Common use of Further Assurances; Cooperation Clause in Contracts

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this Agreement, each of the Parties hereto will use Commercially Reasonable Efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale, transfer, conveyance and assignment of the Included Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets or to more effectively vest in Buyer such title to the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to From and after the terms Closing, the Seller and conditions of this Agreement, the Purchaser each of the Parties hereto will use Commercially Reasonable Efforts its best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the sale, transfer, conveyance Contemplated Transactions and assignment of to cooperate with each other in connection with the Included Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreementforegoing, including using Commercially Reasonable Efforts to: (i) obtain all necessary waivers, consents and approvals from other parties; (ii) obtain all Governmental Authorizations that are required to ensure satisfaction be obtained under any Law and (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority. In connection therewith, the conditions precedent Seller will cause the Nominee to each Party's take such actions as are necessary, proper or advisable to facilitate the Contemplated Transactions. In no event, however, will the Seller be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations hereunder. under this Section 4.1. (b) Notwithstanding anything and without limiting Section 4.2 hereof, the parties further acknowledge that, in the previous sentence to the contrary, connection with certain intercompany transfers and transactions that may be undertaken by Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that Affiliates prior to the Closing Date, neither it nor its Affiliates will enter into any other contract certain assets and related rights may continue to acquire or market or control be held in the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval name of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer Company as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets or to more effectively vest in Buyer Closing Date (such title to assets and rights the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller“Non-transferred Assets”), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with BuyerClosing Date, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any the Purchaser discovers the existence of a Non-material Contract may not be assigned without Transferred Asset, the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement parties will cooperate in good faith to assign effect the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) transfer of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue transferred Asset from the Company to use Commercially Reasonable Efforts after an entity designated by the Closing to obtain an assignment Seller, provided that this would not alter the original intent of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under parties as evidenced by this Agreement with respect to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer Shares to be sold and Seller agree to provide such services to each other, and transferred to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such servicesPurchaser. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to Upon the terms and subject to the conditions of this Agreementherein provided, each of the Parties parties hereto will agrees to use Commercially Reasonable Efforts its commercially reasonable efforts to take, take or cause to be taken, taken all actionactions, and to do, do or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the salemost expeditious manner practicable, transferthe Contemplated Transactions, conveyance including confirmation of certain financial information and assignment all material Contracts of the Included Assets and the assignment Company within seven days of the Assumed Liabilities date hereof. In furtherance and Obligations or the exclusion not in limitation of the Excluded Liabilities pursuant to covenants of the parties contained in this AgreementSection 5.1, if any administrative or judicial action or proceeding, including using Commercially Reasonable Efforts any proceeding by a private party, is instituted (or threatened to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents forinstituted) challenging any Contemplated Transaction, each of the Seller's AgreementsBuyer, Non-material Contractsthe Company and each of the Members will cooperate in all respects with each other and use his, Fuel Contractsher or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, Emergency Equipment Easementslifted, Transferable Permitsreversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignmentsthat prohibits, but shall not be prevents or restricts consummation of any of the Contemplated Transactions; provided, however, that no party is required to assume additional out-of-pocket costs, expenses or Liabilities make any payment to any Person (other than its Representatives) in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreementforegoing. (b) From time The Company and each of the Members will use their commercially reasonable efforts to time after have those key employees of the Closing, Seller will Company identified by the Buyer on Schedule 5.1(b) execute and deliver such documents to Buyer as Buyer may reasonably requesta non-competition and non-solicitation agreement, at Seller's expensecontaining restrictions similar to those set forth in Section 5.3(a) of this Agreement, in order to more effectively consummate provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the sale Buyer’s customary terms and purchaseconditions. In addition, including the transfer, conveyance Company and assignment, each of the Included Assets Members will use their commercially reasonable efforts to have other employees of the Company identified by the Buyer on or to more effectively vest in Buyer such title to before the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expenseClosing Date, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence the Buyer a confidentiality and assignment of inventions agreement containing the Buyer's assumption of the Assumed Liabilities ’s customary terms and Obligationsconditions. (c) The Parties shall use Commercially Reasonable Efforts to cooperate In connection with each otherthe Buyer’s reporting and filing obligations with the SEC, and Seller shall use Commercially Reasonable Efforts as otherwise required by Law, the Members shall, at Buyer’s request, provide reasonable assistance to cause NMC the Company and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for the quarters and year to cooperate with Buyerdate periods as required by the SEC, to facilitate be completed no later than 68 calendar days after the transition Closing. Each of the information systems, computer applications Members shall assist Buyer free of charge and processing will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, Required Financials after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to borne by the Included Assets that is included in the Indus SoftwareCompany or Buyer. