Real Property; Plant and Equipment. (a) Schedule 4.13(a) contains a legal description of, and exhibits indicating the location of, the Real Property included in the NMP-2 Assets in which Sellers have tenant-in-common interests. All Encumbrances on the Real Property (other than Permitted Encumbrances) shall be released on or before the Closing Date. Complete and correct copies of any current surveys in Sellers' possession and any policies of title insurance currently in force and in the possession of Sellers with respect to the Real Property have heretofore been delivered by Sellers to Buyer.
(b) Schedule 4.13(b) contains a description of the major equipment components and personal property comprising the NMP-2 Assets and all such equipment and property has been maintained in accordance with Good Utility Practices.
(c) Except for the exceptions listed in Schedule 4.13(c), the NMP-2 Assets conform in all material respects to the NRC license and the Final Safety Analysis Report (FSAR) and are being operated in all material respects in conformance with all material applicable requirements under the Atomic Energy Act, the Energy Reorganization Act, and the rules, regulations, orders, and licenses issued thereunder. The NMP-2 Assets constitute all of the real property and tangible assets necessary to operate the Facilities in substantially the same manner as they have been operated to date.
Real Property; Plant and Equipment. Schedule 2.1(c) contains a complete description of the major equipment components and personal property comprising the Acquired Assets. Except for the exceptions listed in Schedule 3.25, the Acquired Assets conform in all respects to the Technical Specifications and the Final Safety Analysis Report (FSAR) and are being operated in all respects in conformance with all applicable requirements under Nuclear Laws, and the rules, regulations, orders and licenses issued thereunder, except for such non-conformance thereof which, individually or in the aggregate, would not be likely to have a Plant Material Adverse Effect.
Real Property; Plant and Equipment. (a) Schedule 4.13(a) contains a legal description of, and exhibits indicating the location of, the Real Property owned by Seller and included in the Purchased Assets. All Encumbrances on the Real Property (other than Permitted Encumbrances) shall be released on or before the Closing Date. Complete and correct copies of any current surveys in Seller's possession or any policies of title insurance currently in force and in the possession of Seller with respect to the Real Property have heretofore been delivered by Seller to Buyer. To Seller's knowledge, there are no encroachments onto, overlaps, boundary line disputes or other similar matters with respect to the Real 185 Property and no improvements included in the Real Property encroach upon any adjacent property or any easement or right-of-way.
(b) Schedule 4.13(b) contains a description of the major equipment components and personal property comprising the Purchased Assets.
Real Property; Plant and Equipment. Schedule 2.1(c) contains a ---------------------------------- --------------- complete description of the major equipment components and personal property comprising the Acquired Assets. Except for the exceptions listed in Schedule 3.25, the Acquired Assets conform in all respects to the Technical ------------- Specifications and the Final Safety Analysis Report (FSAR) and are being operated in all respects in conformance with all applicable requirements under Nuclear Laws, and the rules, regulations, orders and licenses issued thereunder, except for such non-conformance thereof which, individually or in the aggregate, would not be likely to have a Plant Material Adverse Effect.
Real Property; Plant and Equipment. (a) Schedule 4.10(a) contains a description of the Real Property included in the Purchased Assets. Copies of any current surveys, abstracts or title opinions in Sellers' possession and any policies of title insurance in force and in the possession of Sellers with respect to the Real Property have heretofore been made available to Buyer (without making any representation or warranty as to the accuracy or completeness thereof). Except as set forth in Schedule 4.10(a)-1, no real property other than the Real Property is necessary for Buyer to own, maintain and operate the Purchased Assets as they are currently used.
(b) Schedule 4.10(b) contains a description of the major equipment components and personal property (other than Inventories) comprising the Purchased Assets as of the date hereof.
(c) Other than the exceptions listed in Schedule 4.10(c), the Purchased Assets conform in all material respects to the Technical Specifications and the Updated Final Safety Analysis Report ("UFSAR") to the extent required and are being operated and are in material conformance with all applicable requirements under Nuclear Laws.
Real Property; Plant and Equipment. (a) Schedule 4.13(a) contains a description of, and exhibits indicating the location of, the real property owned by Sellers or York Haven and included in the Purchased Assets (the "Real Property"). For purposes of this Agreement, all of the Real Property titled in the name of York Haven shall be deemed to be owned by Sellers, and Sellers shall cause York Haven to convey such Real Property to Buyer at the Closing, free and clear of all Encumbrances other than Permitted Encumbrances, as if such Real Property were owned directly by Sellers. All Encumbrances on the Real Property (other than Permitted Encumbrances) shall be released on or before the Closing Date. Complete and correct copies of any current surveys in Sellers' possession or any policies of title insurance currently in force and in the possession of Sellers with respect to the Real Property have heretofore been delivered by Sellers to Buyer.
(b) Schedule 4.13(b) contains a description of the major equipment components and personal property comprising the Purchased Assets as of the date hereof.
(c) Except for the exceptions listed in Schedule 4.13(c), the Purchased Assets conform in all material respects to the Technical Specifications and the Final Safety Analysis Report (FSAR) and are being operated and are in material conformance with all applicable requirements under the Atomic Energy Act, the Energy Reorganization Act, and the rules, regulations, orders, and licenses issued thereunder.
