Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (a) Except (i) as listed in Schedule 5.10 and (ii) for agreements entered into with Buyer's consent under Section 7.1, the Sellers are not a party to any contract, agreement, personal property lease, commitment, understanding or instrument which relates to the Purchased Assets or the ownership, operation or maintenance of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreement. (b) Except in set forth in Schedule 5.10, each Sellers' Agreement (i) constitutes a valid and binding obligation of each Seller which is a party thereto enforceable against such Seller in accordance with its terms, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.10, there is not, under any of the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, or which would not, in the aggregate, have a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except (i) as listed in Schedule 5.10 and 5.16(a) or any other Schedule to this Agreement, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which will expire prior to the Closing Date, and (iii) for agreements with suppliers entered into with Buyer's consent under Section 7.1in the ordinary course of business that are not material to the Purchased Assets, the Sellers are not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased Assets business or the ownership, operation or maintenance operations of the Purchased Assets Assets, and NERC is not a party to any such contract which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available material to the Buyer prior to the execution business or operations of this AgreementOSP and OSP II. (b) Except in set forth as disclosed in Schedule 5.105.16(b), each of the PPAs and each material Sellers' Agreement (i) constitutes a valid and binding obligation of each Seller which is NEP or Narragansett, as the case may be, and to the best knowledge of the Sellers constitutes a party thereto enforceable against such Seller in accordance with its termsvalid and binding obligation of the other parties thereto, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.105.16(c), there is not, under any of the PPAs or the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller orany of the parties thereto, except, with respect to the Sellers' KnowledgeAgreements only, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, individually or in the aggregate, have create a Material Adverse Effect. (d) The Purchased Assets areIf the Continuing Site Agreement were in full force and effect between Sellers' generation business and Sellers' transmission business on the date of this Agreement, (i) the Sellers' generation business would be in material compliance with the terms thereof, and as (ii) there is no event or condition that would enable or require the Seller's transmission business to (x) notify the Sellers' generation business of the Closing Date will be, inclusive necessity of all facilities and equipment in such condition as will be sufficient for Buyer an addition to comply with its obligations under or modification of the Interconnection Agreement after giving effect to Facilities, as defined in Section 3.1.4 of the Separation DocumentContinuing Site Agreement, (y) operate and/or purchase from the Sellers' generation business any of the equipment or facilities specified in section 3.2.8(d) of the Continuing Site Agreement, or (z) discontinue Interconnection Service under Section 3.13.1 of the Continuing Site Agreement, as defined therein.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) as those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 5.10 4.9(a) and Schedule 4.11(a)(i), (ii) for agreements entered into with Buyer's consent under Section 7.1those contracts, agreements, commitments and understandings relating to the Sellers are not procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the Purchased ownership or operation of the Included Assets or provides for the ownershipsale of capacity, operation energy or maintenance of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementancillary services from Palisades. (b) Except in as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in Schedule 5.10the aggregate, each Sellers' Agreement create a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) constitutes a is legal, valid and binding obligation of each Seller which is a party thereto enforceable against such as to Seller in accordance with its terms, (ii) terms and is in full force and effect, and (iiiii) except as disclosed in Schedule 5.10 4.3(a), may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without breaching the terms thereof consent or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.10, there is not, under any approval of the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, or which would not, in the aggregate, have a Material Adverse Effect.parties thereto and (d) The Purchased Assets areTrue and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and as of the Closing Date will bemodifications thereto, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer have been provided or made available to comply with its obligations under the Interconnection Agreement after giving effect to the Separation DocumentBuyer.

