Common use of NEPOOL Clause in Contracts

NEPOOL. (a) On and after the Closing Date, the Buyer agrees to maintain membership in good standing in NEPOOL, and to submit to the governance of the ISO as established by the NEPOOL Agreement. (b) The Seller shall assign at the Closing, to the Buyer, and the Buyer shall assume, the portion of the Seller's Voting Shares that are based on Generation Ownership Shares which relate to the generation assets of the Seller that are Acquired Assets (the "Transferred Voting Shares"). The Transferred Voting Shares will be assigned in full to the Buyer as of the Closing Date and the Seller shall have no further right or obligation relating to such Transferred Voting Shares pertaining to periods following the Closing Date, all of which right and obligation shall rest with the Buyer. The intended effect of this assignment is that items "C" and "X" (subparagraph (i) only) of Section 6.3 of the NEPOOL Agreement shall be calculated: (a) with respect to the Seller, as though the Seller did not own the generation assets that are Acquired Assets during the twelve month period preceding the Closing and (b) with respect to the Buyer, as though the Buyer owned the generation assets that are Acquired Assets during the 035 twelve month period preceding the Closing. Accordingly, the assignment of such Transferred Voting Shares to the Buyer will not result in a greater aggregate number of Voting Shares that are based on the Generation Ownership Shares which are related to the Acquired Assets for the Buyer and the Seller together than the Seller would have had in the absence of this Agreement and the transactions contemplated thereby. (c) In accordance with Section 21.3 of the NEPOOL Agreement, the Buyer hereby expressly assumes all of the Seller's rights and obligations under the NEPOOL Agreement with respect to the generation assets that are Acquired Assets (collectively, the "NEPOOL Obligations"), and such NEPOOL Obligations hereby shall become the binding rights and obligations of the Buyer.

NEPOOL. (a) On and after the Closing Date, the Buyer agrees to maintain membership in good standing in NEPOOL, and to submit to the governance of the ISO as established by the NEPOOL Agreement. (b) The Seller shall assign at the Closing, to the Buyer, and the Buyer shall assume, the portion of the Seller's Voting Shares that are based on Generation Ownership Shares which relate to the generation assets of the Seller that are Acquired Assets (the "Transferred Voting Shares"). The Transferred Voting Shares will be assigned in full to the Buyer as of the Closing Date and the Seller shall have no further right or obligation relating to such Transferred Voting Shares pertaining to periods following the Closing Date, all of which right and obligation shall rest with the Buyer. The intended effect of this assignment is that items "C" and "X" (subparagraph (i) only) of Section 6.3 of the NEPOOL Agreement shall be calculated: (a) with respect to the Seller, as though the Seller did not own the generation assets that are Acquired Assets during the twelve month period preceding the Closing and (b) with respect to the Buyer, as though the Buyer owned the generation assets that are Acquired Assets during the 035 twelve month period preceding the Closing. Accordingly, the assignment of such Transferred Voting Shares to the Buyer will not result in a greater aggregate number of Voting Shares that are based on the Generation Ownership Shares which are related to the Acquired Assets for the Buyer and the Seller together than the Seller would have had in the absence of this Agreement and the transactions contemplated thereby. (c) In accordance with Section 21.3 of the NEPOOL Agreement, the Buyer hereby expressly assumes all of the Seller's rights and obligations under the NEPOOL Agreement with respect to the generation assets that are Acquired Assets (collectively, the "NEPOOL Obligations"), and such NEPOOL Obligations hereby shall become the binding rights and obligations of the Buyer.