Common use of Assignment and Assumption of Assumed Agreements Clause in Contracts

Assignment and Assumption of Assumed Agreements. On the terms and subject to the conditions set forth in this Agreement, effective as of the Closing, Sellers shall assign to Purchaser and Purchaser shall assume all of Sellers' rights under the Assumed Agreements, and (a) in the case of Assumed Agreements other than the Interconnection Contracts, all of Sellers' obligations arising after the Closing under such Assumed Agreements, and (b) in the case of Interconnection Contracts, all of Sellers' obligations under the Interconnection Contracts, other than (x) any refund liability of GenWest in connection with the proceedings on remand from the United States Court of Appeals for the D.C. Circuit in FERC Docket No. ER02-1913 or a subsequent ruling by FERC or a court on this issue, except for that portion of such liability for which SNWA is responsible under the Co-Tenancy Agreement, and (y) any refund liability of GenWest to SCE pursuant to paragraph 31 of the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement, with respect to refunds received by GenWest, except for that portion of such liability for which SNWA is responsible under the Co-Tenancy Agreement. For the avoidance of doubt, (i) with respect to indemnity obligations under Assumed Agreements, other than Interconnection Contracts as provided above, Purchaser shall only assume liability for events that occur after the Closing, and (ii) Purchaser shall not be deemed to assume any Liabilities of Sellers pursuant to this Agreement or the transactions contemplated hereby, except as set forth in this Section 2.1.2.