Certain Contracts and Arrangements. (a) Except for Contracts which (i) as are listed in on Schedule 5.10 and 5.8(a), or Schedule 5.10(a), copies of which have been made available to Buyer prior to the date hereof (the “Material Contracts”), or (ii) for agreements have been entered into with Buyer's consent under Section 7.1in the ordinary course of business and do not individually involve annual payment obligations in excess of $100,000, the Sellers are Seller is not a party to any contractContract, agreement, personal property lease, commitment, understanding or instrument which relates (A) is primarily related to the Purchased Assets other than the agreements set forth on Schedule 2.2(k) and any other Contracts which are Excluded Assets, (B) contains any provision or covenant, which after the ownershipClosing will apply to the Purchased Assets, operation or maintenance of Buyer as owner thereof, prohibiting or materially restricting Seller or its Affiliates from engaging in any lawful business activity or competing with any person or entity, (C) relate to the Purchased Assets and which is included involves indebtedness (other than trade payables arising in the Assumed Liabilities. Complete and accurate copies ordinary course or business) in excess of all Sellers' Agreements$10,000, together with all amendments and supplements, have been delivered (D) relates to collective bargaining or made available similar labor Contracts which cover any employees of Seller or its Affiliates engaged in work related to the Buyer prior Purchased Assets, (E) relate to the execution interconnection of this Agreementthe Purchased Assets, or (F) relate to the Purchased Assets and by which any officer, director or Affiliate of Seller is also bound. (b) Except in set forth as disclosed in Schedule 5.105.10(b), each Sellers' Agreement (i) Material Contract constitutes a legal, valid and binding obligation of each Seller which is and, to Seller’s Knowledge, constitutes a party legal, valid and binding obligation of the other parties thereto enforceable against such Seller in accordance with its terms, (ii) and is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) . Except as set forth in Schedule 5.105.10(b), there Seller is notin compliance in all material respects with all terms and requirements of each Material Contract, under any of the Sellers' Agreements, any default or and no event whichhas occurred that, with notice or lapse the passage of time time, or both, would constitute a breach or default on the part of a by Seller orunder any such Material Contract. Except as set forth in Schedule 5.10(b), to Sellers' Seller’s Knowledge, any no other party theretoto any Material Contract is in breach or default (nor has any event occurred which, except such events with notice or the passage of default and other events as to which requisite waivers or consents have been obtainedtime, or which both, would not, in the aggregate, have constitute such a breach or default) under any Material Adverse EffectContract. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Seller’s interests in and rights under (i) as those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Point Beach Assets (the “Seller’s Agreements”), which are listed in Schedule 5.10 on Section 3.9(a) and Section 3.10(a)(i) of the Seller Disclosure Schedule, (ii) for agreements entered into with Buyer's consent under those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a complete list of which is included on Section 7.13.10(a)(ii) of the Seller Disclosure Schedule (the “Fuel Contracts”), (iii) the Sellers are not Dominion Lease, (iv) the Farmland Leases, (v) contracts, agreements, personal property leases, commitments, understandings or instruments in which all obligations of Seller will be fully performed or terminated prior to the Closing Date, (vi) Non-Material Contracts, (vii) the Ancillary Agreements, as applicable, and (viii) software licenses or data licensing contracts used in the conduct of the Point Beach Assets, including the NMC Intellectual Property, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased ownership or operation of the Point Beach Assets or provides for the ownershipsale of capacity, operation energy or maintenance ancillary services from any of the Purchased Point Beach Assets and which is included (whether or not entered into in the Assumed Liabilities. Complete and accurate copies ordinary course of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementbusiness). (b) Except in set forth in Schedule 5.10, each Sellers' Agreement (i) constitutes a valid and binding obligation of each Seller which is a party thereto enforceable against such Seller in accordance with its terms, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.10, there There is not, under any of the Sellers' Agreementsagreements listed on Sections 3.10(a)(i) and 3.10(a)(ii) of the Seller Disclosure Schedule, any default breach, violation or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller orSeller, or to Sellers' Knowledgethe Knowledge of Seller, on the part of any other party of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, in the aggregate, not have a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the NMP-1 Assets that are being assigned to Buyer as part of the Purchased Interests, which are listed in Schedule 5.10 and 4.15(a)(i) or the other schedules to this Agreement or are referenced in Section 4.12(a), (ii) for agreements entered into with Buyer's consent under those contracts, agreements, commitments and understandings of Seller relating to the procurement or fabrication of nuclear fuel, a complete list of which is included on Schedule 4.15(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, commitments, understandings or instruments in which all obligations of Seller will expire prior to the Closing Date, (iv) Non-Material Contracts and (v) the Ancillary Agreements, or as referenced in Section 7.1, the Sellers are 4.12 (a) Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased ownership or operation of the NMP-1 Assets or provides for the ownershipsale of any amount of ancillary services, operation capacity or maintenance energy from any of the Purchased NMP-1 Assets and which is included (whether or not entered into in the Assumed Liabilities. Complete and accurate copies ordinary course of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementbusiness). (b) Except in set forth as disclosed in Schedule 5.104.15(b), each Sellers' Seller's Agreement listed on Schedule 4.15 (a) (i) and each Fuel Contract (i) constitutes a the legal, valid and binding obligation of each Seller which is a party thereto enforceable against such Seller in accordance with its termsSeller, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without consent or approval of the other parties