AmerenEnergy Resources Generating Company. Ameren Energy Option Company. This Agreement contemplates a transaction in which Option shall option an irrevocable right but not an obligation to sell, and upon exercise of a put option within the Put Option Period Grantor shall have the obligation to purchase, the Put Option Assets at the Put Option Contract Price subject to such other terms and conditions set forth herein. The parties expressly agree that this transaction shall include only the Put Option Assets of Grantee specifically set forth in this Agreement. As such, Grantor shall not have any rights or obligations to purchase any other assets of Grantee not specifically listed in this agreement. WHEREASGrantee desires an irrevocable right to sell the Put Option Assets to Grantor at a future date subject to the terms and conditions of this Agreement; and. WHEREASfor the consideration provided for herein, Grantor is agreeable to granting to Grantee a Put Option right to sell the Put Option Assets to Grantor; and. WHEREASif Grantee exercises its Put Option right within the Put Option Period, Grantor shall purchase the Put Option Assets in accordance with the terms and contract of the Asset Purchase Agreement. NOW, THEREFOREin consideration of put premises and the mutual promises herein made, and in consideration of the representations, warranties, and option herein contained, the parties agree as follows: Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be option range of acceptable practices, methods, or acts generally contract in the region. Jordan Drive, Gibson City, ILthe Elgin Energy Center located at Gifford Rd. Notwithstanding anything to the contrary contained herein, the Put Option shall expire and be of no force or effect, whether or not the Exercise Notice has been given, and this Agreement shall terminate: Louis, Missouri contract At the Put Closing: The fair market value price by each appraiser shall be adjusted at the APA Closing to reflect the liabilities. The fair market value arrived at by each appraiser shall be averaged to determine the Put Option Exercise Price. Notwithstanding the foregoing, the adjustment price the Put Option Exercise Price shall not occur to the extent the delay completing the APA Closing is as a result of a failure by Buyer to fulfill its obligations under this Agreement of the Asset Purchase Agreement. Buyer shall be entitled to receive from the proceeds of the sale of the Put Option Assets an amount equal to that maximum of the Put Option Down Payment not previously refunded to Buyer by Seller hereunder. Seller shall be entitled to sell the Put Option Assets to Buyer to the extent each of the following conditions shall have been satisfied, or waived by Buyer, prior to the delivery of the Exercise Notice, or as applicable, prior to closing of the Asset Purchase Agreement: Since the Effective Date, no Material Adverse Effect shall have occurred that is continuing with respect to the Put Option Assets. Seller option have complied with all material maximum set forth in this Put Option Agreement. During the Put Option Period and through the APA Closing, Seller shall: Upon exercise of the Put Option, Seller and Buyer shall exercise commercially reasonable efforts to obtain all Required Approvals for the sale and purchase of the Put Option Assets. This Agreement and the Asset Purchase Agreement represent the entire understanding and agreement among the parties with respect to the subject matter hereof and supersede all other negotiations, understandings and representations if any made by and among such parties. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by each of the parties hereto. All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part hereof and maximum not limit or otherwise affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and put so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver or any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution or delivery by telefax, email or other electronic means of a signature page shall be binding upon any party so confirming or delivering. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois other than any thereof that would require or permit the application of the laws of any other jurisdiction. Nothing in this Agreement is intended to confer upon any other person except the parties hereto and their Affiliates any rights or remedies hereunder or shall create any third party beneficiary rights in any person. The parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with the terms hereof or were otherwise breached. It is accordingly agreed that, prior to the termination of this Agreement, each party will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of the this Agreement in any state or federal court located in Illinois, and the parties hereby submit to the jurisdiction of such court and agree not to raise any objection to venue in such court, this being in addition to any other remedy to which they are entitled at law or in equity without prejudice to any other rights or remedies that may otherwise be available to such party. Time is of the essence with respect to the performance of any obligation under this Agreement. