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First uploaded to the WWW: 1998 July 04
Script upgraded to HTML 4.01: 2006 June 15
Latest update: 2006 October 24
In 1891, the Kentville Electric Light and Power Company Limited was incorporated.
Chapter 149 of the Acts of 1891: An Act to Incorporate the Kentville Electric Light and Power Company Limited
Chapter 109 of the Acts of 1918: An Act to Enable the Town of Kentville to Borrow Money for Electric Light Purposes
In 1919, the Kentville Electric Commission, owned by the Town of Kentville, was established to purchase the electric power system of the Kentville Electric Light and Power Company, and to operate the electric power distribution system within the Town. The Kentville Electric Commission continued to own and operate this system from 1919 until 1998.
Chapter 98 of the Acts of 1919: An Act Constituting an Electric Light and Power Commission for the Town of Kentville
In October 1998, the Kentville Electric Commission's electric power distribution system was sold to Nova Scotia Power Inc.. The Kentville Electric Commission was dissolved.
Chapter 20 of the Acts of 1998: Town of Kentville and Kentville Electric Commission Sale of Assets Act
On 1 January 1999, ownership of Nova Scotia Power Inc. (NSPI) was transferred to NS Power Holdings Inc. (NSPH). On that date, all NSPI common shares were transferred from the previous owners (individuals, pension funds, etc.) to NSPH — which issued to the former NSPI shareholders, one NSPH share for each NSPI share. Thus Nova Scotia Power Inc. became a wholly-owned subsidiary of NS Power Holdings Inc.
On 17 July 2000, the company name was changed to Emera Inc. from NS Power Holdings Inc. After this name change, Nova Scotia Power Inc. continued as a wholly-owned subsidiary of Emera Inc.
BETWEEN:
TOWN OF KENTVILLE, a body corporate,
(hereinafter called the "TOWN")
OF THE FIRST PART
NOVA SCOTIA POWER INCORPORATED,
a body corporate, with Head Office at Halifax,
in the County of Halifax, Province of Nova Scotia,
(hereinafter called the "COMPANY")
OF THE SECOND PART
The Parties hereto hereby covenant and agree as follows:
INTERPRETATION
1.01 In this Agreement:
(a) "Agreement" means this Asset Purchase Agreement, including the Schedules contemplated herein or attached hereto;
(b)
"Assets" means the Lands, Electrical Equipment, Inventory, Motor
Vehicles, Receivables, and Documentation, all of which is owned and/or
used by the TOWN and/or the COMMISSION in the operation of the Utility
but does not include the property at Church Street, Kentville, the
buildings and land used for pole yards and land used solely for the
purpose of office space or administration for the Utility;
(c) "COMMISSION" means the Kentville Electric Commission, a body
corporate, incorporated under the Statutes of Nova Scotia 1919, chapter
98, as amended;
(d) "Date of Transfer" means the fifth (5th) business day after the
date of approval by the Nova Scotia Utility and Review Board of the
purchase and sale of the Assets contemplated herein, or such later date
as may be mutually agreed upon in writing by the Parties hereto;
(e) "Documentation" means all the plans and detailed information of all
description, including plans, deeds, easements and records of land,
records of meter owners and readings, lists of all customers, suppliers
and resellers, copies of all customer records, sizes, number and
location of transformers and equipment, any joint use agreements
(including details of joint use of poles and cable attachments), maps
of the distribution system, records, cable attachment agreements and
electric service contracts to the extent required by the COMPANY,
technical data and all other records of every nature and kind used in
the operation of the Utility;
(f) "Electrical Equipment" means all machinery, equipment, fixtures of
all kinds of the TOWN and COMMISSION used in the Utility's business
including all substations and switching facilities, both indoor and
outdoor together with structures, equipment and improvements; all
distribution systems including underground conductors, conduits, cables
and subways, overhead conductors, poles and fixtures, street and
highway lighting systems, including ornamental street lighting,
(excluding cable reels and associated deposits), line transformers,
including installations, capacitors, voltage regulators, services,
meters and meter installations and other equipment pertaining to the
distribution system of the Utility; structures of all types and for all
purposes, shop equipment, stores equipment and all miscellaneous
equipment used in the distribution of electricity including any
warranty rights pertaining thereto;
(g) "Financial Statements" means the audited Financial Statements
relating to the Utility prepared by Kent and Duffett, Chartered
Accountants, dated March 31, 1997;
(h) "Inventory" means all of the items used or useful in the operation
of the Utility and listed in a Schedule to be agreed upon by the
Parties on or before September 30, 1997 and then appended hereto;
(i) "Land" means all the property and/or interests in lands owned by
the TOWN or the COMMISSION and used in the operation of the Utility
including, without limitation, the interests, as described in Schedule
"A" attached hereto, excluding, however, the property at Church Street,
Kentville, the buildings and land used for pole yards and land used
solely for the purpose of office space or administration for the
Utility;
(j) "Motor Vehicles" means all vehicles used in the operation of the Utility;
(k) "Purchase Price" means the amount to be paid by the COMPANY to the
TOWN for the Assets on the Date of Transfer as set out in Section 4
hereof;
(1) "Receivables" means all of the electric service accounts receivable of the Utility as at the Date of Transfer; and
(m) "Utility" means the electrical distribution business carried on by
the TOWN and/or the COMMISSION in the Town of Kentville and certain
parts of the County of Kings.
