Common use of Legal and Other Compliance Clause in Contracts

Legal and Other Compliance. Such Seller has not received any written notice from any Governmental Authority that such Seller is not in compliance with all Laws (other than Environmental Laws) applicable to the Acquired Assets or the Assumed Liabilities other than as disclosed in Schedule 3.11(i) and such Seller is not in violation of such Laws, except for any violations that, in the aggregate, would not be likely to have a Plant Material Adverse Effect. All Permits necessary for the ownership and operation of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iii), all reports and returns required to be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth on Schedule 3.11(ii), (i) all of such Permits are in full force and effect and no proceedings for the suspension or cancellation of any of them is pending or threatened and (ii) no notice of violation of any of such Permits has been received, except for notices of violation which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. All Permits are being complied with, except for violations which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. Schedule 2.1(f) sets forth all Transferable Permits and Schedule 3.11(ii) sets forth all other Permits applicable to the Acquired Assets. No Governmental Authority has taken any action (including NRC rules, regulations, orders or confirmatory action letters) that would prevent the Facility from operating at its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance with applicable Laws or NRC Commitments that would prevent the Facility from operating at its full-rated capacity at or after the Initial Closing Date. The Facility is in compliance with the Emergency Operation Criteria, adopted by the Northeast Power Coordinating Council ("NPCC"), as revised through January 1999, as set forth in NPCC Document A-3. All Revenue Meters (as such term is defined in the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE and NEPOOL requirements.

Legal and Other Compliance. Such (a) Seller has not received any written notice from any Governmental Authority that such Seller is not and PEPL are in compliance with all Laws (other than Environmental Laws) applicable Legal Requirements relating to the Acquired Assets conduct of the Business, no Action has been filed or commenced against Seller or PEPL alleging any failure so to comply, and neither Seller nor PEPL has received a notice of any investigation or review by any Governmental Authority with respect to the Business or the Assumed Liabilities other than as disclosed in Schedule 3.11(i) and such Seller is not in violation of such LawsAcquired Assets, except for any violations thatas would not, in the aggregate, would not reasonably be likely expected to have a Plant Material Adverse Effect. All Permits necessary for the ownership Seller and operation PEPL hold all material permits, registrations, licenses, orders and approvals of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iii), all reports and returns required to be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits necessary to conduct the Business as it is presently conducted, each of which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth on Schedule 3.11(ii), (i) all of such Permits are is in full force and effect (the “Seller Permits”), except where the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Seller and PEPL are in compliance in all respects with the terms of Seller Permits, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. There are no proceedings for Actions pending nor, to the Knowledge of Seller, threatened that seek the revocation, cancellation, suspension or cancellation adverse modification of any Seller Permit. Section 3.8 of the Disclosure Schedule sets forth a true, correct and complete list of all of the Seller Permits. (b) Neither Seller, PEPL, nor any of their Affiliates, nor any director, officer, agent or employee of any of them is pending them, has (i) used any funds for unlawful contributions, gifts, entertainment, or threatened and other unlawful expenses related to political activity, (ii) no notice made any unlawful payment or offered anything of value to foreign or domestic government officials, employees, political parties, or campaigns, (iii) made any other unlawful payment, or (iv) violated any applicable export control, money laundering, or anti-terrorism law or regulation, nor have any of them otherwise taken any action that would cause the Seller, PEPL, or any of their Affiliates to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law of similar effect. Any inaccuracies in the representations and warranties contained in this § 3.8(b) of which Seller does not have Knowledge shall constitute a breach hereof by Seller only if such Permits has been receivedinaccuracies, except for notices of violation which would not, individually or in the aggregate, have had, or would reasonably be likely expected to have have, a Plant Material Adverse Effect. All Permits are being complied with, except for violations which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. Schedule 2.1(f) sets forth all Transferable Permits and Schedule 3.11(ii) sets forth all other Permits applicable to the Acquired Assets. No Governmental Authority has taken any action (including NRC rules, regulations, orders or confirmatory action letters) that would prevent the Facility from operating at its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance with applicable Laws or NRC Commitments that would prevent the Facility from operating at its full-rated capacity at or after the Initial Closing Date. The Facility is in compliance with the Emergency Operation Criteria, adopted by the Northeast Power Coordinating Council ("NPCC"), as revised through January 1999, as set forth in NPCC Document A-3. All Revenue Meters (as such term is defined in the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE and NEPOOL requirements.