thereto, and will continue in full force and effect thereafter in accordance with its terms, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder. (c) Except as set forth in Schedule 5.104.15(c), there is not, under any of the Sellers' AgreementsSeller's Agreement listed on Schedule 4.15(a)(i) or any Fuel Contract, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, individually or in the aggregate, have create a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except (i) as for the Seller ---------------------------------- Agreements listed in Schedule 5.10 and 5.17(a) or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date, (iii) for non-material agreements with suppliers, distributors and sales representatives entered into in the ordinary course of business, and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with Buyer's consent under Section 7.1, a value less than $250,000 or with annual payments less than $50,000 the Sellers are Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased Assets business or the ownership, operation or maintenance operations of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this AgreementAssets. (b) Except in set forth as disclosed in Schedule 5.105.17(b), each Sellers' material Seller Agreement (i) constitutes a valid and binding obligation of each Seller which is a party the parties thereto enforceable against such Seller in accordance with its terms, (ii) and is in full force and effect, effect and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement and shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.105.17(c), there is not, under any of the Sellers' Seller Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a the Seller, except, with respect to the Seller orAgreements only, to Sellers' Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 5.17(c), Seller has not received written or other notice of a default concerning a Seller Agreement, nor has Seller received any written or other notice that a party intends to cancel or terminate a Seller Agreement. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for (i) as the ---------------------------------- Seller Agreements listed in Schedule 5.10 and 5.17(a) or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date, (iii) non-material agreements with suppliers, distributors and sales representatives entered into in the ordinary course of business, and (iv) contracts, agreements, personal property leases, commitments, understandings or instruments with Buyer's consent under Section 7.1, a value less than $250,000 or with annual payments less than $50,000 the Sellers are Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased Assets business or the ownership, operation or maintenance operations of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this AgreementAssets. (b) Except in set forth as disclosed in Schedule 5.105.17(b), each Sellers' material Seller Agreement (i) constitutes a valid and binding obligation of each Seller which is a party the parties thereto enforceable against such Seller in accordance with its terms, (ii) and is in full force and effect, effect and (iii) except as disclosed in Schedule 5.10 may be transferred to the Buyer pursuant to this Agreement and shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.105.17(c), there is not, under any of the Sellers' Seller Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a the Seller, except, with respect to the Seller orAgreements only, to Sellers' Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 5.17(c), Seller has not received written or other notice of a default concerning a Seller Agreement, nor has Seller received any written or other notice that a party intends to cancel or terminate a Seller Agreement. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Sellers' interests in and rights under (i) those contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the NMP-2 Assets that are being assigned to Buyer as part of the Purchased Interests, which are listed in Schedule 5.10 and 4.15(a)(i) or the other schedules to this Agreement or are referenced in Section 4.12(a), (ii) for agreements entered into with Buyer's consent under Section 7.1those contracts, agreements, commitments and understandings of Sellers relating to the procurement or fabrication of nuclear fuel, a complete list of which is included on Schedule 4.15(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, -------------- personal property leases, commitments, understandings or instruments in which all obligations of Sellers are not will expire prior to the Closing Date, (iv) Non-Material Contracts and (v) the Ancillary Agreements, no Seller is a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased ownership or operation of the NMP-2 Assets or provides for the ownershipsale of any amount of ancillary services, operation capacity or maintenance energy from any of the Purchased NMP-2 Assets and which is included (whether or not entered into in the Assumed Liabilities. Complete and accurate copies ordinary course of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementbusiness). (b) Except in set forth as disclosed in Schedule 5.104.15(b), each Sellers' Agreement listed on Schedule 4.15 (a) (i) and each Fuel Contract (i) constitutes a the legal, valid and binding obligation of each Seller which that is a party thereto enforceable against such Seller in accordance with its termsthereto, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without consent or approval of the other parties thereto, and will continue in full force and effect thereafter in accordance with its terms, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder. (c) Except as set forth in Schedule 5.104.15(c), there is not, under any of the Sellers' AgreementsAgreement listed on Schedule 4.15(a)(i) or any Fuel Contract, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, individually or in the aggregate, have create a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Sellers' interests in and rights under (i) those contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the NMP-2 Assets that are being assigned to Buyer as part of the Purchased Interests, which are listed in Schedule 5.10 and 4.15(a)(i) or the other schedules to this Agreement or are referenced in Section 4.12(a), (ii) for agreements entered into with Buyer's consent under Section 7.1those contracts, agreements, commitments and understandings of Sellers relating to the procurement or fabrication of nuclear fuel, a complete list of which is included on Schedule 4.15(a)(ii) ("FUEL CONTRACTS"), (iii) contracts, agreements, personal property leases, commitments, understandings or instruments in which all obligations of Sellers are not will expire prior to the Closing Date, (iv) Non-Material Contracts and (v) the Ancillary Agreements, no Seller is