1.02 This Agreement, including Schedules "A", "B", "C" and
"D" attached hereto and others contemplated herein, all of which are
incorporated by reference, constitute the entire agreement between the
Parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions, whether
oral or written, of the Parties and there are no warranties,
representations or other agreements between the Parties in connection
with the subject matter hereof except as specifically set forth herein.
1.03 The Section headings contained herein are included solely for
convenience and are not intended to be full or accurate descriptions of
the content thereof and shall not be considered part of this Agreement.
PURCHASE AND SALE
2.01 The TOWN agrees to sell to the COMPANY and the COMPANY agrees to purchase from the TOWN on the Date of Transfer all of the Assets. Any Assets in the name of the
COMMISSION as of the date of this Agreement shall be transferred to the
TOWN on or before the Date of Transfer in order to fulfil the TOWN's
warranty in Section 7(g) hereof on the Date of Transfer.
2.02 Upon execution of this Agreement the COMPANY shall submit a cheque
in the amount of $1,000,000 payable to the TOWN's solicitor as a
deposit to be held in trust, pending completion of this Agreement to be
credited on account of the Purchase Price on closing. Interest accruing
on the deposit to the Date of Transfer shall be paid to the TOWN on
closing over and above the Purchase Price. If the TOWN and the COMPANY
do not complete this Agreement because the conditions precedent in
Sections 5(a) and 5(b) cannot be met, the deposit shall be returned
forthwith without adjustment, deduction or penalty, to the COMPANY with
interest. If the COMPANY otherwise fails to complete this Agreement in
accordance with the COMPANY's obligations hereunder, the deposit shall
be forfeited to the TOWN with interest, in addition to any claim which
the TOWN may have against the COMPANY for its failure to complete. If
the TOWN otherwise fails to complete this Agreement in accordance with
the TOWN's obligations hereunder, the deposit shall be returned
forthwith without adjustment, deduction or penalty, to the COMPANY with
interest, in addition to any claim which the COMPANY may have against
the TOWN for failing to complete.
SUBSTANCE OF AGREEMENT
3.01 This Agreement is for the
purchase of the Assets only and it is understood and agreed that the
COMPANY will not be purchasing any other property of the TOWN or the
COMMISSION not specified herein and that the COMPANY will not assume:
(a) any obligations for the employees of the TOWN or the COMMISSION
employed in connection with the Utility;
(b) any duties, liabilities, debts or obligations of the TOWN or the
COMMISSION associated with the Utility or otherwise, except as provided
for in this Agreement;
(c) any payables and/or other commitments (including any customer
actions and/or claims) except outstanding purchase orders for inventory
replacement.
3.02 The Town shall support and shall cause the COMMISSION to
support as required an application by the Company to the Labour
Relations Board of Nova Scotia for an order under Section 31 of the Trade Union Act,
Revised Statutes of Nova Scotia 1989, chapter 475, as amended to revoke
the certification of the International Union of Operating Engineers and
declaring that the International Brotherhood of Electrical Workers,
Local 1928, is the bargaining agent.
3.03 The employment of all employees of the TOWN or the COMMISSION
employed exclusively in connection with the operation of the Utility
shall be terminated effective the day before the Date of Transfer and
the TOWN shall pay and/or shall cause the COMMISSION to pay as required
all wages and salaries, benefits and vacation pay accruing to those
employees in connection with their employment and termination by the
TOWN or the COMMISSION.
PURCHASE PRICE
4. The Purchase Price, shall be the
sum of Thirteen Million Three Hundred Thousand Dollars ($13,300,000).
