Decommissioning Funds. (a) (i) Between the date hereof and the Closing Date, each Seller will make additional cash deposits from time to time to its Qualified Decommissioning Fund and its Nonqualified Decommissioning Fund such that, on the Closing Date Sellers shall have accumulated assets in the Decommissioning Funds equal to the Qualified Target, calculated on a Net Cash Value basis, in the Qualified Decommissioning Funds and the Nonqualified Target in the Nonqualified Decommissioning Fund.
Decommissioning Funds. 6.12.1. Between the date hereof and the Closing, Seller will make such deposits from time to time to its QDF and its NDF of the amounts of Decommissioning costs, if any, collected from customers as determined by the ICC; provided, however, that any such deposits to the QDF shall not exceed the maximum amounts permitted to be contributed to the QDF under Code Section 468A and any tax ruling issued to Seller by the IRS.
6.12.2. Prior to the Closing Date, Seller will withdraw from the NDF aggregate amounts sufficient to reimburse Seller for (i) costs of SAFSTOR and decommissioning planning expenses through the Closing Date, provided that such amount shall be not more than Forty-two Million Dollars ($42,000,000) as of December 31, 2006, and not more than One Million Dollars ($1,000,000) per month thereafter, (ii) costs incurred under the Decommissioning Planning Contract, (iii) Taxes incurred on gains realized by the NDF on or prior to the Closing Date, (iv) any expenses incurred by Seller by reason of requirements of applicable Law that are reimbursable from the NDF, and (v) any exigent or emerging expenses incurred by Seller on or before the Closing Date and reimbursable from the NDF, subject to prior discussions with Buyer. Prior to the Closing Date, after giving effect to the withdrawals contemplated by the preceding sentence, Seller will transfer assets from the NDF into the QDF not to exceed the maximum amount permitted under Code Section 468A, the Treasury Regulations, and any tax ruling issued to Seller by the IRS, subject to the requirements of Section 6.12.3.
6.12.3. Notwithstanding the provisions of Section 6.12.2, Seller shall retain in the NDF as of the Closing (i) assets having an aggregate value equal to the sum of Twenty-five Million Dollars ($25,000,000), plus an amount equal to the Taxes incurred on gains realized by the NDF on or prior to the Closing Date, if not previously withdrawn pursuant to Section 6.12.2, plus (ii) if and to the extent that the assets described in the preceding clause are assets other than cash, additional assets having a value, as determined by Seller, sufficient to compensate the NDF for the Taxes that would be paid on unrealized gains on such assets if they were liquidated by the NDF on the Closing Date. If and to the extent that the assets in the NDF are insufficient to satisfy the requirements of the preceding sentence and Section 6.12.2, Seller may withdraw the deficiency from the QDF on or prior to the Closing D...
Decommissioning Funds. 67 6.19.1 Beaver Valley Unit 1 Decommissiong Funds................ 67 6.19.2 Beaver Valley Unit 2 Decommissiong Funds................ 70 6.19.3 Perry Xxxx 0 Decommissioning Funds...................... 73 6.20 Employee Morale......................................... 75 6.21 Beaver Valley Omnibus Services Agrement and Related Easements............................................... 75 ARTICLE VII CONDITIONS............................................................. 76 7.1 Conditions to Obligations of the Parties................ 76 7.2 Conditions to Obligations of DLC........................ 76 7.3 Conditions to Obligations of Specified FE Subsidiaries.. 78
Decommissioning Funds. (a) At the Closing, Seller will direct the trustee and investment managers of Seller's Qualified Decommissioning Funds for the Peach Bottom Station to transfer one-half of each asset in such funds to the respective trustee of each Buyers' Qualified Decommissioning Funds for the Peach Bottom Station; provided, however, that, upon the written request of the trustee of Seller's Qualified Decommissioning Funds, Buyers shall cause the trustee of the Buyers' Qualified Decommissioning Funds to reimburse promptly, but in no event later than thirty (30) days after such notice (with respect to expenses) and the due date (with respect to income taxes), the