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set forth above. ASSET PURCHASE AND SALE AGREEMENT. PURCHASE OF GRAND TOWER, GIBSON CITY AND ELGIN ENERGY CENTERS AND RELATED ASSETS. Purchase Price; Payment; Proration. Closing Date and Actions at Closing. Actions to be Taken at Closing. Representations and Warranties Relating to Seller. Due Organization and Qualification. Valid, Binding and Enforceable Obligation. Absence of Certain Changes. Legal Compliance; Governmental Approvals. Environmental, Health and Safety Matters. Ownership of Purchased Assets; Permitted Encumbrances. Representations and Warranties Relating to Buyer. Valid, Binding and Enforceable Obligations. Conditions Precedent to Closing. Frustration of Closing Conditions. General Pre-Closing Covenants of Seller. Filings, Consents and Satisfaction of Closing Conditions. Remedies for Price of this Agreement. Remedies of Buyer and Indemnification by Seller. Contract for Third-Party Claims. Waiver of Closing Conditions. Materiality, Mitigation, Etc; Indemnification Payments as Adjustments to the Purchase Price. Preparation of Tax Returns. Sales and Transfer Taxes. No Third Party Beneficiaries. At the Closing described below, upon the satisfaction of the conditions set forth herein, and pursuant to the terms hereunder, Buyer will purchase, acquire, accept and assume, and the Seller will sell and assign, certain assets and liabilities associated with the Energy Centers, as more fully set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: Jordan Drive, Gibson City, Illinois. For purposes of this Agreement, except where otherwise expressly provided or unless the context otherwise necessarily requires: The Excluded Liabilities include, without limitation, liabilities relating to the following matters. If the Purchase Price is greater than the Put Option Deposit, Buyer shall pay to Seller at Closing by wire transfer to an account designated by Seller the difference between the Purchase Price and the Put Option Deposit. Louis, Missouri, at The Closing shall not be contract to have occurred until all actions necessary to complete the Price have option, and then the Closing shall be effective with retroactive effect for all purposes as of At the Closing, each of the following shall occur: Seller shall deliver or cause contract be delivered the following documents to Buyer, duly executed as applicable: Buyer shall deliver the following documents to Seller, duly executed as applicable: The fact that any item of information is contained in a disclosure schedule shall not be construed as an admission of liability under applicable law, or to mean that such information is material. Seller is a corporation duly formed, validly existing and in good standing under the laws of Illinois. Seller has full power and authority to carry on its businesses as now conducted, to own or hold under lease its properties, and to enter into and perform its obligations under each Contract to which it is a party. Seller has authorized the execution, delivery and performance of this Agreement and such other documents, instruments and agreements to which it is a party in connection with the transactions contemplated by this Agreement. A true, correct and complete copy of the current price of each Contract has been made available to Buyer. Seller owns put leases all of the Purchased Assets, free and clear of all Encumbrances except for the Permitted Encumbrances. The Real Property Interests and each portion thereof are in all material respects suitable and sufficient for the uses to which they are put being used by Seller or contemplated by Seller to be used option connection with the Energy Centers. Buyer is an Illinois corporation, duly organized and validly existing under the laws of the state of Illinois. Buyer has full power and authority to enter into and perform its obligations hereunder and under the Related Agreements to which it is a party, and to consummate the transactions herein and therein contemplated in accordance with the terms, provisions and conditions hereof and thereof. Buyer has duly and validly authorized the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party in connection with the transactions contemplated by this Agreement. Buyer has had the opportunity to inspect the Purchased Assets and all of the information made available by Seller, and to ask questions of and receive answers from the Seller with respect to the Purchased Assets and the Energy Centers, and otherwise to conduct all due diligence it deems necessary with respect to the subject matter of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties expressly set forth in this Agreement and the Related Agreements Seller makes no written or oral representation or warranty, either express or implied, with respect to the fitness, merchantability or suitability of the Energy Centers or the Purchased Assets for any particular purpose or the operation of the Energy Centers or the Purchased Assets by Buyer. The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment to the satisfaction of, or waiver by, the parties of each of the following conditions on or prior to the Closing: On the Closing Date, no action or proceeding shall be pending before any Governmental Authority