Common use of Inclusion/Exclusion of Certain Assets Clause in Contracts

Inclusion/Exclusion of Certain Assets. (a) Purchaser agrees to use its reasonable best efforts to obtain the approval described in clause (ii) of the definition of Purchaser Required Regulatory Approvals in a manner reasonably satisfactory to Purchaser that will allow Purchaser to purchase and own, operate and maintain after the Closing the PSE Colstrip Transmission Assets, and to consult with Seller prior to abandoning its efforts to do so. If, notwithstanding Purchaser's compliance with the preceding sentence and with Section 5.01, such Purchaser Required Regulatory Approval is not obtained from FERC with respect to the proposed purchase, ownership or operation of the PSE Colstrip Transmission Assets, or is finally denied by FERC, within seven (7) months from the date of execution of this Agreement, or in the event that the condition set forth in Section 6.12 has not been satisfied on or prior to the Closing, then (i) at the Closing, Seller and Purchaser shall enter into the Transmission Service Agreement and the Separation Document, (ii) the PSE Colstrip Transmission Assets shall be Excluded Assets hereunder, (iii) the Purchase Price shall be reduced by the PSE Transmission Amount and (iv) the conditions to Closing described in Sections 6.05 and 7.05 shall be deemed satisfied with respect to such Purchaser Required Regulatory Approval solely with respect to the PSE Colstrip Transmission Assets but shall not be deemed satisfied with respect to any other Assets, provided that Seller shall have the right, in its sole discretion, to waive such seven (7) month period and to require Purchaser to continue to pursue such approval, consistent with Purchaser's obligations under Section 5.01 hereof, for such time period(s) as Seller may determine, not to exceed the time period provided for in Section 11.01(d) hereof.

Inclusion/Exclusion of Certain Assets. (a) Purchaser agrees to use its reasonable best efforts to obtain the approval described in clause (iiiii) of the definition of Purchaser Required Regulatory Approvals in a manner reasonably satisfactory to Purchaser that will allow Purchaser to purchase and own, operate and maintain after the Closing the PSE Colstrip 4 Transmission Assets, and to consult with Seller prior to abandoning its efforts to do so. If, notwithstanding Purchaser's compliance with the preceding sentence and with Section 5.01, such Purchaser Required Regulatory Approval is not obtained from FERC with respect to the proposed purchase, ownership or and operation of the PSE Colstrip 4 Transmission Assets, or is finally denied by FERC, within seven (7) months from of the date of execution of this Agreement, or in the event that the condition set forth in Section 6.12 has not been satisfied on or prior to the Closing, then (isubject to Section 1.10(b),(i) at the Closing, Closing Seller and Purchaser shall enter into a transmission service agreement for firm transmission service pursuant to Seller's open access transmission tariff (the "Colstrip 4 Transmission Service Agreement and the Separation DocumentAgreement"), (ii) the PSE Colstrip 4 Transmission Assets shall be Excluded Assets hereunder, (iii) Purchaser shall not be obligated to pay the Purchase Price shall be reduced by the PSE Colstrip 4 Transmission Amount at the Closing, and (iv) the conditions condition to Closing described in Sections 6.05 and 7.05 shall be deemed satisfied with respect to such Purchaser Required Regulatory Approval solely with respect to the PSE Colstrip 4 Transmission Assets but shall not be deemed satisfied with respect to any other Assets, provided provided, that Seller shall have the right, in its sole discretion, to waive such seven (7) month period period, and to require Purchaser to continue to pursue such approval, consistent with Purchaser's obligations under Section 5.01 hereof, for such time period(s) as Seller may determine, not to exceed the time period provided for in Section 11.01(d) hereof. Purchaser acknowledges that, in any event, Seller shall remain the operator of the Colstrip 4 Transmission Assets pursuant to the Colstrip Project Transmission Agreement dated May 6, 1981, as amended February 14, 1990, December 30, 1996, and July 13, 1998, between Seller, Puget, PGE, WWP and Pacific.

