Common use of Qualified Decommissioning Fund Clause in Contracts

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IRS, MPSC and Section 1. 468A-5(c)(2)(ii), has been made to Seller's Qualified Decommissioning Fund which has not been withdrawn within the period provided under Treas.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. Section 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. (b) Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreement as in effect on the Effective Date. (c) Subject only to Seller's Required Regulatory Approvals, Seller and the Trustee have, or as of Closing will have, all requisite authority to cause the assets of the Qualified Decommissioning Fund to be transferred on behalf of Buyer to the Trustee of the Post-Closing Decommissioning Trust Agreement. (d) With respect to all periods prior to the Closing, (i) Seller and/or the Trustee of Seller's Qualified Decommissioning Fund has/have filed or caused to be filed with the NRC, FERC, MPSC and any other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that may be contributed to the Qualified Decommissioning Fund. Seller has delivered to Buyer a copy of the schedule of ruling amounts most recently issued by the IRS for the Seller's Qualified Decommissioning Fund and a complete copy of the currently pending request for revised ruling amounts, together with all exhibits, amendments and supplements thereto. Any amounts contributed to Seller's Qualified Decommissioning Fund while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from Seller's Qualified Decommissioning Fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i). (e) Seller has made available to Buyer a statement of assets and liabilities verified by the Trustee for the Seller's Qualified Decommissioning Fund as of December 31, 2005 and will make such an unaudited statement as of the last Business Day before Closing available prior to Closing, and they present fairly in all material respects as of such dates the financial position of the Qualified Decommissioning Fund. (f) Seller's Qualified Decommissioning Fund has filed or as of the Closing Date will have filed all material Tax Returns required to be filed prior to the Closing Date with respect to all taxable periods ending on or prior to the Closing Date, including returns for estimated Income Taxes; such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.17, no notice of deficiency or assessment has been received from any taxing authority with respect to any Liability for Taxes of Seller's Qualified Decommissioning Fund which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.17 is being contested in good faith through appropriate proceedings. Except as set forth in Schedule 4.17, there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Taxes associated with Seller's Qualified Decommissioning Fund for any period.

Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17, with respect to all periods prior to At 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 Section 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. Section 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. (b) Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreement as in effect on the Effective Date. (c) Subject only to Seller's Required Regulatory Approvals, Seller and the Trustee have, or as of Closing will have, all requisite authority to shall cause the assets of the Qualified Decommissioning Fund to be transferred on behalf of Buyer to the Trustee of under the Post-Closing Decommissioning Trust AgreementAgreement 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. (b) Buyer shall take all reasonable steps necessary to satisfy any requirements imposed by the NRC regarding the Buyer's Qualified Decommissioning Fund, in a manner sufficient to obtain NRC approval of the transfer of Qualified Decommissioning Fund assets from Seller to Buyer. (c) The Parties shall not take any actions that would cause the actual Tax consequences of the transactions contemplated by this Agreement to differ from or be inconsistent with the Requested Rulings set forth in Section 6.18. (d) With respect to all periods prior to the Closing, (i) Seller and/or shall cause the Trustee of Seller's Qualified Decommissioning Fund has/have filed or caused to be filed with the NRC, FERC, MPSC pay final expenses for trustee and any investment management fees and other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that may be contributed to the Qualified Decommissioning Fund. Seller has delivered to Buyer a copy of the schedule of ruling amounts most recently issued by the IRS for the Seller's Qualified Decommissioning Fund and a complete copy of the currently pending request for revised ruling amounts, together with all exhibits, amendments and supplements thereto. Any amounts contributed