RealDealDocs - Find thousands of real agreements and clauses from top US law firms

View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  MASTER ASSET SWAP AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
2.1 - Transfer of AE Supply Phase One Assets.
(f) - All Fort Martin Transferable Permits;
2.2 - Excluded AE Supply Phase One Assets.
2.3 - Assumed AE Supply Phase One Liabilities.
2.4 - Excluded AE Supply Phase One Liabilities.
2.5 - Fuel Supplies.
3.1 - Transfer of Mon Power Phase One Assets.
(f) - All Phase One Transferable Permits;
3.2 - Excluded Mon Power Phase One Assets.
3.3 - Assumed Mon Power Phase One Liabilities.
3.4 - Excluded Mon Power Phase One Liabilities.
3.5 - Fuel Supplies.
4.1 - Transfer of AE Supply Phase Two Assets.
(f) - All Phase Two Transferable Permits;
4.2 - Excluded AE Supply Phase Two Assets.
4.3 - Assumed AE Supply Phase Two Liabilities.
4.4 - Excluded AE Supply Phase Two Liabilities.
4.5 - Fuel Supplies.
5.1 - Phase One Closing.
5.2 - Calculation of Closing Payments.
5.3 - Payment of Closing Payments.
5.4 - Prorations.
5.5 - Audit Cooperation.
5.6 - Deliveries by AE Supply.
(i) - Duly executed Bills of Sale with respect to the Fort Martin Percentage Interest and the AE Supply Phase One Assets;
(vii) - The Service Agreement Assignment and Assumption, duly executed by AE Supply;
(x) - The Amended and Restated Facilities Lease Agreement, duly executed by AE Supply;
(i) - The Mon Power Phase One Assignment and Assumption Agreement duly executed by AE Supply;
(c) - With respect to this Agreement:
5.7 - Deliveries by Mon Power.
(ii) - Duly executed Bills of Sale with respect to the Phase One Percentage Interests and the Mon Power Phase One Assets;
(vi) - The New Facilities Lease Agreement, duly executed by Mon Power and The Potomac Edison Company;
5.8 - Phase One Revenue Bond Matters.
6.1 - Phase Two Closing.
6.2 - Calculation of Closing Payments.
6.3 - Payment of Closing Payments.
6.4 - Prorations.
6.5 - Audit Cooperation.
6.6 - Deliveries by AE Supply.
(ii) - Duly executed Bills of Sale with respect to the Phase Two Percentage Interests and the AE Supply Phase Two Assets;
(b) - With respect to this Agreement:
6.7 - Deliveries by Mon Power.
(i) - The AE Supply Phase Two Assignment and Assumption Agreement, duly executed by Mon Power;
6.8 - Phase Two Revenue Bond Matters.
ARTICLE VII - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF AE SUPPLY
7.1 - Organization; Qualification.
7.2 - Authority.
7.3 - Consents and Approvals; No Violation.
7.4 - Insurance.
7.5 - Real Property Leases.
7.6 - Environmental Matters.
7.7 - Real Property.
7.8 - Condemnation.
7.9 - Contracts.
7.10 - Legal Proceedings.
7.11 - Permits.
7.12 - Taxes.
7.13 - Compliance With Laws.
7.14 - DISCLAIMERS REGARDING ASSETS.
ARTICLE VIII - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF MON POWER
8.1 - Incorporation; Qualification.
8.2 - Authority.
8.3 - Consents and Approvals; No Violation.
8.4 - Insurance.
8.5 - Real Property Leases.
8.6 - Environmental Matters.
8.7 - Real Property.
8.8 - Condemnation.
8.9 - Contracts.
8.10 - Legal Proceedings.
8.11 - Permits.
8.12 - Taxes.
8.13 - Compliance With Laws.
8.14 - DISCLAIMERS REGARDING ASSETS.
9.1 - Conduct of Business Relating to the Exchange Assets.
9.2 - Access to Information.
9.3 - Confidentiality.
9.4 - Expenses.
9.5 - Further Assurances.
9.6 - Consents and Approvals.
9.7 - Tax Matters.
9.8 - Advice of Changes.
9.9 - Risk of Loss.
9.10 - Amended and Restated Facilities Lease Agreement.
10.1 - Conditions to Obligations of the Parties to Close Phase One.
10.2 - Conditions to Obligations of AE Supply to Close Phase One.
10.3 - Conditions to Obligations of Mon Power to Close Phase One.
10.4 - Conditions to Obligations of the Parties to Close Phase Two.
10.5 - Conditions to Obligations of AE Supply to Close Phase Two.
10.6 - Conditions to Obligations of Mon Power to Close Phase Two.
11.1 - Termination.
11.2 - Procedure and Effect of No-Default Termination.
11.3 - Specific Performance.
11.4 - Other Remedies.
12.1 - Amendment and Modification.
12.2 - Waiver of Compliance; Consents.
12.3 - No Survival.
12.4 - Notices.
(a) - If to AE Supply, to:
12.5 - Assignment.
12.6 - Governing Law.
12.7 - Counterparts.
12.8 - Interpretation.
12.9 - Schedules and Exhibits.
12.10 - Entire Agreement.
12.12 - Bulk Sales Laws.
12.13 - Tax Matters.