Legal and Other Compliance. Such Seller has not received any written notice from any Governmental Authority that such Seller (a) Each of the Company and its Subsidiaries is not in compliance with all Laws (other than Environmental Laws) applicable to it or to the Acquired Assets conduct or the Assumed Liabilities other than as disclosed in Schedule 3.11(i) and such Seller is not in violation operation of such Lawsits business, except for any violations that, in the aggregate, would such non compliance that has not had or could not be likely reasonably expected to have a Plant Material Adverse Effect. All Permits necessary for the ownership and operation of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iii), all reports and returns required to be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth in Section 3.13(a) of the Disclosure Schedule, neither the use of any of the properties or assets of the Company or any of its Subsidiaries, nor the conduct of any of their respective businesses conflicts with the rights of any other Person or violates, or with the giving of notice or the passage of time or both will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of any of their respective charter or bylaws or any Contract or Law to which the Company or its Subsidiaries is a party or by which any of them may be bound or affected. (b) The Company and its Subsidiaries hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Authorities and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on Schedule 3.11(iitheir respective businesses as they are conducted as of the date hereof (the “Permits”), (i) all of such Permits are not subject to any conditions or requirements that are not generally imposed on the holders thereof, and all such Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Permits individually or in the aggregate, has not had or could not be reasonably expected to have a Material Adverse Effect; and no proceedings for the suspension or cancellation of any of them proceeding is pending or threatened to the Knowledge of the Company, threatened, to revoke, suspend, cancel, terminate or otherwise adversely modify any Permit. Except as set forth in Section 3.13(b) of the Disclosure Schedule, the Company and (ii) no notice its Subsidiaries are, and have been at all times, in compliance with the terms of violation of any of such Permits has been receivedthe Permits, except for notices where the failure to be in compliance with the terms of violation which would notthe Permits, individually or in the aggregate, has not had or could not reasonably be likely expected to have a Plant Material Adverse Effect. All Permits are being complied . (c) Except as set forth in Section 3.13(c) of the Disclosure Schedule, since January 1, 2004 neither the Company nor any of its Subsidiaries has received any written notification from any governmental authority (A) asserting that the Company or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with any Laws, except for violations which would notany such lack of compliance which, individually or in the aggregate, has not had or could not reasonably be likely expected to have a Plant Material Adverse Effect, or (B) threatening to revoke any Permit (except for any such revocation which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect), nor to the Knowledge of the Company does any Basis exist therefore. Schedule 2.1(f) sets forth all Transferable Permits and Schedule 3.11(ii) sets forth all None of the Company or its Subsidiaries has Knowledge of any proposed Laws, governmental takings, condemnations, investigations or other Permits proceedings which would be applicable to the Acquired Assets. No Governmental Authority its business, operations or properties and which could reasonably be expected to have a Material Adverse Effect on its properties, assets, or operations. (d) The Company and each of its Subsidiaries has taken any action (including NRC rules, regulations, orders or confirmatory action letters) that would prevent the Facility from operating at conducted its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance export transactions in substantial conformity with applicable Laws provisions of the export control laws and regulations of all relevant jurisdictions, including but not limited to the U.S. Export Administration Act and implementing U.S. Export Administration Regulation. Without limiting the foregoing, the Company represents and warrants that (i) the Company and each of its Subsidiaries has obtained all export licenses and other approvals required for its exports of products, software and technologies from the United States or NRC Commitments that would prevent from Sweden, as applicable; (ii) the Facility from operating at Company and each of its full-rated capacity at or after the Initial Closing Date. The Facility Subsidiaries is in material compliance with the Emergency Operation Criteriaterms of all applicable export licenses or other approvals; and (iii) there are no actions, adopted by pending or, to the Northeast Power Coordinating Council Company’s Knowledge, threatened claims, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ export transactions, licenses or permits that could reasonably be expected to give rise to any future Liability. ("NPCC"), as revised through January 1999, e) Except as set forth in NPCC Document A-3. All Revenue Meters (as such term is defined Section 3.13(e) of the Disclosure Schedule, the Company and all of its Subsidiaries are in material compliance with all applicable U.S. and non-U.S. customs Laws and regulations, including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE and NEPOOL requirementsexportation or importation of goods or services by the Company or any of its Subsidiaries.