to Seller's Qualified Decommissioning Fund while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from Seller's Qualified Decommissioning Fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i). (e) Seller has made available to Buyer a statement of assets and liabilities verified by the Trustee for the Seller's Qualified Decommissioning Fund as of December 31, 2005 and will make such an unaudited statement as of the last Business Day before Closing available prior to Closing, and they present fairly in all material respects as of such dates the financial position of the Qualified Decommissioning Fund. (f) Seller's Qualified Decommissioning Fund has filed or as of the Closing Date will have filed all material Tax Returns required to be filed prior to the Closing Date with respect to all taxable periods ending on or prior to the Closing Date, including returns for estimated Income Taxes; such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.17, no notice of deficiency or assessment has been received from any taxing authority with respect to any Liability for Taxes administrative expenses of Seller's Qualified Decommissioning Fund which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.17 is being contested in good faith through appropriate proceedingsto the extent practicable before the Closing. Except as set forth in Schedule 4.17, there are no outstanding agreements or waivers extending Seller shall cause the applicable statutory periods Trustee of limitations for any Taxes associated with Seller's Qualified Decommissioning Fund to notify Buyer in writing of any such Qualified Decommissioning Fund expenses due after the Closing. Buyer agrees to direct the Trustee of the Post-Closing Qualified Decommissioning Trust Agreement to pay the Qualified Decommissioning Fund expenses identified in the preceding sentence to the extent not paid before the Closing and such amount shall be charged against the Excess Qualified Decommissioning Fund assets, or if such Excess Qualified Decommissioning Fund assets are not sufficient to pay such expenses, Seller shall pay the same. Buyer agrees to ensure that its trust agreements allow for the payment of such expenses. (e) Any Excess Qualified Decommissioning Fund assets transferred to Buyer pursuant to this Section 6.12 shall be distributed to Seller if and to the extent required by Section 6.20(c). (f) Seller agrees not to amend Seller's Decommissioning Trust Agreement between the date of this Agreement and the Closing Date without Buyer's prior written consent, which shall not be unreasonably withheld, except for any periodamendment which may be required to be made to the Seller's Decommissioning Trust Agreement by any Law or to permit the transfers referred to in this Section 6.12 or to permit return to Seller of assets of the Qualified Decommissioning Fund in excess of the Decommissioning Target.

Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17, with respect to all periods prior to the Closing: (i) The Seller's Qualified Decommissioning Fund has been is a trust, trust validly existing under the Laws laws of the Commonwealth of Massachusetts or the State of Michigan, as applicable, New York with all requisite authority to conduct its affairs as it now does; (ii) . 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 satisfied satisfies the requirements necessary for such fund 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 Fundqualified nuclear decommissioning fund" within the meaning of Treas. Reg. Section 1.468A-1(b)(3); (iii) Seller's Qualified Decommissioning . Such Fund has been is in compliance in all material respects with all applicable Laws rules and regulations of the NRC, FERC, the IRSVTDPS, MPSC and Section 1the VTPSB, the IRS and any other Governmental Authority. 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. Section 1. 468A-5(c)(2)(i); and (vi) The Seller has made timely made and valid elections to make annual contributions to the Qualified Decommissioning Fund and since 1984. The Seller has heretofore made available copies of such elections requested by to the Buyer for the Tax years ended December 31, 2000 through 2004Buyer. (b) Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreement as in effect on the Effective Date. (c) Subject only to the Seller's Required Regulatory Approvals, the Seller and the Trustee have, or as of Closing will have, have all requisite authority to cause the assets of the Qualified Decommissioning Fund to be transferred on behalf in accordance with the provisions of Buyer to the Trustee of the Post-Closing Decommissioning Trust this Agreement. (dc) With respect to all periods prior to the Closing, (i) The Seller and/or the Trustee of Seller's the Qualified Decommissioning Fund has/have filed or caused to be filed with the NRC, FERC, MPSC