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this Agreement, each of the Parties hereto will use Commercially Reasonable Efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the sale, transfer, conveyance and assignment sale of the Included Purchased Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including including, without limitation, using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each Neither of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shallParties hereto will, without the prior written consent of the otherother Party or as required by applicable law, advocate take or fail to take any action that which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the ClosingClosing Date, without further consideration, Seller will will, at its own expense, execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, request in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, purchase of the Included Purchased Assets or to more effectively vest in Buyer such good and marketable title to the Included Purchased Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. Seller shall cooperate with Buyer, at Buyer's expense, in Buyer's efforts to cure or remove any Permitted Encumbrances that Buyer reasonably deems objectionable. From time to time after the ClosingClosing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract Seller's Agreement to be transferred to Buyer hereunder may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract Seller's Agreement to be transferred hereunder shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract Seller's Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel)Seller's Agreement, shall, shall after the Closing (i) appoint Buyer to be Seller's representative and agent with respect to such Non-material Contract and/or (ii) Seller's Agreement, and Seller shall, to the maximum extent permitted by law and such Seller's Agreement, enter into such reasonable arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material ContractSeller's Agreement. Seller and Buyer shall cooperate and Seller shall continue to each use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract Seller's Agreement to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (ed) For a reasonable period of time after the Closing DateDate and in addition to the services contemplated by the IP Services Agreement, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, other as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities CPS and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant . Such support by one Party to the Emergency Operations Facilities Lease. Buyer and Seller other will agreenot be unreasonably withheld, as promptly as practicable, following the Effective Date, on the nature of provided that requests for such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included support are made in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Datea timely manner. The Party providing the requested support will be reimbursed for all reasonable costs thereof in accordance with established accounting procedures or on an alternative cost of such updates shall be shared equally between Buyer and Seller. (h) At reimbursement basis as mutually agreed by the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.Parties. 202

Further Assurances; Cooperation. (a) Subject to Upon the terms and subject to the conditions of this Agreementherein provided, each of the Parties parties hereto will agrees to use Commercially Reasonable Efforts its commercially reasonable efforts to take, take or cause to be taken, taken all actionactions, and to do, do or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the salemost expeditious manner practicable, transfer, conveyance the Contemplated Transactions. In furtherance and assignment not in limitation of the Included Assets and the assignment covenants of the Assumed Liabilities and Obligations parties contained in this Section 5.1, if any administrative or the exclusion of the Excluded Liabilities pursuant to this Agreementjudicial action or proceeding, including using Commercially Reasonable Efforts any proceeding by a private party, is instituted (or threatened to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents forinstituted) challenging any Contemplated Transaction, each of the Seller's AgreementsBuyer, Non-material Contractsthe Company and each of the Shareholders will cooperate in all respects with each other and use his, Fuel Contractsher or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, Emergency Equipment Easementslifted, Transferable Permitsreversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignmentsthat prohibits, but shall not be prevents or restricts consummation of any of the Contemplated Transactions; provided, however, that no party is required to assume additional out-of-pocket costs, expenses or Liabilities make any payment to any Person (other than its Representatives) in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreementforegoing. (b) From time The Company and each of the Shareholders will use their commercially reasonable efforts to time after have the Closing, Seller will key employees of the Company and its Subsidiaries set forth on Schedule 5.1(b) execute and deliver such documents to Buyer as Buyer may reasonably requesta non-competition and non-solicitation agreement, at Sellercontaining restrictions similar to those set forth in Section 5.3(a) and (b) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer's expensecustomary terms and conditions. In addition, in order to more effectively consummate the sale Company and purchase, including the transfer, conveyance and assignment, each of the Included Assets Shareholders will use their commercially