The Purchase Price shall be allocated in accordance with Schedule "B"
to be agreed upon by the Parties on or before September 30, 1997 and
then appended hereto. The portions of the Purchase Price allocated to
Inventory and Receivables shall be subject to confirmation, final
valuation, and adjustment at the Date of Transfer.
CONDITIONS
5. This Agreement is subject to the following conditions precedent:
(a) the approval of the transaction by the Nova Scotia Utilities and Review Board;
(b) the written consent of the Minister of Municipal Affairs to this Agreement pursuant to section 4(3) of the Towns Act, Revised Statutes of Nova Scotia 1989, chapter 472, and section 48 of the Municipal Affairs Act, Revised Statutes of Nova Scotia 1989, chapter 296, as amended;
(c)from the date of this Agreement to the Date of Transfer, there shall
have been and shall be no substantial loss to or destruction of the
Assets. All of the Assets being purchased by the COMPANY shall be and
remain at the risk of the TOWN and/or the COMMISSION, pending the
completion of the transaction hereunder. The TOWN shall hold all
insurance policies payable in respect of the Utility and the proceeds
thereof in trust for the Parties as their interests may appear, and in
the event that such loss to or destruction of the Assets shall occur,
the COMPANY may either have the proceeds of the insurance and complete
the transaction, or have the Purchase Price adjusted accordingly;
(d) all of the representations and warranties of the TOWN made in or
pursuant to this Agreement, including, without limitation, the
representations and warranties made by the TOWN in Section 7 hereof,
shall be true and correct in all material respects as at the Date of
Transfer and with the same effect as if made at and as of the Date of
Transfer and the COMPANY shall have received a certificate from the
chief administrative officer on behalf of the TOWN confirming, to the
best of his/her knowledge, information and belief (after due inquiry),
the truth and correctness in all material respects of the
representations and warranties of the TOWN;
(e) the TOWN shall have performed or complied with, in all respects,
all of its obligations, covenants and agreements hereunder including,
without limitation, any obligation, express or implied, to cause the
COMMISSION to act so as to allow, permit or support, directly or
indirectly, the fulfilment by the TOWN of its obligations, covenants
and agreements herein;
(f) (i) the COMPANY shall have received an opinion dated the Date of
Transfer, in form and substance satisfactory to the COMPANY, from
counsel for the TOWN confirming those matters which the COMPANY may
reasonably require;
(ii) the COMPANY shall have received a certificate or declaration at
the COMPANY's option dated the Date of Transfer, in form and substance
satisfactory to the COMPANY, from the chief administrative officer on
behalf of the TOWN confirming the matters warranted in Sections 7(b),
(c), (d), (e), (i), (k) and (m) hereto and covering such other matters
as the COMPANY may reasonably request;
(g) the TOWN shall furnish to the COMPANY any and all Documentation
relevant to the transaction hereunder, including Documentation within
the possession or control of the COMMISSION, after receipt whereof the
COMPANY shall have thirty (30) days to conduct such due diligence
review as it may believe necessary in its sole discretion to complete
the transaction, including, but not limited to, examining all
Documentation, visiting or communicating with employees, customers, and
obtaining further information and assurances as deemed necessary. In
the event that such due diligence review gives rise to concerns or
objections which materially affect the transaction hereunder and which
the TOWN is unable or unwilling to correct or address to the COMPANY's
satisfaction, this condition precedent shall be considered unfulfilled;
(h) receipt by the COMPANY of an interim audit conducted by the TOWN's
external auditors focusing on receivables, assets and inventory, such
audit to be completed and delivered to the COMPANY at least five (5)
days prior to the Date of Transfer;
(i) at the COMPANY's option, the COMPANY and the TOWN shall execute
jointly and provide to each other jointly executed copies of an
election in prescribed form to have Section 22 of the Income Tax Act
apply in respect of the sale and transfer of the Receivables to the
COMPANY pursuant hereto and for purposes hereof the consideration to be
paid by the COMPANY to the TOWN for the Receivables in respect of which
such election applies shall be the amount equal to the fair market
value of such Receivables as determined in accordance with generally
accepted accounting principles and prudent collection practices;
(j) at the COMPANY's option, the COMPANY and the TOWN shall execute
jointly and provide to each other jointly executed copies of an
election in prescribed form to have Section 167 of the Excise Tax Act
apply with respect to
Harmonized Sales Tax in respect of the sale and transfer of all or part of the Assets to the COMPANY;
(k) the TOWN shall accept a declaration or declarations delivered pursuant to Section 221(2) of the Excise Tax Act, Revised Statutes of Canada 1985, chapter E-15, as amended, or pursuant to other provisions of the Act, such that it may lawfully decline to collect Harmonized Sales Tax which may arise in respect of the transfer of all or part of the Assets
pursuant to this Agreement;
(1) The COMPANY shall apply to the Nova Scotia Utility and Review Board
to keep the COMMISSION'S current electric service rates as at the Date
of Transfer for residential and small commercial accounts for the two (2) year period following the Date of Transfer and then to phase in the
rates over the next three (3) year period to the COMPANY's then current
rates for the same customer classes. All other rate classes will move
to the COMPANY's rates on the Date of Transfer. The phased in increase
sought by the COMPANY in the third year following the Date of Transfer
will be thirty-three percent (33%) of the difference between the
COMMISSION'S current rates and the COMPANY's then current rates,
thirty-three percent (33%) in the fourth year and whatever percentage
increase is required in the fifth year to bring the rates equal with
the COMPANY's residential customers.