the IRS and any other Governmental Authority all material forms, statements, reports, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities entities. The Seller has made available to the Buyer a copy of the schedule of ruling amounts most recently issued by the IRS for the Qualified Decommissioning Fund, a copy of the request that was filed to obtain such schedule of ruling amounts and (ii) there a copy of any pending request for revised ruling amounts, in each case together with all exhibits, amendments and supplements thereto. Any amounts contributed to the Qualified Decommissioning Fund while such request is pending before the IRS and which turn out to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn by the Seller from the Qualified Decommissioning Fund within the period provided under Treas. Reg. Section 1.468A-5(c)(2)(i). There are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that the Buyer may be contributed contribute to the Qualified Decommissioning Fund. Seller has delivered Fund or may require distributions to Buyer a copy of be made from the schedule of ruling amounts most recently issued by the IRS for the Seller's Qualified Decommissioning Fund and a complete copy of the currently pending request for revised ruling amounts, together with all exhibits, amendments and supplements thereto. Any amounts contributed to Seller's Qualified Decommissioning Fund while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from Seller's Qualified Decommissioning Fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i)Fund. (ed) The Seller has made available to the Buyer a statement of assets and liabilities verified by the Trustee balance sheets for the Seller's Qualified Decommissioning Fund as of December 31, 2005 2000, and promptly after becoming available, but in any event prior to Closing, such balance sheets as of December 31, 2001, and for the last quarter prior to Closing, and will make such an unaudited statement available to the Buyer the balance sheets for B-1-50 the Qualified Decommissioning Fund as of the last Business Day before Closing available prior to Closing, and they present or will present, as the case may be, fairly in all material respects as of such dates December 31, 2000 and as of the last Business Day before Closing, as the case may be, the financial position of the Qualified Decommissioning Fund in conformity with generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein. The Seller will make available to the Buyer information from which the Buyer can determine the Tax Basis of all assets in the Qualified Decommissioning Fund as of the last Business Day before Closing. There are no liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any acts of "self-dealing" as defined in Treas. Reg. Section 1.468A-5(b)(2), or agency or other legal proceedings that may materially affect the financial position of the Qualified Decommissioning Fund other than those, if any, that are disclosed in Schedule 4.20(d). (e) The Seller has made available to the Buyer copies of all contracts and agreements to which the Trustee of the Qualified Decommissioning Fund, in its capacity as such, is a party. (f) Seller's The Qualified Decommissioning Fund has filed or as of the Closing Date will have filed all material Tax Returns required to be filed prior to the Closing Date with respect to all taxable periods ending on or prior to the Closing Date, including returns for estimated Income Taxes; such filed. Such Tax Returns are were true, correct and complete in all material respects, respects and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.174.20(f), no notice of deficiency or assessment has been received from any taxing authority with respect to any Liability liability for Taxes of Seller's the Qualified Decommissioning Fund which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.17 4.20(f) is being contested in good faith through appropriate proceedings. Except as set forth in Schedule 4.174.20(f), there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Taxes associated with Seller's the Qualified Decommissioning Fund for any period. (g) To the extent Seller has pooled assets of the Qualified Decommissioning Fund with those of any other assets for investment purposes in periods prior to the Closing, such pooling arrangement is a partnership for federal income tax purposes and the Seller has filed all Tax Returns required to be filed with respect to such pooling arrangement for such periods. (h) For the period from and including April 1, 2001 to and including June 30, 2001, the Seller has made contributions to the Qualified Decommissioning Fund in accordance with the terms of the FERC approved settlement agreement for rates effective January 1, 1995, at a rate of not less than $8,360,330 per annum, pro rated on a daily basis.

Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17At the Closing, with respect Seller shall cause to be transferred to the Trustee under the Post-Closing Decommissioning Trust Agreement all periods 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 Closing: 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 (ibut not less than the Decommissioning Target) specified in such private letter ruling (the “PLR Decommissioning Amount”). Any assets held by Seller's ’s Qualified Decommissioning Fund has been a trust, validly existing under the Laws that are in excess of the Commonwealth of Massachusetts or PLR Decommissioning Amount (the State of Michigan, as applicable, with all requisite authority to conduct its affairs as it now does; (ii“Excess PLR Decommissioning Amount”) shall be retained by the Seller's ’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 Section 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. Section 1. 468A-5(c)(2)(i); and (vi) Seller has timely made valid elections to make annual contributions distribution to the Qualified Decommissioning Fund and Seller has made available copies of such elections requested as provided by the Buyer for the Tax years ended December 31, 2000 through 2004private letter ruling contemplated by Section 6.18. (b) Buyer shall take all reasonable steps necessary to satisfy any requirements imposed by the NRC regarding the Buyer’s Qualified Decommissioning Fund, in a manner sufficient to obtain NRC approval of the transfer of Qualified Decommissioning Fund assets from Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreement as in effect on the Effective DateBuyer. (c) Subject only The Parties shall not take any actions that would cause the actual Tax consequences of the transactions contemplated by this Agreement to Seller's Required Regulatory Approvals, differ from or be inconsistent with the Requested Rulings set forth in Section 6.18. (d) Seller and shall cause the Trustee have, or as of Closing will have, all requisite authority to cause the assets of the Seller’s Qualified Decommissioning Fund to be transferred on behalf pay final expenses for trustee and investment management fees and other administrative expenses of Seller’s Qualified Decommissioning Fund to the extent practicable before the Closing. Seller shall cause the Trustee of Seller’s Qualified Decommissioning Fund to notify Buyer in writing of any such Qualified Decommissioning Fund expenses due after the Closing. Buyer agrees to direct the Trustee of the Post-Closing Qualified Decommissioning Trust Agreement. (d) With respect Agreement to all periods prior to pay the Closing, (i) Seller and/or the Trustee of Seller's Qualified Decommissioning Fund has/have filed or caused to be filed with expenses identified in the NRC, FERC, MPSC and any other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that may be contributed preceding sentence to the Qualified Decommissioning Fund. Seller has delivered to Buyer a copy of extent not paid before the schedule of ruling amounts most recently issued by Closing and such amount shall be charged against the IRS for the Seller's Excess Qualified Decommissioning Fund and a complete copy of the currently pending request for revised ruling amountsassets, together with all exhibits, amendments and supplements thereto. Any amounts contributed to Seller's or if such Excess Qualified Decommissioning Fund while assets are not sufficient to pay such ruling request is pending before expenses, Seller shall pay the IRS and which are finally determined same. Buyer agrees to exceed ensure that its trust agreements allow for the applicable amounts provided in the schedule payment of ruling amounts issued by the IRS will be withdrawn from Seller's Qualified Decommissioning Fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i)such expenses. (e) Seller has made available to Buyer a statement of assets and liabilities verified by the Trustee for the Seller's Any Excess Qualified Decommissioning Fund as of December 31, 2005 assets transferred to Buyer pursuant to this Section 6.12 shall be distributed to Seller if and will make such an unaudited statement as of to the last Business Day before Closing available prior to Closing, and they present fairly in all material respects as of such dates the financial position of the Qualified Decommissioning Fundextent required by Section 6.20(c). (f) Seller agrees not to amend Seller's ’s Decommissioning Trust Agreement between the date of this Agreement and the Closing Date without Buyer’s prior written consent, which shall not be unreasonably withheld, except for any amendment which may be required to be made to the Seller’s Decommissioning Trust Agreement by any Law or to permit the transfers referred to in this Section 6.12 or to permit return to Seller of assets of the Qualified Decommissioning Fund has filed or as in excess of the Closing Date will have filed all material Tax Returns required to be filed prior to the Closing Date with respect to all taxable periods ending on or prior to the Closing Date, including returns for estimated Income Taxes; such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.17, no notice of deficiency or assessment has been received from any taxing authority with respect to any Liability for Taxes of Seller's Qualified Decommissioning Fund which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.17 is being contested in good faith through appropriate proceedings. Except as set forth in Schedule 4.17, there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Taxes associated with Seller's Qualified Decommissioning Fund for any periodTarget.

