ASSET PURCHASE AGREEMENT BY AND BETWEEN SIERRA PACIFIC POWER COMPANY d/b/a NV ENERGY AND CALIFORNIA PACIFIC ELECTRIC COMPANY, LLC DATED: April 22, 2009Asset Purchase Agreement • January 5th, 2011 • Nv Energy, Inc. • Electric & other services combined • Nevada
ASSET PURCHASE AGREEMENT 1 Article I DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitional and Interpretive Matters 12 1.3 Joint Negotiation and Preparation of Agreement 13 Article II PURCHASE AND SALE 13 2.1 The Sale 13 2.2 Excluded Assets 15 2.3 Assumed Obligations 17 2.4 Excluded Liabilities 18 Article III PURCHASE PRICE 19 3.1 Purchase Price 19 3.2 Determination of Purchase Price 19 3.3 Allocation of Purchase Price 21 3.4 Proration 21 Article IV THE CLOSING 22 4.1 Time and Place of Closing 22 4.2 Payment of Closing Payment Amount 22 4.3 Deliveries by Seller 22 4.4 Deliveries by Buyer 23 Article V REPRESENTATIONS AND WARRANTIES OF SELLER 24 5.1 Organization; Qualification 24 5.2 Authority Relative to this Agreement 24 5.3 Consents and Approvals; No Violation 24 5.4 Governmental Filings 25 5.5 Financial Information; No Material Adverse Effect 25 5.6 Operation in the Ordinary Course 25 5.7 Title 26 5.8 Leases 26 5.9 Environmental 26 5.10 Certain Contracts and Arrangements 26 5.11 Leg
