Common use of Negotiated Transactions Clause in Contracts

Negotiated Transactions. If the Mitsubishi Group wishes to take Acquisition Actions with respect to a Facility (the "Subject Facility") which is not the subject of an Auction (any transaction, or attempted transaction, to acquire any such Facility, or an interest therein, is referred to as a "Negotiated Transaction"): (i) the Mitsubishi Group shall provide, in good faith, taking into account all relevant facts and circumstances, the Company with written notice (a "Facility Notice") including (a) the identity of the Subject Facility, (b) a statement that the Mitsubishi Group, subject to this Section 4, intends to take Acquisition Actions to purchase such Subject Facility, or an interest therein, and (c) a statement that the Mitsubishi Group believes it has a reasonable probability of acquiring such Subject Facility, or an interest therein, in such Negotiated Transaction. The Company shall provide a written response (a "Response") to any and all Facility Notices, which Response shall indicate whether or not the Company intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein (a Response stating that the Company does not have such intention is referred to as a "No Intention Response"). Such Response shall be given in good faith, taking into account all relevant facts and circumstances, within sufficient time (a "Response Period") to allow the Mitsubishi Group, if a No Intention Response is given, to pursue, on a commercially reasonable basis, the purchase of such Subject Facility, or an interest therein, in the Negotiated Transaction. Prior to the receipt of a Response to a Facility Notice, the Mitsubishi Group shall take no Acquisition Actions with respect to the Subject Facility. (ii) In the event the Company indicates in a Response that it intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein, through a Negotiated Transaction (a "Positive Response"), the Mitsubishi Group shall be precluded from taking any Acquisition Actions with respect to the Subject Facility; provided, however, that in the event that the Company, after initially (iii) In the event that, during negotiations with respect to a Negotiated Transaction, the seller of the Subject Facility commences an Auction, the provisions of Section 3 shall apply to such Subject Facility, and the Mitsubishi Group shall immediately terminate any Acquisition Actions with respect to such Subject Facility unless a Granting Notice is given with respect to such Subject Facility.

Negotiated Transactions. If the Mitsubishi TEPCO International Group wishes to take Acquisition Actions with respect to a Facility (the "Subject Facility") which is not the subject of an Auction (any transaction, or attempted transaction, to acquire any such Facility, or an interest therein, is referred to as a "Negotiated Transaction"): (i) the Mitsubishi TEPCO International Group shall provide, in good faith, taking into account all relevant facts and circumstances, the Company with written notice (a "Facility Notice") including (a) the identity of the Subject Facility, (b) a statement that the Mitsubishi TEPCO International Group, subject to this Section 4, intends to take Acquisition Actions to purchase such Subject Facility, or an interest therein, and (c) a statement that the Mitsubishi TEPCO International Group believes it has a reasonable probability of acquiring such Subject Facility, or an interest therein, in such Negotiated Transaction. The Company shall provide a written response (a "Response") to any and all Facility Notices, which Response shall indicate whether or not the Company intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein (a Response stating that the Company does not have such intention is referred to as a "No Intention Response"). Such Response shall be given in good faith, taking into account all relevant facts and circumstances, within sufficient time (a "Response Period") to allow the Mitsubishi TEPCO International Group, if a No Intention Response is given, to pursue, on a commercially reasonable basis, the purchase of such Subject Facility, or an interest therein, in the Negotiated Transaction. Prior to the receipt of a Response to a Facility Notice, the Mitsubishi TEPCO International Group shall take no Acquisition Actions with respect to the Subject Facility. (ii) In the event the Company indicates in a Response that it intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein, through a Negotiated Transaction (a "Positive Response"), the Mitsubishi TEPCO International Group shall be precluded from taking any Acquisition Actions with respect to the Subject Facility; provided, however, that in the event that the Company, after initiallyinitially giving a Positive Response with respect to the purchase of such Subject Facility, or an interest therein, subsequently decides not to pursue such purchase, the Company shall promptly provide a No Intention Response to the TEPCO International Group with respect to such Subject Facility. If the Company gives a No Intention Response, the TEPCO International Group shall have the right to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein. (iii) In the event that, during negotiations with respect to a Negotiated Transaction, the seller of the Subject Facility commences an Auction, the provisions of Section 3 shall apply to such Subject Facility, and the Mitsubishi TEPCO International Group shall immediately terminate any Acquisition Actions with respect to such Subject Facility unless a Granting Notice is given with respect to such Subject Facility.

Negotiated Transactions. If the Mitsubishi Group CPI wishes to take Acquisition Actions with respect to a Facility (the "Subject Facility") which is not the subject of an Auction (any transaction, or attempted transaction, to acquire any such Facility, or an interest therein, is referred to as a "Negotiated Transaction"): (i) the Mitsubishi CPI Group shall provide, in good faith, taking into account all relevant facts and circumstances, the Company with written notice (a "Facility Notice") including (a) the identity of the Subject Facility, (b) a statement that the Mitsubishi CPI Group, subject to this Section 4, intends to take Acquisition Actions to purchase such Subject Facility, or an interest therein, and (c) a statement that the Mitsubishi CPI Group believes it has a reasonable probability of acquiring such Subject Facility, or an interest therein, in such Negotiated Transaction. The Company shall provide a written response (a "Response") to any and all Facility Notices, which Response shall indicate whether or not the Company intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein (a Response stating that the Company does not have such intention is referred to as a "No Intention Response"). Such Response shall be given in good faith, taking into account all relevant facts and circumstances, within sufficient time (a "Response Period") to allow the Mitsubishi CPI Group, if a No Intention Response is given, to pursue, on a commercially reasonable basis, the purchase of such Subject Facility, or an interest therein, in the Negotiated Transaction. Prior to the receipt of a Response to a Facility Notice, the Mitsubishi CPI Group shall take no Acquisition Actions with respect to the Subject Facility. (ii) In the event the Company indicates in a Response that it intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein, through a Negotiated Transaction (a "Positive Response"), the Mitsubishi CPI Group shall be precluded from taking any Acquisition Actions with respect to the Subject Facility; provided, however, that in the event that the Company, after initiallyinitially giving a Positive Response with respect to the purchase of such Subject Facility, or an interest therein, subsequently decides not to pursue such purchase, the Company shall promptly provide a No Intention Response to the CPI Group with respect to such Subject Facility. If the Company gives a No Intention Response, the CPI Group shall have, subject to Section 5 below, the right to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein. (iii) In the event that, during negotiations with respect to a Negotiated Transaction, the seller of the Subject Facility commences an Auction, the provisions of Section 3 shall apply to such Subject Facility, and the Mitsubishi Group CPI shall immediately terminate any Acquisition Actions with respect to such Subject Facility unless a Granting Notice is given with respect to such Subject Facility.