FURTHER CONDITIONS
6. (a) Each of the Parties shall use its best efforts to secure
fulfilment of the conditions set out herein. If, however, either of the
conditions precedent in Sections 5(a) or (b) hereof cannot be
fulfilled, this Agreement shall be rescinded automatically and no Party
shall have any claim against the other in damages or otherwise and the
COMPANY shall be entitled to the return of its deposit plus accrued
interest in accordance with Section 2.02 hereof;
(b) If the Nova Scotia Utility and Review Board does not approve a
five-year phase-in of the COMPANY's electric service rates on the terms
set out in Section 5(1) hereof, then, at the option of the Town, after
consultation with the COMPANY, this Agreement may be rescinded and no
Party shall have any claim against the other in damages or otherwise
and the COMPANY shall be entitled to the return of its deposit plus
accrued interest in accordance with Section 2.02 hereof;
(c) If the application under Section 5(1) hereof is approved by the
Nova Scotia Utility and Review Board, the COMPANY covenants not to
apply for an
adjustment to the
five-year phase-in and undertakes to contest any applications made by
third parties to change these approved rates;
(d) If at any time, the phased-in electric service rates approved by
the Nova Scotia Utility and Review Board pursuant to clause 5(l) are
higher than the corresponding electric service rates of the COMPANY,
customers will be charged the electric service rates of the COMPANY.
WARRANTIES AND REPRESENTATIONS
7. The Parties hereto agree that the following warranties and
representations on the part of the TOWN shall survive the completion of
the purchase and sale of the Assets which takes place on the Date of
Transfer:
(a) that the TOWN is a body corporate in good standing under the laws of the jurisdiction of incorporation;
(b) that every material fact in any way affecting or relating to the
Utility at the date hereof has been disclosed to the COMPANY;
(c) that the Financial Statements are accurate and reflect the true financial position of the Utility, as of its date;
(d) that from the date of the Financial Statements to the Date of
Transfer, the COMMISSION has operated the Utility in the ordinary
course of business and not otherwise;
(e) that from the date of the Financial Statements to the Date of
Transfer, there has been no material loss to or destruction of the
Assets;
(f) the TOWN has all necessary corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder; the
execution and delivery of this Agreement and the consummation of the
transaction contemplated hereunder have been duly authorized by all
necessary corporate action on the part of the TOWN;
(g) the TOWN and the COMMISSION are, collectively, the absolute
beneficial owner of the Assets and the TOWN warrants that on the Date
of Transfer it will have good and marketable title thereto, free and
clear of any liens, charges,
encumbrances or rights of others and shall be exclusively entitled to possess and dispose of the same;
(h) this Agreement constitutes a valid and binding obligation of the TOWN
enforceable in accordance with the terms hereof, subject, however, to
limitation with respect to enforcement imposed by law in connection
with bankruptcy or similar proceedings and to the extent that equitable
remedies such as specific performance and injunction are in the
discretion of the court in which they are sought;
(i) all material tangible Assets are to the best knowledge of the TOWN
following due inquiries with the COMMISSION carried out by the TOWN, in
good operating condition, repair and (where applicable) proper working
order, having regard to the use and age thereof except as otherwise
disclosed in writing to the COMPANY;
(j) the TOWN is a resident of Canada for the purposes of the Income Tax Act (Canada);
(k) All Schedules attached hereto or contemplated by this Agreement and
prepared by or for the TOWN and/or the COMMISSION, are true and
complete in all respects;
(1) further warranties and representations as are reasonably required
by the COMPANY flowing from the COMPANY's due diligence review;
(m) none of the foregoing representations and statements of fact
contains any untrue statements of a material fact or omits to state any
material fact necessary to make such statement or representation not
misleading to a prospective purchaser of the Assets, seeking full
information as to the Utility and its assets and properties. There is
no circumstance of fact known to the TOWN which has not been disclosed
to the COMPANY in this Agreement and the Schedules annexed hereto which
materially and adversely affects the Utility or prevents the TOWN and
the COMMISSION from operating the Utility as a going concern.