reasonable efforts to have other employees of the Company identified by the Buyer on or to more effectively vest in Buyer such title to before the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expenseClosing Date, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence the Buyer a confidentiality and assignment of inventions agreement containing the Buyer's assumption of the Assumed Liabilities customary terms and Obligationsconditions. (c) The Parties shall use Commercially Reasonable Efforts to cooperate In connection with each otherthe Buyer's reporting and filing obligations with the SEC, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyeras otherwise required by Law, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and SellerShareholders shall, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights request, undertake their commercially reasonable efforts to assist the Company and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits preparation and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding audited and reviewed financial statements and related footnotes for the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications Company (the "Indus SoftwareRequired Financials") on NMC's or third party service provider's servers for the 12-month period following quarters and year to date periods as required by the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing DateSEC, Seller shall cause to be prepared and shall deliver to Buyer an update completed no later than 68 calendar days after the Closing. Each of the Phase I environmental site assessment Shareholders shall undertake their commercially reasonable efforts to assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Palisades Site Buyer's auditors regarding the Required Financials and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and SellerCompany. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this Agreement, each of the Parties hereto will use Commercially Reasonable Efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the sale, transfer, conveyance and assignment sale of the Included Purchased Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller Seller, with respect to the Transferable Permits, and Buyer Buyer, with respect to Permits and Environmental Permits that are not Transferable Permits, shall use Commercially Reasonable Efforts to obtain all Permits, Permits and Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included AssetsBusiness. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each Neither of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shallParties hereto will, without the prior written consent of the otherother Party, advocate take or fail to take any action that action, which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the ClosingClosing Date, without further consideration, Seller will will, at its own expense, execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, request in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, purchase of the Included Purchased Assets or to more effectively vest in Buyer such good and marketable title to the Included Purchased Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the ClosingClosing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to The parties will execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices, transfers and assurances as may be reasonably required for the terms better assuring, conveying, assigning, transferring and conditions confirming unto Purchaser the Property and for carrying out the intentions or facilitating the consummation of the transactions contemplated by this Agreement. In furtherance thereof, the parties hereto shall cooperate with each of the Parties hereto will use Commercially Reasonable Efforts other to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale, transfer, conveyance and assignment of the Included Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay effectuate the transactions contemplated by this Agreement or which could reasonably be expected and to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the otherminimize transaction costs. Buyer The parties further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets or to more effectively vest in Buyer such title to the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts agree to cooperate with each otherother in connection with (i) any filings pursuant to Regulation SX, (ii) reviewing and addressing claims by tenants with respect to operating expenses billed at the Building, (iii) employment matters described in Section 9.3 of this Agreement, and (iv) any other matters relating to the period prior to the Closing. The provisions of this Section 16.16 shall survive the Closing for a period without expiration. TENANT ESTOPPELS. Seller shall request each of the Other Tenants under a Lease to deliver an estoppel certificate in the form of the Standard Tenant Estoppel and Seller shall use Commercially Reasonable Efforts exercise good faith, commercially reasonable efforts to cause NMC such tenants to cooperate with Buyer, furnish executed Standard Tenant Estoppels and to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign deliver the same if an attempted assignment would constitute a breach thereof or be unlawfulto Purchaser; provided, and Sellerhowever, at its expense, shall use Commercially Reasonable Efforts to obtain Purchaser will accept any Standard Tenant Estoppel with such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing modifications thereto (i) appoint Buyer to be Seller's agent with respect conform the same to the form of estoppel such Nontenant is obligated to deliver under its applicable Lease, and such further non-material Contract and/or modifications thereof, (ii) enter into such arrangements with Buyer as are reasonably necessary making note of items which constitute Permitted Encumbrances or which Seller otherwise agrees to provide Buyer with discharge, or (iii) to conform the benefits and obligations (including post-Closing Liabilities) of such Non-material Contractsame to the Leases or other information delivered to Purchaser or made available for its review. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to BuyerNO RECORDING. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under Neither this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the nor any memorandum hereof may be recorded without first obtaining Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such servicesconsent thereto. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this AgreementThe parties shall, each of the Parties hereto will use Commercially Reasonable Efforts to take, or cause to be taken, all actionat any time, and from time to dotime, or cause to be doneafter the Closing Date, all things necessaryexecute and deliver such further instruments of sale, proper or advisable under applicable Laws to consummate and make effective the saleconveyance, transfer, conveyance assignment and assignment of the Included Assets confirmation, provide such materials and the assignment of the Assumed Liabilities information and Obligations take such additional action as may be reasonably necessary or the exclusion of the Excluded Liabilities pursuant desirable in order to this Agreementmore effectively effect, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contraryconsummate, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses confirm or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay evidence the transactions contemplated by this Agreement or which could reasonably be expected and the Transaction Documents to causethe full extent permitted by Law, or to contribute put Buyer in actual possession and operating control of the Business and the Acquired Assets and to causingassist Buyer in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill their obligations under this Agreement and the other transactions contemplated hereby, including, without limitation: (i) inventorying and listing of the Acquired Assets, (ii) using their best efforts to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to obtain any third party consents not obtained as of the Closing Date, neither it nor its Affiliates will enter into (iii) filing of tax returns, including, without limitation, the filing of sales and use tax returns and notices as any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer as Buyer party hereto may reasonably requestrequire, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets or to more effectively vest in Buyer such title to the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (civ) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, cooperating to facilitate the transition of the information systems, computer applications Business customers and processing of data at the Facilities in a timely manner and in formats reasonably acceptable suppliers to Buyer. , (dv) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of obtaining executed UCC termination statements for all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent Liens with respect to such Non-material Contract and/or the Acquired Assets (iiother than Permitted Encumbrances) enter into such arrangements with Buyer as and (vi) cooperating to facilitate the transfer of title of all vehicles that are reasonably necessary to provide Buyer with the benefits owned by Sellers and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain that constitute an assignment of such Non-material Contract Acquired Asset from Sellers to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Sellers and Buyer and Seller agree to provide such services to each otherwill, and to the extent Commercially Reasonablewill cause each of their Affiliates to, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI coordinate and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease cooperate with each of the facility located other parties in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to exchanging such information and supplying such assistance as may be reasonably requested by Sellers or Buyer for a period of up to three (3) years pursuant to in connection with the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment filings and other equipment required under or necessary for performance actions contemplated by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreementsthis Section 8(b).

Further Assurances; Cooperation. (a) Subject At any time and from time to time after the terms Closing, Seller shall, at the reasonable request of Buyer and conditions at Buyer's expense and without further consideration to Seller, execute and deliver any further bills of sale, endorsements, assignments and other instruments of conveyance and transfer, and take such other actions as Buyer may reasonably request in order (i) more effectively to transfer, convey, assign and deliver to Buyer, and to place Buyer in actual possession and operating control of, and to vest, perfect or confirm, of record or otherwise, in Buyer all right, title and interest in, to and under the Assets, (ii) to assist in the collection or reduction to possession of any and all of the Assets or to enable Buyer to exercise and enjoy all rights and benefits with respect thereto, or (iii) to otherwise carry out the intents and purposes of this Agreement. In the case of rights (including, each without limitation, under any Assumed Contract) which cannot be transferred effectively without the consent of third parties, Seller shall use its best efforts (within commercially reasonable limits) to obtain such consent and to assure to Buyer the Parties benefits thereof during the respective terms thereof. (b) From and after the date hereof, the parties hereto will shall cooperate and respectively use Commercially Reasonable Efforts all reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws law or otherwise to consummate and make effective the sale, transfer, conveyance and assignment of the Included Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, . Without limitation of the Included Assets or to more effectively vest in Buyer such title to the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing foregoing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer and Seller agree to provide such services to each other, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such services. (f) Seller shall cooperate with with, and not resist or impede, any reasonable efforts by Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to sell any consigned goods included in the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing Inventory Report and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreementscooperate with, and shall have caused the Facilities not resist or impede, any reasonable efforts of Seller to be capable pursue or defend its standing to assert its rights in all causes of producing action, litigation and absorbing all ancillary services which are required claims referred to be produced in Section 1.2(e) and absorbed under such agreements(f).