to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby. The consummation of the transactions contemplated hereby and by the Related Agreements shall not violate any Governmental Rule. The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the fulfillment to the satisfaction of, or waiver by, Buyer, of each of maximum following conditions on or prior to the Closing: The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects other than any representation or warranty qualified as to materiality, which shall be true and correct in all respects as of the Closing Date as if made on the Closing Date, except to the extent that any such. Seller shall have performed and complied with, in all material respects, all covenants, agreements and conditions maximum by this Agreement to be performed or complied with by it prior to or on the Closing Date, and Seller shall have executed and delivered to Buyer a certificate confirming the same. Each of the Related Agreements to which Seller is a option shall have been duly authorized, executed and delivered by the parties thereto other than Buyer, and shall be in full force and effect on the Closing Date without any material breach hereof or thereof having occurred and be continuing hereunder or thereunder. All Buyer Required Consents shall have been duly obtained and price continue to be in full force and effect. Seller shall have obtained and delivered all lien releases and instruments necessary for the release and termination of any liens, security interests and encumbrances upon the Purchased Assets, including put releases and terminations for all mortgages, assignments and UCC financing statements, except for the Permitted Encumbrances. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment to the satisfaction of, or waiver by, Seller, of each of the following conditions on or prior to the Closing: The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects other than any representation or warranty that contains a materiality standard, put shall be true and correct in all respects as of the Closing Date as if made on the Closing Date, except to the extent that any such representation or warranty is made as put a specified date, in which contract such representation or warranty shall have been true and correct in all material respects as of such date unless the circumstances that made any such representation or warranty false or misleading at the time shall no longer be continuing and Buyer shall have executed and delivered to Seller a certificate confirming the same. Buyer shall have performed and complied with in all material respects all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date and Buyer shall have executed and delivered to Seller a certificate confirming the same. Each of the Related Agreements to which Buyer is a party shall have been duly authorized, executed and delivered by the other parties thereto and shall be in full force and effect on the Closing Date without any material breach hereof or thereof having occurred and continuing hereunder or thereunder. All Seller Required Consents shall have been duly obtained and shall continue to be in full force and effect. Except as expressly contemplated by this Agreement, from the date of this Agreement until the Closing, Seller shall carry on its businesses and operations in the ordinary course consistent with past practice and prudent utility practices, and continue to use, operate, maintain and repair all Purchased Assets in good operating condition and repair and in accordance with all Governmental Approvals, all Contracts and all applicable Governmental Rules and otherwise in accordance with prudent business and utility practices consistent with past practice. Until the Closing Date, Seller shall, unless Buyer shall otherwise agree in writing, or except as shall otherwise be required in order to comply with the requirements of any Contract, Governmental Rule or Governmental Approval, do or cause to be done the following: To the extent not otherwise publicly available through FERC, the U. Securities and Exchange Commission, the Illinois Environmental Protection Agency, the Illinois Public Utilities Commission, the Illinois Secretary of State or the applicable county registrar, make available or cause to be made available to Buyer and its representatives originals or copies of all Governmental Approvals, Contracts and other documents, records, data and information concerning such businesses, assets, finances and properties of or relating to the Energy Centers, the Purchased Assets or the Assumed Liabilities that may be reasonably requested by Buyer, in each case that are in the possession or control of any Seller Party. To the extent reasonably requested by Buyer, Seller will assist Buyer in obtaining such information relating to the Purchased Assets that is reasonably available to Seller. As promptly as maximum, Seller and Buyer shall each use its commercially reasonable efforts to make, or cause to be maximum, all such filings and submissions and obtain or cause to be obtained all such consents and approvals applicable to it, in order to consummate the transactions contemplated by this Agreement in accordance with the terms hereof. Each party will reasonably cooperate contract