Common use of Deliveries by DLC Clause in Contracts

Deliveries by DLC. At the Exchange Closing, DLC will deliver, or cause to be delivered, the following to the applicable FE Subsidiary: (a) With respect to the transfer of the DLC Assets (except for the Excluded DLC Assets): (i) The DLC Assignment and Assumption Agreements, the CAPCO Settlement Agreement, the Electrical Facilities Agreement and the Settlement Agreement, duly executed by DLC; (ii) Duly executed Bills of Sale with respect to the DLC Assets; (iii) Certified copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by DLC with respect to the transfer of the DLC Assets or the consummation of the transactions contemplated by this Agreement; (iv) One or more Warranty Deeds conveying title to the DLC Real Property to the applicable FE Subsidiaries, duly executed and acknowledged by DLC and in recordable form; (v) FIRPTA Affidavits, duly executed by DLC; (vi) To the extent available, originals of all DLC Agreements, DLC Real Property Leases and DLC Transferable Permits and, if such originals are not available, true and correct copies thereof; and (vii) All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of the applicable FE Subsidiaries and their counsel, be necessary or desirable to transfer the DLC Assets to such FE Subsidiaries, in accordance with this Agreement and where necessary or desirable in recordable form. (b) With respect to the transfer of the FE Assets (except for the Excluded FE Assets): (i) The FE Assignment and Assumption Agreements, the FE (Accrued Liability) Assignment and Assumption Agreements, the FE Easement and Attachment Agreements, the FE Connection Agreements and the FE Must-Run Agreements, duly executed by the corresponding Winning Bidder or DLC, as applicable; and (ii) All such other instruments of assignment or assumption as shall, in the reasonable opinion of the applicable FE Subsidiaries and their counsel, be necessary for assignment of the FE Assets to or the assumption of the Assumed FE Liabilities by DLC or the corresponding Winning Bidder, respectively, in accordance with this Agreement. (c) With respect to this Agreement: (i) The documents to be delivered by DLC under Section 9.3; (ii) Copies, certified by the Secretary or Assistant Secretary of DLC, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by DLC in connection herewith and with the consummation of the transactions contemplated hereby; (iii) A certificate of the Secretary or Assistant Secretary of DLC identifying the name and title and bearing the signatures of the officers of DLC authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (iv) A certificate of Good Standing with respect to DLC, issued by the Secretary of State of the Commonwealth of Pennsylvania and by the Secretary of State of such other states where DLC conducts business; (v) Such other agreements, documents, instruments and writings as are required to be delivered by DLC at or prior to the Exchange Closing Date pursuant to this Agreement or otherwise reasonably required by the FE Subsidiaries in connection herewith; and (vi) Certificate dated the Exchange Closing Date executed by the duly authorized officers of DLC to the effect that, to such officers' Knowledge, the conditions set forth in Sections 9.3(b), (c) and (d) have been satisfied by DLC and that each of the representations and warranties of DLC made in this Agreement are true and correct in all material respects as though made at and as of the Exchange Closing Date.

Deliveries by DLC. At the Exchange DLC Nuclear Closing, DLC will deliver, or cause to be delivered, the following to the applicable Specified FE Subsidiary:Subsidiary (Penn Power in respect of Beaver Valley and CEIC in respect of Perry Unit 1): (a) With respect to the transfer of the applicable DLC Nuclear Assets (except for the Excluded DLC Assets):: (i) The DLC Assignment and Assumption Agreements, the CAPCO Settlement Agreement, the Electrical Facilities Agreement and the Settlement Agreementin respect of such assets, duly executed by DLC; (ii) Duly The duly executed Bills Xxxx of Sale with respect to the applicable DLC Nuclear Assets; (iii) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by DLC with respect to the transfer of the applicable DLC Nuclear Assets or the consummation of the transactions contemplated by this Agreement; (iv) One or more Warranty Deeds conveying title to the DLC Real Property to the applicable FE SubsidiariesProperty, duly executed and acknowledged by DLC and in recordable form; (v) FIRPTA Affidavits, duly executed by DLC; (vi) To the extent available, originals of all DLC Nuclear Agreements, DLC Real Property Leases and DLC Transferable Permits and, if such originals are not available, true and correct copies thereof; andthereof which agreements, leases and permits shall be located at the applicable Plant, with a list thereof being provided at the applicable DLC Nuclear Closing; (vii) All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of the applicable Specified FE Subsidiaries Subsidiary and their its counsel, be necessary or desirable to transfer the applicable DLC Nuclear Assets to such the applicable Specified FE SubsidiariesSubsidiary, in accordance with this Agreement and where necessary or desirable in recordable form; and (viii) The DLC Nuclear Insurance Policies. (b) With respect to the transfer of the FE Assets (except for the Excluded FE Assets): (i) The FE Assignment and Assumption Agreements, the FE (Accrued Liability) Assignment and Assumption Agreements, the FE Easement and Attachment Agreements, the FE Connection Agreements and the FE Must-Run Agreements, duly executed by the corresponding Winning Bidder or DLC, as applicable; and (ii) All such other instruments of assignment or assumption as shall, in the reasonable opinion of the applicable FE Subsidiaries and their counsel, be necessary for assignment of the FE Assets to or the assumption of the Assumed FE Liabilities by DLC or the corresponding Winning Bidder, respectively, in accordance with this Agreement. (c) With respect to this Agreement: (i) The documents to be delivered by DLC under Section 9.37.3; (ii) Copies, certified by the Secretary or Assistant Secretary of DLC, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by DLC in connection herewith herewith, and with the consummation of the transactions contemplated hereby; (iii) A certificate of the Secretary or Assistant Secretary of DLC identifying the name and title and bearing the signatures of the officers of DLC authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (iv) A certificate of Good Standing good standing with respect to DLC, issued by the Secretary of State of the Commonwealth of Pennsylvania and by the Secretary of State of such other states where DLC conducts business;Ohio; and (v) Such other agreements, documents, instruments and writings as are required to be delivered by DLC at or prior to the Exchange applicable DLC Nuclear Closing Date pursuant to this Agreement or otherwise reasonably required by the FE Subsidiaries in connection herewith; and. (vi) Certificate dated the Exchange DLC Nuclear Closing Date executed by the duly authorized officers of DLC to the effect that, to such officers' Knowledge, the conditions set forth in Sections 9.3(b), (c) and (d) Section 7.2 have been satisfied by DLC and that each of the representations and warranties of DLC made in this Agreement are true and correct in all material respects as though made at and as of the Exchange DLC Nuclear Closing Date.