Common use of Preservation of Purchased Assets Clause in Contracts

Preservation of Purchased Assets. (a) Except as otherwise provided in this Section 4.2, after the Effective Date and prior to Closing, Sellers shall (i) preserve and maintain the Purchased Assets in accordance with Good Operating Practices and (ii) purchase and maintain insurance insuring against physical loss or damage to the Purchased Assets consistent with Sellers’ prior practice. (b) Except as set forth on Schedule 4.2, after the Effective Date and prior to Closing, the Sellers shall not, without the written consent of Purchaser: (i) dispose of or assign (other than in the ordinary course of the Business consistent with Sellers’ past practice), or incur or permit to exist any Lien (other than a Permitted Lien) on, any of the Purchased Assets; (ii) enter into, amend, modify, terminate, grant any waiver of any term under or give any consent with respect to any Easement, any Permitted Lien, any Assumed Agreement, or any new contract or any Permit related to the Facility; (iii) permit to lapse any rights to any Facility Intellectual Property; (iv) amend the Rockingham certificate of formation or operating agreement in any way that would have an adverse effect on the transactions contemplated by this Agreement; (v) issue any new limited liability company interests in Rockingham or grant any options or other rights to acquire such interests, including any securities convertible into such interests; (vi) take any action that adversely alters the FERC or NCUC regulatory status of Rockingham, the Site or the Facility; (vii) except in the ordinary course of the Business and consistent with Sellers’ past practice, enter into or amend any employment, severance, change in control, retention, consulting, termination or other compensation-related agreement or arrangement with or with respect to the Employees; or (viii) enter into any agreement to do or engage in any of the foregoing within the scope permitted by this Section 4.2(b); provided, however, that with respect to clause (ii) above, (A) Purchaser’s consent shall be deemed to have been given to Sellers in the event Purchaser shall not have responded within ten (10) Business Days of Seller’s written request for such consent (which consent shall be provided by Sellers to the addresses shown on Schedule 4.2(b)), and (B) the consent of Purchaser shall not be required in connection with any amendment, modification, termination, or waiver of, consent to, or obtaining of, any Permit related to the Facility (1) in emergency situations in which Sellers must take action to prevent injury to Persons or physical loss or damage to the Purchased Assets or (2) as required to comply with applicable Law. Any new contracts entered into by Sellers within the scope permitted by this Section 4.2(b) shall be deemed to be Assumed Agreements for purposes of this Agreement. (c) The Sellers shall ensure that the inventory of Consumables on the Closing Date is not materially less than the inventory of Consumables maintained by Sellers consistent with Sellers’ past practices. (d) The Sellers shall not use or remove any fuel oil at or from the Facility, except (i) to the extent requested by a counterparty to a Capacity Contract in compliance with the terms of such Capacity Contract; or (ii) in the ordinary course of the Business consistent with Sellers’ past practice, and Sellers shall replace or replenish such fuel oil in the ordinary course of the Business consistent with Sellers’ past practice. (e) Sellers shall use commercially reasonable efforts to effectuate, on or before Closing, the conveyance of that portion of the Real Property that is described as “Tract #5” on Schedule 3.1.10(a) pursuant to the proposed Donation Agreement described in Schedule 3.1.10(f). Sellers shall notify Purchaser if such conveyance is completed on or before Closing, in which case, such conveyed property shall be deemed to be an Excluded Asset and the description of the Real Property set forth on Schedule 3.1.10(a) shall be deemed amended to delete said Tract #5. (f) Sellers shall use commercially reasonable efforts to obtain the written consent of Siemens Westinghouse to permit Sellers to disclose and make available to Purchaser all Siemens Westinghouse technical advisories received by Sellers or their Affiliates with respect to the Facility. If such consent is obtained, Sellers agree to disclose such technical advisories to Purchaser and shall advise Purchaser of any action taken by Sellers in response thereto.

Preservation of Purchased Assets. (a) Except as otherwise provided in this Section 4.2, after After the Effective Date and prior to Closing, the Sellers shall (i) preserve preserve, lay-up, store and maintain the Purchased Assets in accordance with Good Operating Practices the same or superior practices, methods, techniques and standards applied by Sellers to date; (ii) provide security in respect of the Site and the land subject to the Ground Lease and be responsible for the safety of the Site and the land subject to the Ground Lease and all personnel therein; and (iiiii) purchase and maintain all risk property and builders risk insurance insuring against physical loss or damage to the Purchased Assets consistent with Sellers’ ' prior practice. (b) Except as set forth on Schedule 4.2Section 4.2 of Sellers' Disclosure Schedule, after the Effective Date and prior to Closing, the Sellers shall not, without the written consent of Purchaser: Purchaser (not to be unreasonably withheld, conditioned or delayed): (i) dispose of or assign (other than in the ordinary course of the Business consistent with Sellers’ past practice)of, assign, or incur or permit to exist any Lien (other than a Permitted Lien) on, any of the Purchased Assets; (ii) enter into, amend, modify, terminate, grant any waiver of any term under or give any consent with respect to any Easement, any Permitted Lien, any Assumed Agreement, Facility Agreement or any new contract or any Permit related to the Facility; (iii) permit to lapse any rights to any Facility Intellectual Property; or (iv) amend the Rockingham certificate of formation or operating agreement in any way that would have an adverse effect on the transactions contemplated by this Agreement; (v) issue any new limited liability company interests in Rockingham or grant any options or other rights to acquire such interests, including any securities convertible into such interests; (vi) take any action that adversely alters the FERC or NCUC regulatory status of Rockingham, the Site or the Facility; (vii) except in the ordinary course of the Business and consistent with Sellers’ past practice, enter into or amend any employment, severance, change in control, retention, consulting, termination or other compensation-related agreement or arrangement with or with respect to the Employees; or (viii) enter into any agreement to do or engage in any of the foregoing within the scope permitted by this Section 4.2(b)foregoing; provided, however, that that, with respect to clause (ii) above), (Ax) Purchaser’s the consent to any execution, amendment, modification, termination, grant of waiver or consent with respect to any Facility Agreement shall be deemed to have been given to Sellers by Purchaser in the event Purchaser shall not have responded within ten (10) Business Days Days' of Seller’s Sellers' written request for such consent (which consent shall be provided by Sellers to the addresses shown on Schedule 4.2(b))consent, and (By) the consent of Purchaser shall not be required in connection with any amendment, modification, termination, or waiver of, consent to, or obtaining of, any Permit related to the Facility (1) in emergency situations in which Sellers must take action to prevent injury to Persons or physical loss or damage to the Purchased Assets or (2) as required to comply with applicable Law. Any new contracts entered into by Sellers within the scope permitted by this Section 4.2(b) shall be deemed to be Assumed Agreements for purposes of this AgreementAssets. (c) The Sellers shall ensure that the inventory of Consumables on the Closing Date is not materially less than the inventory of Consumables maintained by Sellers consistent with Sellers’ past practices. (d) The Sellers shall not use or remove any fuel oil at or from the Facility, except (i) to the extent requested by a counterparty to a Capacity Contract in compliance with the terms of such Capacity Contract; or (ii) in the ordinary course of the Business consistent with Sellers’ past practice, and Sellers shall replace or replenish such fuel oil in the ordinary course of the Business consistent with Sellers’ past practice. (e) Sellers shall use commercially reasonable efforts to effectuate, on or before Closing, the conveyance of that portion of the Real Property that is described as “Tract #5” on Schedule 3.1.10(a) pursuant to the proposed Donation Agreement described in Schedule 3.1.10(f). Sellers shall notify Purchaser if such conveyance is completed on or before Closing, in which case, such conveyed property shall be deemed to be an Excluded Asset and the description of the Real Property set forth on Schedule 3.1.10(a) shall be deemed amended to delete said Tract #5. (f) Sellers shall use commercially reasonable efforts to obtain the written consent of Siemens Westinghouse to permit Sellers to disclose and make available to Purchaser all Siemens Westinghouse technical advisories received by Sellers or their Affiliates with respect to the Facility. If such consent is obtained, Sellers agree to disclose such technical advisories to Purchaser and shall advise Purchaser of any action taken by Sellers in response thereto.