Inclusion/Exclusion of Certain Assets. (a) Purchaser agrees to use its reasonable best efforts to obtain the approval described in clause (iiiii) of the definition of Purchaser Required Regulatory Approvals in a manner reasonably satisfactory to Purchaser that will allow Purchaser to purchase and own, operate and maintain after the Closing the PSE Colstrip 4 Transmission Assets, and to consult with Seller prior to abandoning its efforts to do so. If, notwithstanding Purchaser's compliance with the preceding sentence and with Section 5.01, such Purchaser Required Regulatory Approval is not obtained from FERC with respect to the proposed purchase, ownership or and operation of the PSE Colstrip 4 Transmission Assets, or is finally denied by FERC, within seven (7) months from of the date of execution of this Agreement, or in the event that the condition set forth in Section 6.12 has not been satisfied on or prior to the Closing, then (isubject to Section 1.10(b),(i) at the Closing, Closing Seller and Purchaser shall enter into a transmission service agreement for firm transmission service pursuant to Seller's open access transmission tariff (the "Colstrip 4 Transmission Service Agreement and the Separation DocumentAgreement"), (ii) the PSE Colstrip 4 Transmission Assets shall be Excluded Assets hereunder, (iii) Purchaser shall not be obligated to pay the Purchase Price shall be reduced by the PSE Colstrip 4 Transmission Amount at the Closing, and (iv) the conditions condition to Closing described in Sections 6.05 and 7.05 shall be deemed satisfied with respect to such Purchaser Required Regulatory Approval solely with respect to the PSE Colstrip 4 Transmission Assets but shall not be deemed satisfied with respect to any other Assets, provided provided, that Seller shall have the right, in its sole discretion, to waive such seven (7) month period period, and to require Purchaser to continue to pursue such approval, consistent with Purchaser's obligations under Section 5.01 hereof, for such time period(s) as Seller may determine, not to exceed the time period provided for in Section 11.01(d) hereof. Purchaser acknowledges that, in any event, Seller shall remain the operator of the Colstrip 4 Transmission Assets pursuant to the Colstrip Project Transmission Agreement dated May 6, 1981, as amended February 14, 1990, December 30, 1996, and July 13, 1998, between Seller, Puget, PGE, WWP and Pacific. (b) In the event that, notwithstanding Seller's compliance with Section 4.01, Seller has been unable to obtain all consents or approvals required in connection with the transfer of the Colstrip 4 Generation Assets, Seller may elect to exclude from the Assets being sold to Purchaser hereunder, all of Seller's rights, title and interest in, to and under the Colstrip 4 Generation Assets. In such event (i) the Colstrip 4 Generation Assets shall be Excluded Assets hereunder, (ii) the Base Purchase Price shall be reduced by an amount equal to $40,000,000, (iii) the conditions to Closing described in Sections 6.05, 6.06, 6.07, 7.05, and 7.06, as and only to the extent that they relate to consents and approvals required in respect of or pursuant to any Colstrip 4 Generation Assets, shall be deemed satisfied, and (iv) the Colstrip 4 Transmission Assets shall become Excluded Assets and all of the provisions of Section 1.10(a)(i)through (iv) shall become operative with respect to the Colstrip 4 Transmission Assets. (c) In the event that, notwithstanding Seller's and Purchaser's compliance with Sections 4.01 and 5.01, an Asset Group identified on Schedule I hereto cannot be conveyed at the Closing due to a failure to obtain a Seller Required Regulatory Approval and/or a Purchaser Required Regulatory Approval with respect to such Asset Group on terms and conditions reasonably satisfactory to Purchaser, or the Closing conditions in Sections 6.05 and 6.06 and, if applicable, Section 6.07 are not satisfied with respect to such Asset Group, then such Asset Group shall be excluded from the Assets being sold to Purchaser hereunder. In such event (i) such Asset Group shall be Excluded Assets hereunder, (ii) the Base Purchase Price shall be reduced by the amount relating to such Asset Group identified on Schedule I hereto, and (iii) the conditions to Closing described in Sections 6.05, 6.06,7.05 and 7.06 and, if applicable, Section 6.07 as and only to the extent that they relate to consents and approvals required in respect of or pursuant to such Asset Group, shall be deemed satisfied; (d) Purchaser has been provided copies of title insurance commitments covering certain of the Assets and intends to obtain at its expense additional title commitments and title policies. Seller agrees to use reasonable efforts to cure title objections of which Seller is notified by Purchaser, to the extent title would not otherwise satisfy Seller's obligations with respect to the title to be delivered by Seller in compliance with Section 1.05(a) of this Agreement. From and after the date hereof and through the Closing, Seller shall use reasonable efforts to cure and remove exceptions to title to the Real Property (other than those exceptions referred to in the preceding sentences)of which Seller is notified by Purchaser in writing; provided, however, that in no event shall Seller be obligated to incur expenses or make payments of any nature in excess of $1,100,000 in discharging its obligations set forth in this sentence. Nothing in the two preceding sentences shall change or otherwise affect the nature of the title to the Real Property that Seller is obligated to transfer to Purchaser in compliance with this Agreement. In the event that (i)Seller is unable to deliver, at the Closing, title in compliance with this Agreement with respect to an Asset Group, (ii) an Asset Group is the subject of a material condemnation proceeding, or (iii) an Asset Group is damaged or destroyed in any material respect and such damage or destruction is not remedied by Seller prior to the Closing, then the affected Asset Group shall be Excluded Assets hereunder and the Base Purchase Price shall be adjusted by the amount relating to such Asset Group identified on Schedule I hereto. If any such Asset Group is treated as an Excluded Asset as provided above in this Section 1.10(d), the conditions to Closing set forth in Articles VI and VII shall be deemed satisfied as and only to the extent that they relate to the title, condemnation or damage and destruction, as the case may be, with respect to such Asset Group.

Inclusion/Exclusion of Certain Assets. (a) Purchaser agrees to use its reasonable best efforts to obtain the approval described in clause (ii) of the definition of Purchaser Required Regulatory Approvals in a manner reasonably satisfactory to Purchaser that will allow Purchaser to purchase and own, operate and maintain after the Closing the PSE PGE Colstrip Transmission Assets, and to consult with Seller prior to abandoning its efforts to do so. If, notwithstanding Purchaser's compliance with the preceding sentence and with Section 5.01, such Purchaser Required Regulatory Approval is not obtained from FERC with respect to the proposed purchase, ownership or operation of the PSE PGE Colstrip Transmission Assets, or is finally denied by FERC, within seven (7) months from the date of execution of this AgreementAgreement or, or in the event that the condition set forth in Section 6.12 has not been satisfied on or prior to the Closing, then (i) at the Closing, Seller and Purchaser shall enter into the Transmission Service Agreement and the Separation Document, (ii) the PSE PGE Colstrip Transmission Assets shall be Excluded Assets hereunder, (iii) the Purchase Price shall be reduced by the PSE PGE Colstrip Transmission Amount Amount, and (iv) the conditions to Closing described in Sections 6.05 and 7.05 shall be deemed satisfied with respect to such Purchaser Required Regulatory Approval solely with respect to the PSE PGE Colstrip Transmission Assets but shall not be deemed satisfied with respect to any other Assets, provided that Seller shall have the right, in its sole discretion, to waive such seven (7) month period and to require Purchaser to continue to pursue such approval, consistent with Purchaser's obligations under this Section 5.01 hereof, for such time period(s) as Seller may determine, not to exceed the time period provided for in Section 11.01(d) hereof.