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.

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 ’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 ’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.

Further Assurances; Cooperation. (a) 6.6.1 Subject to the terms and conditions of this Agreement, each of the Parties hereto will shall 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 Assets, the assignment and assumption of the Assumed Liabilities Liabilities, and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreementand the Excluded Assets, including using Commercially Reasonable Efforts to ensure satisfaction all of Sellers’ Required Regulatory Approvals and Buyer’s Required Regulatory Approvals are obtained, and the conditions precedent to each Party's ’s obligations hereunderhereunder are satisfied. Notwithstanding anything in Without limiting the previous sentence generality of the foregoing, from time to time after the contraryClosing, Seller Sellers and Buyer shall use Commercially Reasonable Efforts execute and deliver such documents as the other Party may reasonably request, without further compensation and at their own respective expense, in order to obtain all Permitsmore effectively evidence the transfer, Environmental Permits conveyance 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 underassignment, and obtaining all assignments, consents to transfer and similar documents for, each of the Seller's AgreementsAssets, Non-material ContractsXxxxx’s assumption of the Assumed Liabilities or to more effectively vest in Buyer such title to the Assets, Fuel Contracts, Emergency Equipment Easements, Transferable Permits, and other items subject to be delivered by Seller at Closingthe Permitted Encumbrances. Buyer shall use its Commercially Reasonable Efforts to assist Seller in obtaining such consents and assignments, but shall not Except as may be required to assume additional out-of-pocket costsby Law, expenses neither Buyer or Liabilities in connection therewith. Neither Buyer Parent Guarantor nor Seller Sellers shall, without the prior written consent of the otherothers, 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 Party or Parties 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 Party 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 AgreementParties.

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 Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities Purchased Interests pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder, including, without limitation, all regulatory approvals. Notwithstanding anything in the previous sentence to the contrary, Seller Sellers and Buyer 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 NMP-2 Assets. Seller shall be responsible at its cost for providing all notices required underNeither Buyer, and obtaining all assignmentson the one hand, consents to transfer and similar documents fornor Sellers, each of on the Seller's Agreementsother hand, 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, will without the prior written consent of the other, advocate 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 ofacquire, nor acquire or market or control the output ofacquire, 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 are reasonably likely 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; provided, however, that nothing herein shall prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is hereby granted by Buyer to such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (such acquisition being referred to herein as an "Additional Co-Tenant Interest Acquisition"); provided, further, that all regulatory filings with respect to such Additional Co-Tenant Interest Acquisition shall only be made following the Closing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement.

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.

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 Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities Purchased Interests pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder, including, without limitation, all regulatory approvals. Notwithstanding anything in the previous sentence to the contrary, Seller Sellers and Buyer 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 NMP-2 Assets. Seller shall be responsible at its cost for providing all notices required underNeither Buyer, and obtaining all assignmentson the one hand, consents to transfer and similar documents fornor Sellers, each of on the Seller's Agreementsother hand, 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, will without the prior written consent of the other, advocate 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 ofacquire, nor acquire or market or control the output ofacquire, 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 are reasonably likely 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; PROVIDED, HOWEVER, that nothing herein shall prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is hereby granted by Buyer to such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (such acquisition being referred to herein as an "ADDITIONAL CO-TENANT INTEREST ACQUISITION"); PROVIDED, FURTHER, that all regulatory filings with respect to such Additional Co-Tenant Interest Acquisition shall only be made following the Closing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement.

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 reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the sale, transfer, conveyance conveyance, assignment and assignment delivery of the Included Assets and Acquired Assets, the assignment assumption of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities pursuant to this Agreement, including using Commercially Reasonable Efforts taking reasonable action that is within the reasonable control of such Party to satisfy or cause to be satisfied the conditions precedent to the other Party’s obligations hereunder, including, subject to the terms of Section 6.6, all regulatory approvals; provided, however, that except for the OUC Termination Payment and the FMPA Transfer Payment by Buyer under Section 3.4, nothing herein shall require either Party to incur more than immaterial expenses or payments in obtaining the agreement of FMPA to the FMPA Transfer Agreement or OUC to the OUC Termination Agreement. To the extent that authorized representatives of the Parties determine that the implementation of any covenant or obligation under this Agreement of a Party is not consistent with, or may be likely to impede, the satisfaction of the conditions precedent to a Party’s obligations hereunder, including, subject to the terms of Section 6.6, obtaining all regulatory approvals, the Parties may by mutual written agreement (but without need for any amendment of this Agreement) agree to take alternative actions that the Parties determine are necessary or desirable to ensure satisfaction of the conditions precedent to each Party's ’s obligations hereunder. Notwithstanding anything in the previous sentence hereunder or 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 otherwise ensure consummation of the Seller's Agreementstransactions contemplated by this Agreement. Except as permitted on Schedule 6.4(a), 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 neither Buyer nor Seller shallwill, without the prior written consent of the other, 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 the Ancillary Agreements or which could would 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.

