no existing defaults, and (C) may be transferred to Buyer pursuant to this Agreement without the consent events of the other parties thereto and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (iii) Except as set forth in Schedule 4.01(m), there is not under any Transferred Contract any default or event events which, with the giving of notice or lapse of time or both, would constitute a material default by any Seller or would give rise to any right of termination, acceleration, damages or any other remedy under any Material Contract or Lease or (Ab) to the Knowledge of Sellers or as otherwise set forth on Schedule 3.15, no existing defaults by any other party to any Material Contract or Lease, or event of default or events which, with the giving of notice or lapse of time or both, would constitute a default by Seller or, to Parent’s or Seller’s Knowledge, any other party thereto, (B) would constitute a default by Seller or, to Parent’s or Seller’s Knowledge, any other party thereto which would give rise to an automatic any right of termination, acceleration, damages or any other remedy under a Material Contract or Lease. A true and correct list of each Lease and Material Contract and every amendment thereto or other agreement or document relating thereto is set forth as Schedules 1.1B and 1.1C, respectively, and there are no other Contracts which are material to the financial condition, results of operations, properties or assets of the Business or the right MS Division, except for those which are listed in such Schedules or in other Schedules in the Disclosure Memorandum. True, complete and correct copies of discretionary termination(i) the Material Contracts, thereof(ii) all other written Contracts, and (iii) all Leases (and any amendments thereto) have been provided or, with respect to (ii), made available to Purchaser. The MS Division has entered into the Contracts and Leases in the ordinary course of business and, to Sellers' Knowledge, the Contracts and Leases contain commercially reasonable terms. (b) From and after the Closing, no Seller or (C) would cause the acceleration any affiliate of any of Seller’s obligations thereunder or result in the creation of any Encumbrance Seller (other than any Permitted Encumbrance) on any the constituent entity of the Purchased Assets. There are no claims, actions, proceedings MS Division which is the primary party to a Contract or investigations pending or, Lease prior to the Knowledge of Seller Closing) shall be a guarantor or Parent, threatened against Seller or obligor under any other party to any Transferred Contract before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Transferred Contract or Lease constituting an Acquired Asset (unless the subject matter thereof. Seller and Parent have no Knowledge bankruptcy or insolvency of any defensesuch guarantor or obligor does not constitute a default under such Lease), offset or counterclaim arising under any Transferred Contractother than with respect to a maximum of two of the Leases listed on Schedule 3.15.

Contracts and Leases. (a) Except (i) Schedule 4.01(mas listed in SCHEDULES 2.1(C), 2.1(E), 2.1(G), 2.1(N)(II) lists all written or 2.1(S) or any other Schedule, (ii) for contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) or personal property leases that are material to the business leases, commitments, understandings or operations of the Purchased Assets, other than any such agreements, licenses, instruments which will be fully performed or personal property leases that are expected to expire or terminate terminated on or prior to the Initial Closing Date, (iii) for agreements with suppliers entered into in the ordinary course of business that may be assumed by and assigned to the Buyer in the absence of a Third Party consent thereto and (iv) the Other Assigned Contracts and Non-Assigned Contracts, there is no written contract, agreement, personal property lease, commitment, understanding or instrument which (x) is material to the ownership or operation of the Acquired Assets or (y) provides for the sale of any amount of capacity or energy from any of the Acquired Assets (whether or not entered into in the ordinary course of business). The schedule of Leases attached as SCHEDULE 2.1(E) (the "Lease Schedule") contains a description of all Leases now in effect, whether written or oral, including all amendments, extensions, modifications and supplements thereto. (iib) Except as disclosed in Schedule 4.01(m)Each of the Material Contracts, each Transferred Contract (A) constitutes a legalEmergency Preparedness Agreements, valid Leases and binding obligation of Seller and, to Parent’s and Seller’s Knowledge, Other Assigned Contracts constitutes a valid and binding obligation of the other parties thereto, (B) thereto and is in full force and effect and Seller has not delivered or received any written notice of termination thereunder, and (C) may be transferred to Buyer pursuant to this Agreement without the consent of the other parties thereto and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereundereffect. (iiic) Except as set forth in Schedule 4.01(mAll of the material provisions of each Material Contract (other than the default of DOE under the DOE Standard Contract), Lease, Emergency Preparedness Agreement and Other Assigned Contract have been complied with by such Seller and there is does not exist any event of default under any Transferred such Material Contract (other than the default of DOE under the DOE Standard Contract), Lease, Emergency Preparedness Agreement and Other Assigned Contract on the part of any default party thereto, or any event which, with which after notice or lapse of time or both, (A) could constitute an event of default under any such Material Contract, Lease, Emergency Preparedness Agreement and Other Assigned Contract, for such non-compliance or default as would constitute a default by Seller ornot, to Parent’s individually or Seller’s Knowledge, any other party thereto, (B) would constitute a default by Seller or, to Parent’s or Seller’s Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (C) would cause the acceleration of any of Seller’s obligations thereunder or result in the creation of aggregate, be likely to have a Plant Material Adverse Effect. Except as disclosed in SCHEDULE 3.15, there is no action, suit, proceeding or investigation pending or threatened before any Encumbrance (other than any Permitted Encumbrance) on any of the Purchased Assets. There are no claims, actions, proceedings court or investigations pending or, to the Knowledge of Seller or Parent, threatened against Seller or any other party to any Transferred Contract before any Governmental Authority for the renegotiation of or body acting any other adjustment of any such Material Contract, Lease, Emergency Preparedness Agreement or Other Assigned Contract (except for such matters as would not, individually or in an adjudicative the aggregate, be likely to have a Plant Material Adverse Effect). (d) None of the Non-Assigned Contracts (except to the extent permitted by Section 5.2(b)(vi)) is material to the ownership or operation of the Acquired Assets or, except as specified on SCHEDULE 3.13(D), provide for the sale of any amount of capacity relating or energy from any of the Acquired Assets. (e) Other than as set forth in the Joint Ownership Agreement or otherwise disclosed in SCHEDULE 3.13(E), there are (A) no restrictions on the transfer of such Seller's interests in the Facility (other than Buyer Regulatory Approvals and Seller Regulatory Approvals) and (B) no options or other rights to acquire such Seller's interests in the Acquired Assets. Except as provided on SCHEDULE 3.13(E), neither the execution of this Agreement nor the sale of the Acquired Assets to the Buyer will entitle any way Person to exercise any Transferred Contract purchase options, rights of first refusal, or similar rights with respect to the Acquired Assets or the subject matter thereofinterests therein to be purchased by the Buyer under this Agreement. Such Seller and Parent have no Knowledge has or, in the case of any defenseSeller specified on SCHEDULE 3.5(IV), offset or counterclaim arising under any Transferred Contractwill have complied with the right of first refusal provisions in Paragraph 23 of the Joint Ownership Agreement.

Contracts and Leases. (i) Schedule 4.01(m4.01(k) lists all written contracts, agreements, licenses (other than Environmental Permits, Permits or Intellectual Property) or personal property leases of Transferor that are material to the business or operations of the Purchased Transferred Assets, other than any such agreements, licenses, or personal property leases that are expected to expire or terminate on or prior to the Closing Date. (ii) Except as disclosed in Schedule 4.01(m4.01(k), each Transferred Contract (A) constitutes a legal, valid and binding obligation of Seller Transferor and, to Parent’s and Seller’s Transferor's Knowledge, constitutes a valid and binding obligation of the other parties thereto, (B) is in full force and effect and Seller Transferor has not delivered or received any written notice of termination thereunder, and (C) may be transferred to Buyer Transferee pursuant to this Agreement without the consent of the other parties thereto and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (iii) Except as set forth in Schedule 4.01(m4.01(k), there is not under any Transferred Contract any default or event which, with notice or lapse of time or both, (A) would constitute a default by Seller Transferor or, to Parent’s or Seller’s Transferor's Knowledge, any other party thereto, (B) would constitute a default by Seller Transferor or, to Parent’s or Seller’s Transferor's Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (C) would cause the acceleration of any of Seller’s Transferor's obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Purchased Transferred Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Seller or ParentTransferor, threatened against Seller Transferor or any other party to any Transferred Contract before any Governmental Authority or body acting in an adjudicative capacity relating in any way to any Transferred Contract or the subject matter thereof. Seller and Parent have Transferor has no Knowledge of any defense, offset or counterclaim arising under any Transferred Contract.