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Calpine v Bank of New York
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Opinion 11.22.05  Vice
Chancellor Strine
Introduction
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Background
I
- The Notes
I.A.
- Designated Assets
I.B.
- Use of the Rosetta Proceeds
I.C.
Analysis
II.
- Calpines Use Of The Rosetta Proceeds To Acquire
Already-Extracted Natural Gas For Burning In Its Power Plants Did Not Involve
The Purchase Of Designated Assets
II.A.
- The Parol Evidence Does Not Support Calpines
Reading of the Exclusion
II.B.
Remedy
for Calpines Improper Use of Proceeds
III.
- First Lien Trustee Lacks Standing To Request A
Remedy
III.A.
- Second Lien Trustees Tardiness Warrants Deferral
of the Restorative Remedy Determination
III.B.
Indemnification
Rights
IV.
Conclusion
V.
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