trustee of Seller's Qualified Decommissioning Funds for expenses associated with the transfer of the assets and the termination of such funds and any related income taxes due with respect to such funds for the period prior to Closing. To the extent that the trustee and investment managers of Seller's Qualified Decommissioning Funds are unable to divide an asset in such fund in half, the trustee of such funds shall liquidate such asset and transfer one-half of the proceeds to the respective trustee of each Buyers' Qualified Decommissioning Funds for the Peach Bottom Station. If Buyers do not obtain a private letter ruling from the Internal Revenue Service determining that the transfer of Seller's Qualified Decommissioning Funds to Buyers' Qualified Decommissioning Funds of any Buyer satisfies the requirements of Treas. Reg. Section 1.468A-6(b)
Decommissioning Funds. (a) Between the Effective Date and the Closing Date, Seller shall continue to make cash deposits to Seller's Qualified Decommissioning Funds or Seller's Non-Qualified Decommissioning Funds of amounts of decommissioning costs collected from customers as determined by the PUCT or FERC, and Seller shall not withdraw any funds (except for expenses described in Code Section 468A(e)(4)(B)) from Seller's Qualified Decommissioning Funds or Seller's Non-Qualified Decommissioning Funds.
(b) Subject to Section 7.1, as promptly as practicable after the Effective Date of this Agreement, the applicable Purchaser and Seller shall jointly submit a ruling request to the IRS for the IRS PLR (Decommissioning Funds Transfer), the IRS PLR (Texas Genco Decommissioning Collections), and the IRS PLR (CPS Decommissioning Collections). In the ruling requests for the IRS PLR (Decommissioning Funds Transfer) the Parties shall request the rulings as described in Schedule 7.8(b). All proceedings in connection with such ruling requests shall be subject to Section 7.1, and without limiting the generality of the foregoing, all appearances, presentations, briefs, and proposals made or submitted by or on behalf of any Party before the IRS in connection with such ruling requests and rulings shall be subject to the joint approval or disapproval in advance and the joint control of the applicable Purchaser and Seller, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such appearance, presentation, brief, and proposal. Subject to Section 7.1, the Parties shall respond reasonably promptly to any requests for additional information made by the IRS and use their respective Commercially Reasonable Efforts to cause the IRS to issue the requested rulings at the earliest possible date after the request and in any event, in the case of the IRS PLR (Decommissioning Funds Transfer), prior to the Closing Date. If the IRS PLR (Texas Genco Decommissioning Collections) or the IRS PLR (CPS Decommissioning Collections) shall not have been issued on or before the Closing Date and the applicable Purchaser's Initial Purchase Price shall have been reduced by the Initial Tax Adjustment Amount, the Parties shall thereafter continue to use Commercially Reasonable Efforts to cause the IRS to issue the IRS PLR (Texas Genco Decommissioning Collections) or the IRS PLR (CPS Decommissioning Collections) at the earlies...
Decommissioning Funds. 5.7.1 For all periods prior to the Put Option Closing Date, ZionSolutions will maintain the Buyer QDF in accordance with NRC requirements and in compliance with the requirements of Section 468A of the Code and the Treasury Regulations. On the Put Option Closing Date or as promptly as reasonably possible thereafter, ZionSolutions shall cause to be transferred to either a QDF or NDF established by Exelon, as directed by Exelon, all of the assets of the Buyer QDF. In the event that any funds remain in the Buyer NDF, such funds shall be transferred to an NDF established by Exelon.
5.7.2 Exelon shall take all steps necessary to satisfy any requirements imposed by the NRC regarding the Decommissioning funds, in a manner sufficient to obtain NRC approval of the transfer of the Amended NRC Licenses from ZionSolutions to Exelon.
5.7.3 The Parties shall not take any actions that would cause the actual Tax consequences of the transactions contemplated by this Agreement to differ from or be inconsistent with the private letter rulings set forth in the Required Regulatory Approvals.