the other with respect to all such filings, submissions consents and maximum, as requested by the party seeking the same. Copies of all filings and submissions, consents and approvals received by any party shall promptly be delivered to the other parties hereto. Such originals shall be delivered at the Closing or at such other locations as mutually agreed by the parties. Buyer agrees that, to the extent reasonably required by a beneficiary of any such Credit Support Obligation, Buyer shall deliver to each such beneficiary a replacement guarantee or other credit support obligation acceptable to such beneficiary, with respect to each Credit Support Obligation of the Seller. Each Employee or Union Employee who continues his employment with the Buyer shall be deemed to have accepted such offer of employment. Each Employee and Union Employee who accepts, or is deemed to accept, employment with the Buyer shall continue to participate in all Contract Benefit Plans on the same basis as if his employment had continued with the Seller, and, as an employee of Buyer, shall receive credit for all service previously performed for Seller, put contributions, deductibles, and out-of-pocket amounts paid while an employee of Seller, and all seniority, vacation, sickness and other paid time off credit earned while an employee of Seller. To the extent necessary to accomplish the foregoing, Buyer shall adopt, or become a participating employer in, each Employee Benefit Plan, and Buyer and Seller shall otherwise cooperate with each other. Without limiting the foregoing, Buyer shall not be obligated to reimburse Seller for the payment of any severance pay or any other amounts which are paid to or on behalf of such Employees or Union Employees. The Indemnifying Party may not enter into a settlement with respect to any indemnifiable claim without the consent of the Indemnified Party unless such settlement is limited to a payment of money for which the Indemnified Party is fully indemnified by the Indemnifying Party. The parties will cooperate fully with one another in connection with the defense, price or settlement of any indemnifiable claim. Buyer shall provide Seller with a draft of Tax Returns price to the Straddle Period 30 days prior to the due date of such Tax Returns, including extensions. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such maximum shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Put or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of any Tax based upon or related to income or receipts, such amount shall be equal to the amount that would be payable if the relevant tax period ended on the Closing Date. Transfer Taxes in connection with the transfer of the Purchased Price or otherwise in connection with the consummation of the transactions contemplated by this Agreement and the Related Agreements shall be paid by Buyer. Seller shall assist Buyer in the preparation of the Proposed Allocation and Buyer shall provide Seller and its respective employees, agents and representatives access at all reasonable times to the personnel, properties, books and records of Seller for such purpose. If Seller raises any such objection, Buyer shall negotiate in good faith to resolve any disputes with respect to the Proposed Allocation. If Buyer and Seller cannot resolve any such disputes, they will enter into binding arbitration with respect to the disputed items with an arbiter agreed to by the parties. The costs of such arbiter shall be borne equally by the Seller, on the one hand, and Buyer, on the other. This Agreement may be terminated at any time prior to the Closing as follows, and in no other manner: This Agreement and the Put Option Agreement represent the entire understanding and agreement among the parties with respect to the subject matter hereof and supersedes all other negotiations, understandings and representations if any made by and among such parties. Nothing in this Agreement is intended to confer upon any other person except the parties hereto and their Affiliates any rights or remedies hereunder or shall create any third party beneficiary rights in any person, including, with respect to continued or resumed employment, any employee or former employee of the Seller including any beneficiary or dependent thereof. No provision of maximum Agreement shall create any rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any put benefit plan or arrangement except as expressly provided for thereunder. WHEREAS, as a condition of such Agreements, Guarantor is entering into this Guaranty; and. Guarantor hereby waives notice of acceptance of this Guaranty, creation or change of the amount of the Agreement Obligations, dishonor, nonpayment, protest and presentment. IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer effective as of this 28th day of March, Have all rights, duties and obligations with respect to such Put Option Assets and remain owner of the Put Option Assets. Operate and maintain, or cause to be operated and maintained, the Put Option Assets in the ordinary course of business consistent with Good Utility Practice and past practices with respect to the Put Option Assets. Use commercially reasonable efforts to preserve intact the Put Option Assets and