Common use of Representations; Covenants Clause in Contracts

Representations; Covenants. a. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, the Shares shall be fully paid and non-assessable and free and clear of any and all liens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilities, and all such other liabilities and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Date in Penn Power's nuclear decommissioning trusts associated with the Contributed Assets, in the amount and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Penn Power's failure to perform the foregoing obligations. e. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or desirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated hereby.

Representations; Covenants. a. Nuclear Genco agrees that upon their issuance (a) Seller and Guarantor, and with respect to Penn Power pursuant heretoExhibit D, Seller, hereby make, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the Shares representations and warranties to Buyer set forth in Exhibit A and Exhibit D hereto. The representations and warranties set forth herein shall be fully survive transfer of the Purchased Securities to the Buyer and shall continue until the Agreement has terminated and Seller has paid all Obligations owed to Buyer hereunder. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any or all of the representations and non-assessable warranties in Exhibit D as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that any such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and free warranties in Exhibit D as they relate to the Purchased Securities. (b) In addition to the indemnification provided to Buyer under this Agreement, Seller and clear Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each of them harmless against, any and all lienslosses, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilities, and all such other liabilities and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs judgments, penalties, suits, actions, costs, disbursements or expenses (including, but not limited to, attorneys" fees and expenses which Penn Power may suffer expenses) asserted against or incur incurred by any of them as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated withof, or directly relating to, the Contributed Assets arising out of, or in any way related to any breach by Seller of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability such representations or obligation to fund the deficiency as of the Contribution Date warranties in Penn Power's nuclear decommissioning trusts associated with the Contributed Assets, in the amount Exhibit A and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Penn Power's failure to perform the foregoing obligations. e. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or desirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated hereby.Exhibit D.

Representations; Covenants. a. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, the Shares shall be fully paid (a) Each party represents and non-assessable and free and clear of any and all liens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilitieswarrants, and all such other liabilities shall on and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: (i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in Penn Power's nuclear decommissioning trusts associated or require the creation of any lien, security interest or other charge or en- cumbrance (other than pursuant hereto) upon or with respect to any of its properties in favor of any Person other than Buyer; and (ii) The Agreement is, and each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the Contributed Assetsterms of the Agreement. (b) Seller hereby makes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in (i) as to Transactions for Purchased Securities which are Commercial Contracts, Commercial Exhibit A and Commercial Exhibit B and (ii) as to Transactions for Purchased Securities which are Residential Contracts, Residential Exhibit A and Residential Exhibit B. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue for so long as the Purchased Securities are subject to this Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or warranties in Commercial Exhibit B or Residential Exhibit B, as the case may be, as they relate to the Purchased Securities that are subject to such repurchase transaction; PROVIDED, HOWEVER, that Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Commercial Exhibit B or Residential Exhibit B, as the case may be) against Seller unless Buyer is in default of its obligations under such repurchase transaction. (c) Buyer represents and warrants that (i) it is a separate and independent corporate entity from the custodian named in the amount Custodial Agreement; (ii) it does not own a controlling interest in such custodian either directly or through Affiliates; (iii) and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all no director or officer of Buyer is also a director or officer of such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Penn Power's failure to perform the foregoing obligationscustodian. e. The parties covenant (d) Seller represents and agree to use all commercially reasonable efforts to obtain all regulatory warrants that (i) it is a separate and other approvals, authorizations and consents, including rulings independent corporate entity from the Internal Revenue Service, custodian named in the Custodial Agreement; (ii) it does not own a controlling interest in such custodian either directly or through Affiliates; (iii) and make all no director or officer of Seller is also a director or officer of such filings necessary, appropriate or desirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated herebycustodian.

Representations; Covenants. a. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, the Shares shall be fully paid (a) Each party represents and non-assessable and free and clear of any and all liens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilitieswarrants, and all such other liabilities shall on and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in Penn Power's nuclear decommissioning trusts associated or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; and ii) The Agreement is, and each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the Contributed Assetsterms of the Agreement. (b) Seller hereby makes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit B hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue for so long as the Purchased Securities are subject to this Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or warranties in Exhibit B hereof as they relate to the Purchased Securities that are subject to such repurchase transaction. provided, however, -------- ------- that Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Exhibit B hereunder) against Seller unless Buyer is in default of its obligations under such repurchase transaction. (c) Buyer represents and warrants that it is a separate and independent corporate entity from the custodian named in the amount Custodial Agreement. Buyer does not own a controlling interest in such custodian either directly or through affiliates and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all no director or officer of Buyer is also a director or officer of such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Penn Power's failure to perform the foregoing obligationscustodian. e. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or desirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated hereby.

Representations; Covenants. a. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, the Shares shall be fully paid (a) Each party represents and non-assessable and free and clear of any and all liens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Assetx xxxx be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilitieswarrants, and all such other liabilities shall on and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Purchase Date for any Transaction and on and as of each date thereafter through the related Repurchase Date be deemed to represent and warrant, as follows: i) The execution, delivery and performance of the Agreement and the performance of each Transaction do not and will not result in Penn Power's nuclear decommissioning trusts associated or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; and ii) The Agreement is, and each Transaction when entered into under the Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the Contributed Assetsterms of the Agreement. (b) Seller hereby makes, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit B hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue for so long as the Purchased Securities are subject to this Agreement. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any representations or warranties in Exhibit B hereof as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that -------- ------- Buyer hereby represents and warrants that so long as this Agreement is in effect, any repurchase transaction entered into between Buyer and a counterparty with respect to Contracts which are the subject of a Transaction hereunder shall not permit such counterparty to assert a breach of an assigned representation or warranty made by Seller with respect to such Contracts (as set forth in Exhibit B hereunder) against Seller unless Buyer is in default of its obligations under such repurchase transaction. (c) Buyer represents and warrants that it is a separate and independent corporate entity from the custodian named in the amount Custodial Agreement. Buyer does not own a controlling interest in such custodian either directly or through affiliates and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Penn Power further agrees to timely and fully discharge all no director or officer of Buyer is also a director or officer of such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Penn Power's failure to perform the foregoing obligationscustodian. e. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or desirable in order for Penn Power to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated hereby.