Legal and Other Compliance. Such Seller has not received any -------------------------- written notice from any Governmental Authority that such Seller is not in compliance with all Laws (other than Environmental Laws) applicable to the Acquired Assets or the Assumed Liabilities other than as disclosed in Schedule 3.11(i) and such Seller is not in violation of such Laws, except for ---------------- any violations that, in the aggregate, would not be likely to have a Plant Material Adverse Effect. All Permits necessary for the ownership and operation of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iii), all reports and returns required to ------------------ be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth on Schedule 3.11(ii), (i) all of such Permits are in full force and effect and no ----------------- proceedings for the suspension or cancellation of any of them is pending or threatened and (ii) no notice of violation of any of such Permits has been received, except for notices of violation which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. All Permits are being complied with, except for violations which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. Schedule 2.1(f) sets forth all Transferable Permits and Schedule 3.11(ii) sets -------------- ---------------- forth all other Permits applicable to the Acquired Assets. No Governmental Authority has taken any action (including NRC rules, regulations, orders or confirmatory action letters) that would prevent the Facility from operating at its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance with applicable Laws or NRC Commitments that would prevent the Facility from operating at its full-rated capacity at or after the Initial Closing Date. The Facility is in compliance with the Emergency Operation Criteria, adopted by the Northeast Power Coordinating Council ("NPCC"), as revised through January 1999, as set forth in NPCC Document A-3. All Revenue Meters (as such term is defined in the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE and NEPOOL requirements.

Legal and Other Compliance. Such Seller has not received any written notice from any Governmental Authority that such Seller is not in compliance with all Laws (other than Environmental Laws) applicable to the Acquired Assets or the Assumed Liabilities other than as disclosed in Schedule 3.11(iSCHEDULE 3.11(I) and such Seller is not in violation of such Laws, except for any violations that, in the aggregate, would not be likely to have a Plant Material Adverse Effect. All Permits necessary for the ownership and operation of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iiiSCHEDULE 3.11(III), all reports and returns required to be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth on Schedule 3.11(iiSCHEDULE 3.11(II), (i) all of such Permits are in full force and effect and no proceedings for the suspension or cancellation of any of them is pending or threatened and (ii) no notice of violation of any of such Permits has been received, except for notices of violation which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. All Permits are being complied with, except for violations which would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. Schedule 2.1(fSCHEDULE 2.1(F) sets forth all Transferable Permits and Schedule 3.11(iiSCHEDULE 3.11(II) sets forth all other Permits applicable to the Acquired Assets. No Governmental Authority has taken any action (including NRC rules, regulations, orders or confirmatory action letters) that would prevent the Facility from operating at its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance with applicable Laws or NRC Commitments that would prevent the Facility from operating at its full-rated capacity at or after the Initial Closing Date. The Facility is in compliance with the Emergency Operation Criteria, adopted by the Northeast Power Coordinating Council ("NPCC"), as revised through January 1999, as set forth in NPCC Document A-3. All Revenue Meters (as such term is defined in the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE and NEPOOL requirements.