Qualified Decommissioning Fund. (a) Except as described on Schedule 4.17, with respect to all periods prior to Between the date hereof and the Closing: (i) , any deposits by Seller to Seller's ’s Qualified Decommissioning Fund has been a trust, validly existing under shall not exceed the Laws of the Commonwealth of Massachusetts or the State of Michigan, as applicable, with all requisite authority maximum amounts permitted to conduct its affairs as it now does; (ii) be contributed to Seller's ’s Qualified Decommissioning Fund satisfied the requirements necessary for such fund under Code Section 468A and any private letter ruling issued 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, Seller by the IRS, MPSC and Section 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. Section 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. (b) Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreement as in effect on At the Effective Date. (c) Subject only to Seller's Required Regulatory ApprovalsClosing, Seller and the Trustee have, or as of Closing will have, all requisite authority to shall cause the assets of the Qualified Decommissioning Fund to be transferred on behalf of Buyer to the Trustee of under the Post-Closing Decommissioning Trust AgreementAgreement assets in an amount equal to the Decommissioning Target. After such transfer, any assets remaining in Seller’s Qualified Decommissioning Fund (the “Excess Qualified Decommissioning Fund Assets”) shall be retained by Seller’s Qualified Decommissioning Fund for distribution to Seller, as provided by the private letter ruling contemplated by Section 5.15(b). (c) Buyer shall take all reasonable steps necessary to satisfy any requirements imposed by the NRC regarding Buyer’s Qualified Decommissioning Fund, in a manner sufficient to obtain NRC approval of the transfer of Seller’s Qualified Decommissioning Fund assets to Buyer. (d) With respect The Parties shall not take any actions that would cause the actual Tax consequences of the transactions contemplated by this Agreement to all periods prior to the Closing, (i) Seller and/or the Trustee of Seller's Qualified Decommissioning Fund has/have filed differ from or caused to be filed inconsistent with the NRC, FERC, MPSC and Basic Requested Rulings or any other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required private letter rulings received pursuant to be filed by such entities and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim rate orders that may affect amounts that may be contributed to the Qualified Decommissioning Fund. Seller has delivered to Buyer a copy of the schedule of ruling amounts most recently issued by the IRS for the Seller's Qualified Decommissioning Fund and a complete copy of the currently pending request for revised ruling amounts, together with all exhibits, amendments and supplements thereto. Any amounts contributed to Seller's Qualified Decommissioning Fund while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from Seller's Qualified Decommissioning Fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i)Section 5.15. (e) Seller has made available to Buyer a statement of assets and liabilities verified by shall cause the Trustee for the of Seller's ’s Qualified Decommissioning Fund as to pay estimated final expenses for trustee and investment management fees and other final administrative expenses attributable to Seller’s Qualified Decommissioning Fund to the extent practicable before the Closing. To the extent that the amount of December 31, 2005 and will make such an unaudited statement as estimated final expenses paid before the Closing pursuant to this Section 5.10(e) is in excess of the last Business Day before Closing available prior actual final expenses attributable to Closing, and they present fairly in all material respects as of such dates the financial position of the Seller’s Qualified Decommissioning Fund, any refund resulting from such excess shall be forwarded to, and deposited in, Buyer’s Qualified Decommissioning Fund. To the extent that the amount of such estimated final expenses paid before the Closing pursuant to this Section 5.10(e) is less than the actual final expenses attributable to Seller’s Qualified Decommissioning Fund, any such deficiency shall be paid by Buyer’s Qualified Decommissioning Fund. To the extent that Buyer’s Qualified Decommissioning Fund is liable for any such deficiency, the Purchase Price shall be decreased by such deficiency amount, and to the extent that Buyer’s Qualified Decommissioning Fund receives any such refund, the Purchase Price shall be increased by such refund amount, each in accordance with Section 2.3(b). (f) Seller's Any Excess Qualified Decommissioning Fund has filed or as of the Closing Date will have filed all material Tax Returns required to be filed prior Assets transferred to the Trustee under the Post-Closing Date with respect Qualified Decommissioning Trust Agreement pursuant to all taxable periods ending on or prior this Section 5.10 shall be subject to the Closing Date, including returns for estimated Income Taxes; such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.17, no notice provisions of deficiency or assessment has been received from any taxing authority with respect to any Liability for Taxes of Seller's Qualified Decommissioning Fund which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.17 is being contested in good faith through appropriate proceedings. Except as set forth in Schedule 4.17, there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Taxes associated with Seller's Qualified Decommissioning Fund for any periodSection 5.15.