Further Assurances; Cooperation. (a) Subject to From and after the terms Closing, the Seller and conditions of this Agreement, the Purchaser each of the Parties hereto will use Commercially Reasonable Efforts its best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the sale, transfer, conveyance Contemplated Transactions and assignment of to cooperate with each other in connection with the Included Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreementforegoing, including using Commercially Reasonable Efforts to: (i) obtain all necessary waivers, consents and approvals from other parties; (ii) obtain all Governmental Authorizations that are required to ensure satisfaction be obtained under any Law and (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority. In connection therewith, the conditions precedent Seller will cause the Nominee to each Party's take such actions as are necessary, proper or advisable to facilitate the Contemplated Transactions. In no event, however, will the Seller be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations hereunder. under this Section 5.1. (b) Notwithstanding anything and without limiting Section 5.2 hereof, the parties further acknowledge that, in the previous sentence to the contrary, connection with certain intercompany transfers and transactions that may be undertaken by Seller and Buyer shall use Commercially Reasonable Efforts to obtain all Permits, Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shall, without the prior written consent of the other, advocate or take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that Affiliates prior to the Closing Date, neither it nor its Affiliates will enter into any other contract certain assets and related rights may continue to acquire or market or control be held in the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval name of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the Closing, Seller will execute and deliver such documents to Buyer Company as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets or to more effectively vest in Buyer Closing Date (such title to assets and rights the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller“Non-transferred Assets”), subject to the Permitted Encumbrances. From time to time after the Closing, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Parties shall use Commercially Reasonable Efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with BuyerClosing Date, to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to Buyer. (d) To the extent that Seller's rights under any the Purchaser discovers the existence of a Non-material Contract may not be assigned without Transferred Asset, the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement parties will cooperate in good faith to assign effect the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) transfer of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue transferred Asset from the Company to use Commercially Reasonable Efforts after an entity designated by the Closing to obtain an assignment Seller, provided that this would not alter the original intent of such Non-material Contract to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under parties as evidenced by this Agreement with respect to the extent permissible. (e) For a reasonable period of time after the Closing Date, Buyer Interests to be sold and Seller agree to provide such services to each other, and transferred to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease of the facility located in South Haven, Michigan that is part of Emergency Operations Facilities from Seller to Buyer for a period of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such servicesPurchaser. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure that the Phase I environmental site assessments, as amended, meet the requirements of 40 C.F.R. Section 312 as of the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meters, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as the seller of energy) under the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreements.

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this Agreement, each of the Parties hereto will use Commercially Reasonable Efforts commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale, transfer, conveyance and assignment of the Included Point Beach Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this AgreementAgreement and to consummate and make effective the other transactions contemplated by this Agreement and the Ancillary Agreements, including using Commercially Reasonable Efforts commercially reasonable efforts to ensure satisfaction of the conditions precedent to each Party's ’s obligations hereunderhereunder and thereunder, and including all regulatory approvals. Notwithstanding anything in the previous sentence to the contrary, Seller and Buyer the Parties shall use Commercially Reasonable Efforts commercially reasonable efforts to obtain all Permits, Permits and Environmental Permits and NRC Licenses necessary for Buyer to acquire and operate the Included Point Beach Assets. Seller shall be responsible at its cost for providing all notices required under, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's Agreements, Non-material Contracts, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items to be delivered by Seller at Closing. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not be required to assume additional out-of-pocket costs, expenses or Liabilities in connection therewith. Neither Buyer nor Seller shallnor any of their respective Affiliates will, without the prior written consent of the otherother Party, advocate or take any action that which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire or market or control the output of, nor acquire or market or control the output of, electric generation facilities or uncommitted generation capacity if the proposed acquisition or the ability to market or control output of such additional electric generation facilities or uncommitted generation capacity would increase the market power attributable to Buyer in a manner materially adverse to approval of the transactions contemplated hereby or would otherwise prevent or materially interfere with the transactions contemplated by this Agreement. (b) From time to time after the ClosingClosing Date, Seller will execute and deliver or make available such documents to Buyer as Buyer may reasonably request, at Seller's Buyer’s expense, in order to more effectively consummate the sale and purchase, including the transfer, conveyance and assignment, of the Included