NON WAIVER
8. No investigations made by or on behalf of
the COMPANY at any time shall have the effect of waiving, diminishing
the scope of or otherwise affecting any representation or warranty made
by the TOWN herein or pursuant hereto. No waiver by the COMPANY of any
condition, in whole or in part, shall operate as a waiver of any other
condition.
INDEMNIFICATION
9. (a) The TOWN covenants to pay all outstanding liabilities and debts
of the Utility and discharge any and all encumbrances which may exist
to the Date of Transfer or arise thereafter as a result of the
operation of the Utility by the TOWN or the COMMISSION prior to the
Date of Transfer, whether billed or unbilled, including the TOWN's and
the COMMISSION's liability to the COMPANY for electrical power and
energy supplied prior to the Date of Transfer;
(b) The TOWN shall indemnify and save harmless the COMPANY from all
claims for damages, losses, costs and expenses whatsoever for personal
injury and property damage which the COMPANY may suffer or incur in
respect of any act or omissions of the TOWN or the COMMISSION in
operating the Utility or of any servant, employee, agent of the TOWN or
the COMMISSION in operating the Utility prior to the Date of Transfer
or which may arise thereafter as a result of the operation of the
Utility by the TOWN or the COMMISSION;
(c) The TOWN covenants at all times hereafter to indemnify and save
harmless the COMPANY from any and all claims for damages, losses, costs
and expenses whatsoever for personal injury and property damage which
the COMPANY may suffer or incur in respect of any misrepresentation or
omission to state a material fact herein, in any way relating to the
Assets and the Utility to which the COMMISSION or the TOWN is a party
or in respect of which the COMMISSION or the TOWN has any liability or
obligation not otherwise disclosed to the COMPANY;
(d) The COMPANY shall indemnify and save harmless the TOWN from any and
all claims for damages, losses, costs and expenses arising and incurred
after the Date of Transfer which the TOWN may suffer or incur as a
result of the operation of the Utility by the COMPANY except as
provided in
subsections 9 (b) and 9(c) hereof, and further except for liabilities, if any, imposed by legislation and regulations respecting municipalities which do not otherwise apply to the COMPANY.
BULK SALES ACT
10. The COMPANY waives compliance by the TOWN with the Bulk Sales Act
of the Province of Nova Scotia, provided that the TOWN shall indemnify
the COMPANY against any loss or damage arising from such
non-compliance.
GRANT IN LIEU OF TAXES
11. The COMPANY shall commence paying a grant in lieu of municipal taxes to the TOWN in the 1998 tax year pursuant to the Nova Scotia Power Privatization Act.
TAXES
12. There shall be no taxes of any nature payable by the COMPANY to the TOWN with respect to the transaction hereunder.
ACCESS TO ASSETS
13. At all reasonable times prior to the Date of Transfer, the
COMPANY's representatives and agents shall have free access to all of
the Assets and to the employees of the COMMISSION and the TOWN and the
TOWN shall ensure that the COMMISSION cooperates fully with the COMPANY
in this regard for the purposes of allowing the COMPANY to satisfy
itself as to the validity of the TOWN's or the COMMISSION's interest in
the Assets and to facilitate an orderly transition of the Utility to
the COMPANY effective on the Date of Transfer.
ACTIONS ON DATE OF TRANSFER
14. On the Date of Transfer:
(a) the COMPANY shall pay the balance of the Purchase Price to the TOWN;
(b) the TOWN shall deliver to the COMPANY such assignments of contracts
as are called for by the COMPANY in its sole discretion, deeds, leases,
assignments, conveyances, bills of sale, transfers, evidences of
corporate and municipal authority and such other documents as Counsel
for the COMPANY may
reasonably require for the purpose of vesting in the COMPANY good title to the Assets free and
clear of any liens, charges or encumbrances. Such documents shall be in
such form as the Counsel for the COMPANY may reasonably require;
(c) the TOWN shall deliver to the COMPANY such certificates and
elections as the COMPANY may require under this Agreement and in
relation to the Nova Scotia Revenue Act and the Excise Tax Act.