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 Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities Purchased Interests pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's ’s obligations hereunder, including, without limitation, all regulatory approvals. Notwithstanding anything in the previous sentence to the contrary, Seller Sellers and Buyer 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 NMP-2 Assets. Seller shall be responsible at its cost for providing all notices required underNeither Buyer, and obtaining all assignmentson the one hand, consents to transfer and similar documents fornor Sellers, each of on the Seller's Agreementsother hand, 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, will without the prior written consent of the other, advocate 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 ofacquire, nor acquire or market or control the output ofacquire, 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 are reasonably likely 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; provided, however, that nothing herein shall prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is hereby granted by Buyer to such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (such acquisition being referred to herein as an “Additional Co-Tenant Interest Acquisition”); provided, further, that all regulatory filings with respect to such Additional Co-Tenant Interest Acquisition shall only be made following the Closing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement.

Further Assurances; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Each of the Parties hereto parties will use Commercially Reasonable Efforts to take, or cause to be taken, all actionprovide such other information, and to doexecute and deliver all such other and additional instruments, or cause to notices, releases, undertakings, consents and other documents, and will do all such other acts and things, as may be done, all things necessary, proper or advisable under applicable Laws reasonably requested by the other parties as necessary 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 effectuate the transactions contemplated by this Agreement. The parties shall take or shall cause to be taken such other reasonable actions as may be required to more effectively transfer, convey and assign to, and vest in, Buyer, and put Buyer in possession of, the Purchased Assets and Assumed Liabilities as contemplated by this Agreement. In the event that any of the Purchased Assets was not able to be conveyed, transferred and assigned to Buyer at Closing because Buyer agreed to close despite any waiting or notice period that has not expired or any consents or approvals for such conveyance, transfer and assignment that were not obtained, then the legal interest in Purchased Assets shall not be conveyed, transferred and assigned unless and until such waiting or notice period shall have expired or until approval, consent or waiver thereof is obtained. Sellers and Buyer shall use commercially reasonable efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable following the Closing and to fully consummate such transfers thereupon. Without limiting Sections 2.3, 2.4 or 2.5 or Article 6, the failure to obtain any consents or approvals prior to execution of this Agreement shall not affect Buyer’s obligations to pay, or cause to be paid, the Purchase Price upon Closing in accordance with this Agreement. To the extent that there are Missing Assets, Sellers and Buyer will take any and all actions reasonably necessary to transfer to Buyer, or provide Buyer with a valid right to use, the Missing Assets, at Sellers’ cost; provided that Sellers shall not be required to pay (i) continuing costs (such as ordinary course license or maintenance fees) that would have been payable by Buyer after Closing if the Missing Asset in question had been included in the Purchased Assets in a customary manner, (ii) any costs or expenses incurred by Buyer in connection with the transfer of any Missing Asset (whether internal or external), including without limitation any fees and expenses of counsel and any internal expense allocations or (iii) any consent or similar fees payable to third parties in connection with the assignment or transfer to Buyer of any Missing Asset. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Purchased Assets which, as a matter of law or by the terms of any legally binding contract to which either Seller is subject, is not assignable without the consent of any other Person, unless such consent shall have been given or the parties mutually agree to forego any request for such consent. Pending the consummation of the assignments, conveyances and transfers referred to in this Section 5.1, Sellers shall hold any such non-transferred Purchased Assets for the benefit and at the risk of Buyer and until so consummated shall cooperate and enter into, and shall use commercially reasonable efforts to cause any applicable third parties to enter into, arrangements reasonably satisfactory in form and substance to Buyer and Sellers providing for the allocation to, and control by, Buyer of the benefits and rights of ownership of such Purchased Assets as if such assignments, conveyances and transfers had been consummated with respect to such Purchased Assets; provided, however, that in no event shall this Section 5.1 be deemed to require Sellers to pay any money to any third party in order to obtain any such third party’s consent.

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 (iii) filing of tax returns, including, without limitation, the filing of sales and use tax returns and notices as any party hereto may reasonably require, (iv) cooperating to facilitate the transition of Business customers and suppliers to Buyer, (v) obtaining executed UCC termination statements for all Liens with respect to the Acquired Assets (other than Permitted Encumbrances) and (vi) cooperating to facilitate the transfer of title of all vehicles that are owned by Sellers and that constitute an Acquired Asset from Sellers to Buyer. Sellers and Buyer will, and will cause each of their Affiliates will enter into any to, coordinate and cooperate with each of the other contract to acquire parties in exchanging such information and supplying such assistance as may be reasonably requested by Sellers 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 connection with the transactions filings and other actions contemplated by this AgreementSection 8(b).

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 Assets and the assignment of the Assumed Liabilities and Obligations or the exclusion of the Excluded Liabilities Purchased Interests pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder, including, without limitation, all regulatory approvals. Notwithstanding anything in the previous sentence to the contrary, Seller Sellers and Buyer 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 NMP-2 Assets. Seller shall be responsible at its cost for providing all notices required underNeither Buyer, and obtaining all assignmentson the one hand, consents to transfer and similar documents fornor Sellers, each of on the Seller's Agreementsother hand, 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, will without the prior written consent of the other, advocate 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 ofacquire, nor acquire or market or control the output ofacquire, 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 are reasonably likely 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; provided, however, that nothing herein shall -------- ------- prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is hereby granted by Buyer to such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (such acquisition being referred to herein as an "Additional Co-Tenant Interest ----------------------------- Acquisition"); provided, further, that all regulatory filings with respect to ----------- -------- ------- such Additional Co-Tenant Interest Acquisition shall only be made following the Closing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement.