EES Coke definition
Examples of EES Coke in a sentence
NSC is not selling or transferring to EES Coke any of NSC's right, title or interest in and to the facilities, equipment and rights described in Schedule 2.1(b) (the "Excluded Assets").
EES Coke shall pay all transfer fees, sales, use and value-added taxes or similar fees or Taxes and penalties with respect thereto in connection with the execution and delivery of this Agreement or the sale, assignment, transfer and delivery of the Project Assets as contemplated hereunder regardless of which Party such Taxes may be imposed upon or assessed against.
The Project Assets constitute all of the facilities and equipment needed to conduct the coke-making activities and coke by-products production activities in a manner not materially different from the manner in which such activities at the Coke Facilities have been performed by NSC within the twelve (12) month period prior to the Closing Date (other than those items to be provided to EES Coke pursuant to the Common Facilities Agreement and the other Project Contracts).
NSC shall have delivered to EES Coke the Operating Manual for the Coke Facilities and such Operating Manual shall have been approved by NSC, EES Coke and the Independent Engineer.
EES Coke shall have received evidence reasonably satisfactory to it that all Taxes required to be paid by NSC on or before the Closing Date in respect of the Project Assets or the Site have been timely paid to the appropriate taxing authorities and that the filing of all documents necessary to effect any of the releases referred to in Section 7.8 have been duly made by NSC.
In addition, at NSC's request, EES Coke shall, with NSC's cooperation, diligently contest any action of a Governmental Authority seeking to increase (or to prevent the reduction of) property taxes relating to the Coke Battery and, where reasonable grounds exist to do so, diligently pursue all lawful means to obtain a reduction of such property taxes.
Simultaneously with the delivery of the cash consideration referred to in Section 2.3, at the Closing each of NSC and EES Coke shall execute and deliver or cause to be executed and delivered all documents listed on Schedule 2.4 (collectively, the "Assignment and Assumption Instruments").
Moreover, this Agreement does not alter the rights of either Party to object to the Law or proceedings requiring the disclosure nor does it authorize EES Coke or any of its Affiliates to disclose otherwise confidential information in connection with any additional financing or refinancing of EES Coke (except in substantially the same scope as the initial financing specified in Section 10.3(b) above).
Except for the Assumed Liabilities, EES Coke shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of NSC related to the Project Assets of any kind, character or description whatsoever (the "Retained Liabilities").
EES Coke shall not file any tax return or take any position in connection with a tax audit or tax proceeding that is inconsistent with the treatment of EES Coke as the owner of the Coke Facilities for federal income tax purposes from and after the Closing except to the extent required by Law or as agreed by the Parties.