Preservation of Purchased Assets. (a) After the Effective Date and prior to Closing, (i) Seller shall preserve and maintain those of the Purchased Assets described in Sections 2.1.1(c) and (f); and (ii) Seller shall fulfill its obligations under the Plants Agreements in the usual and ordinary course of business. (b) After the Effective Date and prior to Closing Seller shall, and shall cause its Related Persons (including ElectriCities and any of ElectriCities’ Related Persons) to, (i) continue to operate its business and affairs in the ordinary course of business, consistent with past practices, including maintaining the Nuclear Decommissioning Trusts as required by the applicable trust documentation in effect as of the Effective Date and otherwise consistent with all Laws and (ii) contribute all necessary funds to the Additional Decommissioning Funds, and take all other actions necessary in connection therewith, to cause there to be $26,000,000 of Additional Decommissioning Funds as of Closing. (c) Except as otherwise provided to the extent expressly contemplated by this Agreement, without the prior written consent of Purchaser (which Purchaser may withhold in this Section 4.2its sole discretion), after the Effective Date and prior to Closing, Sellers shall (i) preserve and maintain the Purchased Assets in accordance with Good Operating Practices and (ii) purchase and maintain insurance insuring against physical loss or damage to the Purchased Assets consistent with Sellers’ prior practice. (b) Except as set forth on Schedule 4.2, after the Effective Date and prior to Closing, the Sellers Seller shall not, without the written consent and shall cause its Related Persons (including ElectriCities and any of PurchaserElectriCities’ Related Persons) not to: (i) distribute, disburse, dispose of of, sell, lease, transfer, pledge, assign or assign (other than in the ordinary course of the Business consistent with Sellers’ past practice)encumber, or incur or permit to exist any Lien (other than a Permitted Lien) on, any of the Purchased Assets, including (A) any disbursements of funds from the Nuclear Decommissioning Trusts or (B) any disbursement of Additional Decommissioning Funds that would result in there being less than $26,000,000 of Additional Decommissioning Funds as of Closing; (ii) enter intoamend its certificate of incorporation, amend, modify, terminate, grant any waiver of any term under or give any consent with respect to any Easement, any Permitted Lien, any Assumed Agreement, bylaws or any new contract other documents or any Permit related instruments relating to the Facilityoperation, governance, management or creation of Seller; (iii) permit to lapse take any rights to any Facility Intellectual Propertyaction that alters the regulatory status of Seller or the Purchased Assets; (iv) amend take any action that could result in a loss, in whole or in part, of the Rockingham certificate authority of formation Seller’s Board of Directors, or operating agreement in fail to take any way action that would have an adverse effect could prevent any such loss of authority, to (A) legally bind Seller and (B) take all actions necessary or desirable on behalf of Seller to consummate the transactions contemplated by this Agreement; (v) issue any new limited liability company interests in Rockingham or grant any options or other rights to acquire such interests, including any securities convertible into such interests; (vi) take any action that adversely alters affects the FERC Purchased Assets or NCUC regulatory status impairs the ability of Rockinghamthe Parties to consummate the transactions contemplated by this Agreement, or fail to take any action that could prevent the Site or the Facilitysame; (vii) except in the ordinary course of the Business and consistent with Sellers’ past practice, enter into or amend any employment, severance, change in control, retention, consulting, termination or other compensation-related agreement or arrangement with or with respect to the Employees; or (viiivi) enter into any agreement or commitment to do or engage in any of the foregoing within the scope permitted by this Section 4.2(b); provided, however, that with respect to clause (ii) above, (A) Purchaser’s consent shall be deemed to have been given to Sellers in the event Purchaser shall not have responded within ten (10) Business Days of Seller’s written request for such consent (which consent shall be provided by Sellers to the addresses shown on Schedule 4.2(b)), and (B) the consent of Purchaser shall not be required in connection with any amendment, modification, termination, or waiver of, consent to, or obtaining of, any Permit related to the Facility (1) in emergency situations in which Sellers must take action to prevent injury to Persons or physical loss or damage to the Purchased Assets or (2) as required to comply with applicable Law. Any new contracts entered into by Sellers within the scope permitted by this Section 4.2(b) shall be deemed to be Assumed Agreements for purposes of this Agreement. (c) The Sellers shall ensure that the inventory of Consumables on the Closing Date is not materially less than the inventory of Consumables maintained by Sellers consistent with Sellers’ past practices. (d) The Sellers shall not use or remove any fuel oil at or from the Facility, except (i) to the extent requested by a counterparty to a Capacity Contract in compliance with the terms of such Capacity Contractforegoing; or (iivii) enter into any discussions or negotiations with any Person (other than Purchaser and its Related Persons) or provide any information to any Person (other than Purchaser and its Related Persons) in the ordinary course furtherance of any of the Business consistent with Sellers’ past practice, and Sellers shall replace or replenish such fuel oil in the ordinary course of the Business consistent with Sellers’ past practiceforegoing. (e) Sellers shall use commercially reasonable efforts to effectuate, on or before Closing, the conveyance of that portion of the Real Property that is described as “Tract #5” on Schedule 3.1.10(a) pursuant to the proposed Donation Agreement described in Schedule 3.1.10(f). Sellers shall notify Purchaser if such conveyance is completed on or before Closing, in which case, such conveyed property shall be deemed to be an Excluded Asset and the description of the Real Property set forth on Schedule 3.1.10(a) shall be deemed amended to delete said Tract #5. (f) Sellers shall use commercially reasonable efforts to obtain the written consent of Siemens Westinghouse to permit Sellers to disclose and make available to Purchaser all Siemens Westinghouse technical advisories received by Sellers or their Affiliates with respect to the Facility. If such consent is obtained, Sellers agree to disclose such technical advisories to Purchaser and shall advise Purchaser of any action taken by Sellers in response thereto.