Qualified Decommissioning Fund. As to each Seller that has a Qualified Decommissioning Fund, (i) With respect to all periods ending on or prior to the Closing Date on which such Seller transfers its Ownership Share: (A) the Qualified Decommissioning Fund(s) of such Seller are trust(s), validly existing under the laws of the State of Connecticut with all requisite authority to conduct its affairs as it now does; (B) the Qualified Decommissioning Fund(s) of such Seller satisfy the requirements necessary for each such Qualified Decommissioning Fund to be treated as a "Nuclear Decommissioning Reserve Fund" within the meaning of Section 468A(a) of the Code and as a "nuclear decommissioning fund" and a "qualified nuclear decommissioning fund" within the meaning of Treas. Reg. ss. 1.468A-1(b)(3); (C) each such Qualified Decommissioning Fund is in compliance in all material respects with all applicable Laws of any Governmental Authority having jurisdiction (including, without limitation, the NRC, the DPUC and the IRS), and the Qualified Decommissioning Fund(s) of such Seller have not engaged in any acts of "self-dealing" as defined in Treas. Reg. ss. 1.468A- 5(b)(2); (D) no "excess contribution," as defined in Treas. Reg. ss. 1.468A-5(c)(2)(ii), has been made to any Qualified Decommissioning Fund(s) of such Seller which has not been withdrawn within the period provided under Treas. Reg. ss. 1.468A-5(c)(2)(i); and (E) such Seller has made timely and valid elections to make annual contributions to its Qualified Decommissioning Fund(s) since and including such Seller's taxable year ending after July 18, 1984 (and in the case of the Qualified Decommissioning Fund maintained for Millstone Unit 3, since and including such Seller's taxable year ending after April, 1986) and has heretofore delivered copies of such elections to the Buyer. Such Seller has heretofore delivered to the Buyer a copy of its Decommissioning Trust Agreement(s) as in effect on the Effective Date. Such Seller agrees not to amend its Decommissioning Trust Agreement(s) between the Effective Date and the Closing Date on which such Seller transfers its Ownership Share without the Buyer's prior written consent, which shall not be unreasonably withheld. (ii) Subject only to Seller Regulatory Approvals, such Seller and the Trustee(s) have or shall have prior to the Initial Closing Date or Subsequent Closing Date, as the case may be, all requisite right, power and authority to cause the assets of each Qualified Decommissioning Fund to be ...
Qualified Decommissioning Fund. (a) At the Closing, Seller shall cause to be transferred to the Trustee under the Post-Closing Decommissioning Trust Agreement all of the assets of the Seller's Qualified Decommissioning Fund, unless prior to such xxxx Xxxxxx shall have received a favorable private letter ruling from the IRS in respect of withdrawing excess decommissioning funds, as contemplated by Section 6.18, in which case Seller shall transfer an amount equal to the Decommissioning Target or such other amount (but not less than the Decommissioning Target) specified in such private letter ruling (the "PLR Decommissioning Amount"). Any assets held by Seller's Qualified Decommissioning Fund that are in excess of the PLR Decommissioning Amount (the "Excess PLR Decommissioning Amount") shall be retained by the Seller's Qualified Decommissioning Fund for distribution to the Seller as provided by the private letter ruling contemplated by Section 6.18.
Qualified Decommissioning Fund. Except as set forth in Section 4.21(d) of the Companies Disclosure Letter:
Qualified Decommissioning Fund. 48 4.18. Intellectual Property.......................................... 50 4.19.
Qualified Decommissioning Fund. 78 6.13. Spent Nuclear Fuel Fees........................................ 79 6.14. Standard Spent Fuel Disposal Contract; Spent Nuclear Fuel Litigation..................................................... 79 6.15. Department of Energy Decontamination and Decommissioning Fees.. 81 6.16. Cooperation Relating to Insurance and Xxxxx-Xxxxxxxx Act....... 81 6.17. Release of Seller.............................................. 82 6.18.
Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17, with respect to all periods prior to the Closing: (i) Seller's Qualified Decommissioning Fund has been a trust, validly existing under the Laws of the Commonwealth of Massachusetts or the State of Michigan, as applicable, with all requisite authority to conduct its affairs as it now does; (ii) Seller's Qualified Decommissioning Fund satisfied the requirements necessary for such fund to be treated as "Nuclear Decommissioning Reserve Fund" and a "Qualified Nuclear Decommissioning Fund" within the meaning of Treas. Reg. Section 1.468A-1(b)(3); (iii) Seller's Qualified Decommissioning Fund has been in compliance with all applicable Laws of the NRC, FERC, the IRS, MPSC and
Qualified Decommissioning Fund. 34 TABLE OF CONTENTS (continued)
Qualified Decommissioning Fund. 39 4.21 Nonqualified Decommissioning Fund ....................................... 41 B-1-2
Qualified Decommissioning Fund. (a) The Seller's Qualified Decommissioning Fund is a trust validly existing under the laws of the State of New York with all requisite authority to conduct its affairs as it now does. The Seller has heretofore made available to the Buyer a copy of the Seller's Decommissioning Trust Agreement as in effect on the date of this Agreement. The Seller's Qualified Decommissioning Fund satisfies the requirements necessary for such Fund to be treated as a "Nuclear Decommissioning Reserve Fund" within the meaning of Code Section 468A(a) and as a "nuclear decommissioning fund" and a "qualified nuclear decommissioning fund" within the meaning of Treas. Reg. Section 1.468A-1(b)(3). Such Fund is in compliance in all material respects with all applicable rules and regulations of the NRC, FERC, the VTDPS, the VTPSB, the IRS and any other Governmental Authority. The Seller has made timely and valid elections to make annual contributions to the Qualified Decommissioning Fund since 1984. The Seller has heretofore made available copies of such elections to the Buyer.
Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17, with respect to all periods prior to the Closing: (i) Seller’s Qualified Decommissioning Fund has been a trust, validly existing under the Laws of the Commonwealth of Massachusetts or the State of Michigan, as applicable, with all requisite authority to conduct its affairs as it now does; (ii) Seller’s Qualified Decommissioning Fund satisfied the requirements necessary for such fund to be treated as “Nuclear Decommissioning Reserve Fund” and a “Qualified Nuclear Decommissioning Fund” within the meaning of Treas. Reg. §1.468A-1(b)(3); (iii) Seller’s Qualified Decommissioning Fund has been in compliance with all applicable Laws of the NRC, FERC, the IRS, MPSC and any other Governmental Authority; (iv) Seller’s Qualified Decommissioning Fund has not engaged in any acts of “self-dealing” as defined in Treas. Reg. § 1.468A-5(b)(2); (v) no “excess contribution,” as defined in Treas. Reg. § 1.468A-5(c)(2)(ii), has been made to Seller’s Qualified Decommissioning Fund which has not been withdrawn within the period provided under Treas. Reg. § 1.468A-5(c)(2)(i); and (vi) Seller has timely made valid elections to make annual contributions to the Qualified Decommissioning Fund and Seller has made available copies of such elections requested by the Buyer for the Tax years ended December 31, 2000 through 2004.