Legal and Other Compliance. Such Seller (a) Each of the Company, its Subsidiaries and any of their predecessors is in compliance in all material respects with all applicable Laws and to the Knowledge of the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except such non compliance that has not received any written notice from any Governmental Authority that such Seller is not in compliance with all Laws (other than Environmental Laws) applicable to the Acquired Assets or the Assumed Liabilities other than as disclosed in Schedule 3.11(i) had and such Seller is not in violation of such Laws, except for any violations that, in the aggregate, would could not be likely reasonably expected to have a Plant Material Adverse Effect. All Permits necessary for the ownership and operation of the Acquired Assets as presently owned and operated have been obtained. Except as described in Schedule 3.11(iii), all reports and returns required to be filed in connection with the Acquired Assets with the NRC and other Governmental Authorities have been filed and all Permits which are required in connection with the business of owning and/or operating the Acquired Assets have been obtained, other than those that the failure to file and obtain would not be likely to have a Plant Material Adverse Effect. Except as set forth disclosed in Section 3.13(a) of the Disclosure Schedule, neither the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, nor the use of any of the properties or assets of the Company or any of its Subsidiaries, nor the conduct of any of their respective businesses conflicts with the rights of any other Person or violates, or with the giving of notice or the passage of time or both will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of any of their charter or by-laws or any Contract to which the Company or its Subsidiaries is a party or any Law by which any of them may be bound or affected. (b) The Company and its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Authorities and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on Schedule 3.11(iitheir respective businesses as they are conducted as of the date hereof (the “Permits”), (i) all of such Permits are not subject to any conditions or requirements that are not generally imposed on the holders thereof, and all such Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect and no proceedings for the suspension or cancellation of of, any of them is pending or threatened and (ii) no notice of violation of any of such Permits individually or in the aggregate, has not had and could not be reasonably expected to have a Material Adverse Effect; and to the Knowledge of the Company no proceeding is pending, or threatened, to revoke, suspend, cancel, terminate or otherwise adversely modify any Permit. The Company and its Subsidiaries are, and have been receivedat all times, in compliance with the terms of the Permits, except for notices where the failure to be in compliance with the terms of violation which would notthe Permits, individually or in the aggregate, has not had and could not reasonably be likely expected to have a Plant Material Adverse Effect. All Permits are being complied . (c) Since January 1, 2003 neither the Company nor any of its Subsidiaries has received any written notification from any Governmental Authority (A) asserting that the Company or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with any Laws (except for violations which would notany such lack of compliance which, individually or in the aggregate, has not had and could not reasonably be likely expected to have a Plant Material Adverse Effect) or (B) threatening to revoke any Permit (except for any such revocation which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect), nor to the Knowledge of the Company does any Basis exist therefore. Schedule 2.1(f) sets forth all Transferable Permits and Schedule 3.11(ii) sets forth all None of the Company or its Subsidiaries has Knowledge of any proposed Laws, governmental takings, condemnations, investigations or other Permits proceedings which would be applicable to its business, operations or properties and which might materially and adversely affect the Acquired Assets. No Governmental Authority properties, assets, liabilities, operations or prospects of the Company and its Subsidiaries, taken as a whole. (d) Except as disclosed in Section 3.13(d) of the Disclosure Schedule, the Company and each of its Subsidiaries has taken any action (including NRC rules, conducted its export transactions in accordance with applicable provisions of United States export control laws and regulations, orders or confirmatory action lettersincluding but not limited to the Export Administration Act and implementing Export Administration Regulation. Without limiting the foregoing, the Company represents and warrants that (i) that would prevent the Facility Company and each of its Subsidiaries has obtained all export licenses and other approvals required for its exports of products, software and technologies from operating at the United States; (ii) the Company and each of its full licensed thermal power at or after the Initial Closing Date and there has been no noncompliance with applicable Laws or NRC Commitments that would prevent the Facility from operating at its full-rated capacity at or after the Initial Closing Date. The Facility Subsidiaries is in compliance with the Emergency Operation Criteriaterms of all applicable export licenses or other approvals; (iii) to the Knowledge of the Company, adopted by there are no pending or threatened claims against the Northeast Power Coordinating Council Company or any of its Subsidiaries with respect to such export licenses or other approvals; ("NPCC")iv) there are no actions, as revised through January 1999conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ export transactions that may give rise to any future claims; and (v) no consents or approvals for the transfer of export licenses to Buyer are required, as set forth in NPCC Document A-3. All Revenue Meters (as or such term is defined in the Interconnection Agreement) have been maintained in accordance with applicable ISO-NE consents and NEPOOL requirementsapprovals can be obtained expeditiously without material cost.