Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. At each Subsequent Closing, if appropriate, the Buyer shall deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Remaining Sellers), dated such Closing Date and reasonably satisfactory in form to the Remaining Sellers and their counsel, covering substantially the matters set forth in SCHEDULE 2.12; (vii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect to the Ownership Shares it acquires at such Closing.

Subsequent Closing. At each Subsequent Closing, if appropriate, ------------------ the Buyer shall deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Remaining Sellers), dated such Closing Date and reasonably satisfactory in form to the Remaining Sellers and their counsel, covering substantially the matters set forth in SCHEDULE Schedule 2.12;; ------------- (vii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified in i Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect to the Ownership Shares it acquires at such Closing.

Subsequent Closing. At each Subsequent Closing, if appropriate, the Buyer shall deliver to or at the direction of each of the Remaining Sellers participating at such Closing, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Closing: (i) the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to Section 2.6(d); (ii) an Assignment and Assumption Agreement; (iii) a certificate from an authorized officer of the Buyer, dated such Closing Date, to the effect that the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) and 6.2(l) have been satisfied; (iv) a copy, certified by an authorized officer of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate of an authorized officer of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vi) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Remaining Sellers), dated such Closing Date and reasonably satisfactory in form to the Remaining Sellers and their counsel, covering substantially the matters set forth in SCHEDULE Schedule 2.12; (vii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of Delaware; (viii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of New Hampshire; (ix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the purchase of the Acquired Assets or the transactions contemplated hereby; and (x) to the extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect to the Ownership Shares it acquires at such Closing.

Subsequent Closing. At each Subsequent ClosingClosing (unless otherwise indicated), if appropriate, the Buyer shall deliver to or at the direction of each of the Remaining Sellers participating at in such ClosingClosing shall deliver the following to the Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Relevant Facility Purchase PriceRemaining Sellers participating in a particular Subsequent Closing, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any Deeds for the Estimated Adjustment pursuant to Section 2.6(d)Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of EXHIBIT A(II) hereto, and any owner's affidavits or similar documents required by the Title Company; (ii) a ▇▇▇▇ of Sale; (iii) if the Undivided Interest is transferred to the Buyer on the Subsequent Closing Date, in the case of UI, the Owner Trustee Deed and ▇▇▇▇ of Sale, substantially in the form of EXHIBIT K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (iiiv) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of the Buyereach such Remaining Seller, dated such the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.2(a6.1(a), 6.2(b6.1(b), 6.2(d6.1(d), 6.2(e6.1(e), 6.2(f6.1(f), 6.2(g6.1(g), 6.2(h), 6.2(i6.1(i) and 6.2(l6.1(j) have been satisfied; (ivviii) a copy, certified by an authorized officer of the Buyereach such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (vix) a certificate of an authorized officer of the Buyer each such Remaining Seller which shall identify by name and title and bear the signature of the officers of the Buyer such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (vix) an opinion or opinions from one or more internal or outside counsel to the Buyer each such Remaining Seller (who shall be reasonably satisfactory to the Remaining SellersBuyer), dated such the relevant Closing Date and reasonably satisfactory in form to the Remaining Sellers Buyer and their its counsel, covering matters relating to such Subsequent Closing substantially the matters as set forth in SCHEDULE 2.122.11(B)(X); (viixi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, to the Buyer extent applicable (dated as of a recent date prior to such Closing Date) ), issued by the appropriate Secretary of State of Delawarefor each such Remaining Seller; (viiixiv) a certificate the assets of good standing each such Remaining Seller's Decommissioning Funds in accordance with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of New Hampshire;Section 5.10; and (ixxv) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Buyer each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Remaining Sellers Buyer or their its counsel may reasonably request in connection with the purchase sale and transfer of the Acquired Assets or the transactions contemplated hereby; and provided, however, that this subsection (xxv) shall not require such Seller to prepare or obtain any surveys relating to the extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect to the Ownership Shares it acquires at such ClosingReal Property.