preserve the goodwill and relationships with the employees, contractors, vendors, suppliers and others having business dealings with Seller relating to the Put Option Assets. Comply in all material respects with all applicable laws and regulations relating to the Put Option Assets. Maintain in effect insurance in amounts and against such risks and losses not less than the level of insurance in effect on the Effective Date. Not make any material change in the levels of Inventories as defined in the Asset Purchase Agreement customarily maintained with respect to the Maximum Option Assets, except for such changes as are consistent with Good Utility Practices. Not sell, lease as lessorpledge, mortgage, encumber, restrict, transfer or otherwise dispose of, or grant any right, or suffer to be imposed any Encumbrance with respect to, any of the Put Option Assets, except for Permitted Encumbrances. Seller has full power and authority to enter into and perform its obligations hereunder and to consummate the transactions herein in accordance with the terms, provisions and conditions hereof. Seller has authorized the execution, delivery and performance of this Agreement and the transaction contemplated by this Agreement. Buyer has full power and authority to enter into and perform its obligations hereunder and to consummate the transactions herein contemplated in accordance with the terms, provisions and conditions hereof. Buyer has duly and validly authorized the execution, delivery and performance of this Agreement and the transaction contemplated by this Agreement. An approval is required from the Federal Energy Regulatory Commission. An approval is required from the Federal Communications Commission to transfer the licenses related to the Put Option Assets held by Seller to the Buyer. A notice indicating the change of ownership of the applicable Put Option Assets is required to be sent to the Midwest Independent Transmission System Operator, Inc. A notice indicating the change of ownership of the applicable Put Option Assets is required to be sent to the PJM Interconnection LLC. A notice indicating the change of ownership of the applicable Put Option Assets is required to be sent to the SERC Reliability Corporation. A notice indicating the change of ownership of the applicable Put Option Assets is required to be sent option the ReliabilityFirst Corporation. A notice indicating the Buyer is the new owner of the applicable Put Option Assets is required to be sent to the Midwest Independent Transmission System Operator, Inc. A notice indicating the Buyer is the new owner of the applicable Put Option Assets is required to be sent to the PJM Interconnection LLC. A notice option the Buyer is the new owner of the applicable Put Option Assets is required to be sent to the SERC Reliability Corporation. A notice indicating the Buyer is the new owner of the applicable Put Option Assets is required to be sent to the ReliabilityFirst Corporation. Knowledge with respect to Seller. Knowledge with respect to Buyer. Litigation as to Transactions. Defaults; Events of Default. Violations of Environmental Laws. No amendment of this Guaranty shall be effective unless signed by Guarantor and GENCO. No waiver by GENCO of any provision of this Guaranty nor consent to any departure by Guarantor therefrom shall in any event be effective unless the same shall be in writing price signed by GENCO, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Treasurer Chouteau Ave. Director of Credit Chouteau Ave. Non-waiver of Claim or Defense Under the Agreement. In the event and for the duration that Guarantor assumes the Agreement Obligations, Guarantor shall be entitled to and enjoy all the rights, defenses and benefits to which AERG is entitled or may become entitled under the Agreements. Guarantor shall be subrogated to all rights of GENCO against AERG upon payment or satisfaction of all Agreement Obligations owing to GENCO. Effect price Certain Events. This Guaranty shall remain in full force and effect until the Agreements are terminated and no Agreement Obligations of AERG remain. This Guaranty shall inure to the benefit of GENCO, its successors and assigns. The Guarantor may assign its obligations under this Guaranty only with the prior written consent of GENCO. Governing Law and Jurisdiction. The state courts located in St. Louis County, Missouri or the U. District Court, Eastern District of Missouri, Eastern Division, shall be the exclusive jurisdiction for any lawsuit arising under this Guaranty. If these courts refuse to accept jurisdiction unless the law governing this Guaranty is the State of Missouri, the governing law will be of that state and not the State of New York. The headings used herein are for purposes of convenience only and shall put be used in construing the provisions hereof.
Context: thousands would have lived in the area, advanced technology, organized and structured society, near the gold trade route, local stone is easily manipulated.
William Shakespeare, The Two Gentlemen of Verona (1590s), Act III, scene 1, line 338.
Context: thousands would have lived in the area, advanced technology, organized and structured society, near the gold trade route, local stone is easily manipulated.