Assets transactions contemplated by this Agreement or to more effectively vest in Buyer such title to the Included Assets (or such rights to use, with respect to Seller's interest in Included Assets not owned by Seller)Point Beach Assets, subject to the Permitted Encumbrances. From time to time after the ClosingClosing Date, without further consideration, Buyer will, at its own expense, execute and deliver or make available such documents to Seller as Seller may reasonably request in order to evidence Buyer's ’s assumption of the Assumed Liabilities and ObligationsLiabilities. (c) The Parties shall use Commercially Reasonable Efforts commercially reasonable efforts to cooperate with each other, and Seller shall use Commercially Reasonable Efforts to cause NMC to cooperate with Buyer, other to facilitate the transition of the information systems, computer applications and processing of data at the Facilities in a timely manner and in formats reasonably acceptable to BuyerFacilities. (d) To Anything in this Agreement to the extent that Seller's rights under any Non-material Contract may not be assigned without the consent of another Person which consent has not been obtainedcontrary notwithstanding, this Agreement shall not constitute an agreement to assign the same any contract or agreement or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or be unlawfulineffective with respect to any party thereto. To the extent that Seller’s rights under any contract or agreement may not be assigned without the consent of another Person, and Seller, at its expense, shall use Commercially Reasonable Efforts commercially reasonable efforts to obtain any such required consent(s) consent as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Non-material Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Non-material Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, then Seller, to the maximum extent permitted by Law and such Non-material Contract (as reasonably determined by Seller in consultation with its counsel), shall, after the Closing (i) appoint Buyer to be Seller's agent with respect to such Non-material Contract and/or (ii) enter into such arrangements with Buyer as are reasonably necessary to provide Buyer with the benefits and obligations (including post-Closing Liabilities) of such Non-material Contract. Seller and Buyer shall cooperate and Seller shall continue to each use Commercially Reasonable Efforts commercially reasonable efforts for a reasonable period of time after the Closing to obtain an assignment of such Non-material Contract contract or agreement to Buyer. In the event that any such consent to assignment has not been obtained, the Parties agree to proceed under this Agreement to the extent permissible. Without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date, Seller will direct and use reasonable good faith efforts to cause NMC to obtain, or cause to be obtained, the written consent of the other parties to the NMC Intellectual Property and any Seller’s Agreement to which NMC is a party, or, if required, novation thereof to Buyer or, alternatively, written confirmation from such parties reasonably satisfactory in form and substance to Buyer and Seller that such consent is not required. (e) For a Buyer shall use commercially reasonable period of time after the Closing Dateefforts to cooperate with Seller, Buyer upon Seller’s reasonable request and Seller agree to provide such services to each otherat Seller’s expense, and to the extent Commercially Reasonable, Seller shall cause NMC to provide such services to Buyer, as are reasonably required to the extent necessary to ensure the continuity of support for Palisades, the Big Rock ISFSI and the in Seller's other facilities and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted, including mutually acceptable arrangements regarding the lease ’s prosecution of the facility located Department of Energy Claim and, if applicable, in South Haven, Michigan that is part Seller’s commencement and prosecution of Emergency Operations Facilities from Seller to Buyer for a period the Department of up to three (3) years pursuant to the Emergency Operations Facilities Lease. Buyer and Seller will agree, as promptly as practicable, following the Effective Date, on the nature of such servicesEnergy Potential Claim. (f) Seller shall cooperate with Buyer and use Commercially Reasonable Efforts During the period from the date hereof to cause NMC to agree to (i) maintain all data relating to the Indus PassPort and Indus EMPAC software applications (the "Indus Software") on NMC's or third party service provider's servers for the 12-month period following the Closing and (ii) allow Buyer and its Affiliates to interface with such servers and provide such related services such that Buyer and its Affiliates shall be able to access and import all data relating to the Included Assets that is included in the Indus Software. (g) Not earlier than 90 days prior to the Closing Date and before the Closing Date, Seller shall direct and use good faith efforts to cause NMC to be prepared cooperate with Buyer to execute Buyer’s thermal power uprate project, as more specifically described in Section 5.4(f) of Buyer’s Disclosure Schedule, at Buyer’s sole cost, expense and shall deliver to Buyer an update of the Phase I environmental site assessment of the Palisades Site risk; unless Seller and the Big Rock ISFSI Site and amendments thereto previously provided to Buyer. Such Phase I updates will ensure NMC determine in their reasonable judgment that the Phase I environmental site assessments, as amended, meet allocation of NMC personnel and other resources required to cooperate with Buyer on such project will have an adverse impact to the requirements safe operation of 40 C.F.R. Section 312 as of Point Beach or the Calculation Reconstitution Project. (g) During the period from the date hereof to the Closing Date. The cost of such updates shall be shared equally between Buyer and Seller. (h) At the Closing, Seller shall have caused all revenue meterswill use reasonable good faith efforts to cause NMC to identify, telemetering equipment and other equipment required under or necessary for performance by Buyer (in its capacity as to the seller of energy) under extent practicable, the Power Purchase Agreement and the Interconnection Agreement to be installed and operational within the accuracy and tolerances required pursuant to such agreements, and shall have caused the Facilities to be capable of producing and absorbing all ancillary services which are required to be produced and absorbed under such agreementsNMC Assets.