Real Property; Plant and Equipment. Except as set forth on Schedule 2.7.1. of the Disclosure Schedules, each of the Companies has (and will continue to have immediately following consummation of the transactions contemplated hereby) good, valid, marketable and indefeasible fee simple title to, and are in actual possession of, all the real properties which it purports to own (such real property is collectively referred to herein as the "Owned Real Properties"), including, without limitation, all the real properties reflected in the Pro Forma Interim Balance Sheet, and all the real properties acquired by the Companies since the date of the Pro Forma Interim Balance Sheet, which subsequently acquired real properties are listed on Schedule 2.7.2. of the Disclosure Schedules. The Company Stockholders have delivered to CVC and the Companies complete copies of all title reports and title insurance policies pertaining to the Owned Real Properties that are known by the Company Stockholders, after reasonable inquiry, to exist and are in the possession or control of the Companies. The Company Stockholders have caused to be provided to CVC copies of legal descriptions for each of the Owned Real Properties that are located in the United States of America (collectively, the "Owned U.S Real Properties"). To the best of the knowledge of the Company Stockholders, each of such legal descriptions is accurate, current and complete. The Company Stockholders have delivered to CVC and the Companies complete copies of all surveys pertaining to the Owned Real Properties that are known by the Company Stockholders, after reasonable inquiry, to exist and are in the possession or control of the Companies and, to the best of the knowledge of the Company Stockholders, all such surveys are accurate in all material respects and no changes or improvements have been made to such properties which would be reflected
Real Property; Plant and Equipment. (a) Schedule 4.13(a) contains a legal description of, and exhibits indicating the location of, the Real Property included in the NMP-1 Assets. All Encumbrances on the Real Property (other than Permitted Encumbrances) shall be released on or before the Closing Date. Complete and correct copies of any current surveys in Seller's possession and any policies of title insurance currently in force and in the possession of Seller with respect to the Real Property have heretofore been delivered by Seller to Buyer.
(b) Schedule 4.13(b) contains a description of the major equipment components and personal property comprising the NMP-1 Assets and all such equipment and property has been maintained in accordance with Good Utility Practices.
(c) Except for the exceptions listed in Schedule 4.13(c), the NMP-1 Assets conform in all material respects to the NRC license and the Final Safety Analysis Report (FSAR) and are being operated in all material respects in conformance with all material applicable requirements under the Atomic Energy Act, the Energy Reorganization Act, and the rules, regulations, orders, and licenses issued thereunder. The NMP-1 Assets constitute all of the real property and tangible assets necessary to operate the Facilities in substantially the same manner as they have been operated to date.
Real Property; Plant and Equipment. SCHEDULE 2.1(C) contains a complete description of the major equipment components and personal property comprising the Acquired Assets. Except for the exceptions listed in SCHEDULE 3.25, the Acquired Assets conform in all respects to the Technical Specifications and the Final Safety Analysis Report (FSAR) and are being operated in all respects in conformance with all applicable requirements under Nuclear Laws, and the rules, regulations, orders and licenses issued thereunder, except for such non-conformance thereof which, individually or in the aggregate, would not be likely to have a Plant Material Adverse Effect.
Real Property; Plant and Equipment. (a) Schedule 2.1(a) contains a description of, and exhibits indicating the location of, the real property owned by the Seller and included in the Acquired Assets (the "Real Property"). Complete and correct copies of any current surveys in the Seller's possession or any policies of title insurance currently in force and in the possession of the Seller with respect to the Real Property have heretofore been made available by the Seller to the Buyer. Except for Permitted Encumbrances and except as set forth in such surveys or in Schedules 2.1(a) and 4.7, to Seller's Knowledge there are no encroachments onto, overlaps, boundary line disputes or other similar matters with respect to the Real Property and no improvements included in the Real Property encroach upon any adjacent property or any easement or right-of-way.
(b) Schedule 4.13(b) contains a description of the major equipment components, personal property and inventory under the agreement between the Seller and Pooled Equipment Inventory Company (f/k/a BWR Equipment Inventory Company) comprising the Acquired Assets.
(c) The Acquired Assets conform in all material respects to the Technical Specifications and the Final Safety Analysis Report (FSAR) and are being operated and are in material conformance with all applicable requirements under the Atomic Energy Act, the Energy Reorganization Act, and the rules, regulations, orders and licenses issued thereunder. The Acquired Assets related to the metering of power to and from the VYNPS are in material conformance with all applicable NEPOOL standards and requirements.
(d) The Facility is operational and the Seller is not aware of any condition that would prevent the Facility's operation at full rated power.
(e) The sewer and water systems and all other utilities that currently service the Real Property are sufficient for the operation of the Facility. The Seller has no reason to believe that such systems and utilities will not be sufficient to continue to service the Facility, or that such services will not exist on the Closing Date. The Seller has not received and has no reason to believe that it will receive any notice of the curtailment of any utility service supplied to the Real Property.