FINANCIAL STATEMENTS
15. The TOWN hereby undertakes to forward to the COMPANY when
completed, a copy of the audited financial statements for the TOWN and
the COMMISSION for the fiscal year ending March 31, 1998.
PLACE OF CLOSING
16. The transfer of the Assets will take place on the Date of Transfer at 12:01 p.m., in the Town of Kentville, Nova Scotia.
ADJUSTMENTS
17. Unbilled revenues from sales of electricity by the COMMISSION prior
to the Date of Transfer will be determined to the Date of Transfer and
mutually agreed upon by the Parties hereto and shall be dealt with in
accordance with Schedule "C" to be agreed upon by the Parties on or
before September 30, 1997, and then appended hereto. The COMMISSION
will transfer the unbilled accounts and the right to collect such
unbilled revenue to the COMPANY on the Date of Transfer.
18. The TOWN shall cause the COMMISSION to transfer all customer
deposits and accrued interest in accordance with applicable
regulations, if any, thereon on the same terms held by it together with
all records relating thereto to the COMPANY on the date the Receivables
are transferred to the COMPANY.
19. Any allocation of values to or among the Assets shall be subject to
the direction of the Nova Scotia Utilities and Review Board. In the
event of a disagreement between what the Parties have provided for
herein and a direction or order of the Utility and Review Board, the
direction or order shall prevail.
NOTICE
20. Any notice which may be given under the
provisions of this Agreement shall be given by one of the Parties
hereto to the other Party hereto by letter, postage prepaid, or by
facsimile. Such notice shall be deemed to have been received in the
case of a letter on the first business day following posting, and in
the case of a facsimile on the day that it is dispatched. The address
of each of the Parties hereto is as follows:
Town of Kentville
PO Box 218
Kentville, Nova Scotia, BON 3 W4
Attention: Mr. Bill Boyd
FAX: (902) 679-2375
Nova Scotia Power Incorporated
P.O. Box 910
Halifax, Nova Scotia
Attention: Corporate Secretary
FAX: (902) 428-6171
AGREEMENT TO SUPPLY ELECTRICITY
21. The COMPANY hereby agrees and undertakes to supply and distribute
electric power and energy to the TOWN prior to the Date of Transfer and
to the TOWN and its residents and other customers of the Utility after
the Date of Transfer, all in accordance with approved rates and
regulations of the Nova Scotia Utilities and Review Board.
MISCELLANEOUS
22. This Agreement shall be interpreted in accordance with the laws of the Province of Nova Scotia.
23. This Agreement shall enure to the benefit of and be binding upon
the Parties hereto their respective successors and assigns.
24. Time shall be of the essence hereof.
25. All covenants, warranties, and representations of the Parties hereto shall survive the Date of Transfer.
IN WITNESS WHEREOF the Parties hereto have properly executed this Asset Purchase Agreement as of the day and year first above written.
SIGNED, SEALED AND DELIVERED
in the presence of
1 This Act may be cited as the Town of Kentville and Kentville Electric Commission Sale of Assets Act.
2 In this Act,
• (a) "Agreement" means the
Agreement dated September 9, 1997, between the Town and Nova
Scotia Power for the sale and transfer of certain assets of the Town and the Electric Commission to Nova Scotia Power;
• (b) "assets" means all the property, assets and undertaking to be conveyed to Nova Scotia Power pursuant to the Agreement;
• (c) "Electric Commission" means the Kentville Electric Commission, incorporated by Chapter 98 of the Acts of 1919;
• (d) "Nova Scotia Power" means Nova Scotia Power Incorporated...
7
• (1) The Electric Commission is dissolved.
• (2) Chapter 149 of the Acts of 1891, An Act to Incorporate the Kentville Electric Light and Power Company, Limited, is repealed.
• (3) Chapter 109 of the Acts of 1918, An Act to Enable the Town
of Kentville to Borrow Money for Electric Light Purposes, is repealed.
• (4) Chapter 98 of the Acts of 1919, An Act Constituting an Electric Light and Power Commission for the Town of Kentville, is repealed...
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