5.7.4 ZionSolutions shall cause the Trustee of the Buyer QDF to file the Tax Returns for the Buyer QDF for any periods ending on or before the Put Option Closing Date. Prior to the Put Option Closing Date, ZionSolutions shall cause the Trustee of the Buyer QDF to pay estimated Income Taxes for the taxable period that end on the Put Option Closing Date in an amount equal to the estimated Income Tax Liability of the Buyer QDF for the taxable period that ends on the Put Option Closing Date. To the extent the amount of estimated Income Taxes paid pursuant to this Section 5.7.4 is less than the Income Tax Liability of the Buyer QDF for the taxable period that ends on the Put Option Closing Date, any such deficiency will be paid by the Buyer QDF to the extent the Buyer QDF holds sufficient assets or by ZionSolutions if the Buyer QDF holds insufficient assets. To the extent the amount of estimated Income Taxes is greater than the Income Tax Liability of the Buyer QDF for the taxable period that ends on the Put Option Closing Date, any refund of such overpayment will be transferred by ZionSolutions or the Buyer QDF to a QDF established by Exelon and treated as additional Buyer QDF decommissioning funds transferred to Exelon or treated as additional Buyer NDF decommissioning funds transferred to Exelon, as the facts may support, on the Put Option Closing Date.
5.7.5 ZionSolutions shall cause the Tru...
Decommissioning Funds. 65 7.10 Amendment to Seller's Agreements....................................67 7.11 Exclusivity.........................................................67 7.12 Insurance...........................................................67
Decommissioning Funds. As of the issuance of the building and electrical permits for the installation, construction and operation of the Project Company Property, Project Company shall deposit Decommissioning Fund Amount identified on Exhibit A hereto which account shall be maintained as a segregated Decommissioning Fund Escrowline item in the accounting records.
Decommissioning Funds. 65 6.13. Spent Nuclear Fuel Fees..............................................66 6.14. Department of Energy Decontamination and Decommissioning Fees.............................................66 6.15. Cooperation Relating to Insurance and Xxxxx-Xxxxxxxx Act...................................................66
Decommissioning Funds. (a) Between the date hereof and the Closing Date, Sellers will make additional cash deposits from time to time to the Qualified Decommissioning Funds and the Nonqualified Decommissioning Funds such that, on the Closing Date, Sellers shall have accumulated assets in the Decommissioning Funds with an aggregate Fair Market Value of $320 million ("Total FMV"). Between the date hereof and the Closing Date, Sellers shall make additional cash deposits to the Qualified Decommissioning Funds equal to as much of the Total FMV as is eligible to be contributed during such period to the Qualified Decommissioning Funds under Code section 468A and applicable Treasury Regulations as they exist on the Closing Date. On or before the Closing Date, Sellers shall make additional cash deposits to the Nonqualified Decommissioning Funds such that the aggregate Fair Market Value of the assets of the Nonqualified Decommissioning Funds equals the difference between the Total FMV and the aggregate Fair Market Value of the assets of the Qualified Decommissioning Funds. To the extent that the aggregate Fair Market Value of the assets of the Qualified Decommissioning Funds as of the Closing Date is greater than $260 million, Sellers' required Fair Market Value asset accumulation to be contained in the Non-Qualified Decommissioning Fund of $60 million (such that the Total FMV equals $320 million) shall be decreased by $1.14 for every additional dollar that the Qualified Decommissioning Fund is above $260 million. To the extent that the aggregate Fair Market Value of the assets of the Qualified Decommissioning Funds as of the Closing Date is less than $138 million, Sellers' required Fair Market Value asset accumulation to be contained in the Non-Qualified Decommissioning Fund of $182 million (such that the Total FMV equals $320 million) shall be increased by $1.14 for every additional dollar that the Qualified Decommissioning Fund is below $138 million. In the event the Closing Date occurs other than on December 31, 1999, the Total FMV and the respective amounts of each Decommissioning Fund shall be adjusted up or down as the case may be using an annual after-tax, net of expenses, rate of return of four percent (4%). 71