a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased ownership or operation of the NMP-2 Assets or provides for the ownershipsale of any amount of ancillary services, operation capacity or maintenance energy from any of the Purchased NMP-2 Assets and which is included (whether or not entered into in the Assumed Liabilities. Complete and accurate copies ordinary course of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementbusiness). (b) Except in set forth as disclosed in Schedule 5.104.15(b), each Sellers' Agreement listed on Schedule 4.15 (a) (i) and each Fuel Contract (i) constitutes a the legal, valid and binding obligation of each Seller which that is a party thereto enforceable against such Seller in accordance with its termsthereto, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without consent or approval of the other parties thereto, and will continue in full force and effect thereafter in accordance with its terms, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder. (c) Except as set forth in Schedule 5.104.15(c), there is not, under any of the Sellers' AgreementsAgreement listed on Schedule 4.15(a)(i) or any Fuel Contract, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, individually or in the aggregate, have create a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Sellers’ interests in and rights under (i) those contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the NMP-2 Assets that are being assigned to Buyer as part of the Purchased Interests, which are listed in Schedule 5.10 and 4.15(a)(i) or the other schedules to this Agreement or are referenced in Section 4.12(a), (ii) for agreements entered into with Buyer's consent under Section 7.1those contracts, agreements, commitments and understandings of Sellers relating to the procurement or fabrication of nuclear fuel, a complete list of which is included on Schedule 4.15(a)(ii) (“Fuel Contracts”), (iii) contracts, agreements, personal property leases, commitments, understandings or instruments in which all obligations of Sellers are not will expire prior to the Closing Date, (iv) Non-Material Contracts and (v) the Ancillary Agreements, no Seller is a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the Purchased ownership or operation of the NMP-2 Assets or provides for the ownershipsale of any amount of ancillary services, operation capacity or maintenance energy from any of the Purchased NMP-2 Assets and which is included (whether or not entered into in the Assumed Liabilities. Complete and accurate copies ordinary course of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementbusiness). (b) Except in set forth as disclosed in Schedule 5.104.15(b), each Sellers' Agreement listed on Schedule 4.15 (a) (i) and each Fuel Contract (i) constitutes a the legal, valid and binding obligation of each Seller which that is a party thereto enforceable against such Seller in accordance with its termsthereto, (ii) is in full force and effect, and (iii) except as disclosed in Schedule 5.10 may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without consent or approval of the other parties thereto, and will continue in full force and effect thereafter in accordance with its terms, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder. (c) Except as set forth in Schedule 5.104.15(c), there is not, under any of the Sellers' AgreementsAgreement listed on Schedule 4.15(a)(i) or any Fuel Contract, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, obtained or which would not, individually or in the aggregate, have create a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.

Certain Contracts and Arrangements. (a) Except for Seller’s interests in and rights under (i) as those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 5.10 4.9(a) and Schedule 4.11(a)(i), (ii) for agreements entered into with Buyer's consent under Section 7.1those contracts, agreements, commitments and understandings relating to the Sellers are not procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) (“Fuel Contracts”), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the Purchased ownership or operation of the Included Assets or provides for the ownershipsale of capacity, operation energy or maintenance of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this Agreementancillary services from Palisades. (b) Except in as set forth on Schedule 4.11(b), there is not, under any Seller’s Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in Schedule 5.10the aggregate, each Sellers' Agreement create a Material Adverse Effect. (c) Each Seller’s Agreement, Fuel Contract and Non-material Contract (i) constitutes a is legal, valid and binding obligation of each Seller which is a party thereto enforceable against such as to Seller in accordance with its terms, (ii) terms and is in full force and effect, and (iiiii) except as disclosed in Schedule 5.10 4.3(a), may be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without breaching the terms thereof consent or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.10, there is not, under any approval of the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller or, to Sellers' Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, or which would not, in the aggregate, have a Material Adverse Effect.parties thereto and (d) The Purchased Assets areTrue and complete copies of each Seller’s Agreement and Fuel Contract, including any amendments, supplements and as of the Closing Date will bemodifications thereto, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer have been provided or made available to comply with its obligations under the Interconnection Agreement after giving effect to the Separation DocumentBuyer.

Certain Contracts and Arrangements. (a) Except (iListed on Schedule 4.18(a) as listed in Schedule 5.10 and (ii) for agreements entered into with Buyer's consent under Section 7.1, to the Sellers Seller Disclosure Letter are not all of the Contracts to which Seller is a party and which are to any contractbe transferred to and assumed by Buyer on the Closing Date. Other than Excluded Assets, agreementsuch Contracts are all of the material contracts, personal property leaseagreements, commitmentlicenses, understanding and leases that are material to the ownership of the Purchased Assets or instrument which relates to operation of the Purchased Assets or the ownershipBusiness, operation or maintenance other than the Tangible Personal Property Leases ("Contracts," and together with the Tangible Personal Property Leases, the "Seller's Agreements") and which are to be transferred and assigned to Buyer as of the Purchased Assets and which is included in the Assumed Liabilities. Complete and accurate copies of all Sellers' Agreements, together with all amendments and supplements, have been delivered or made available to the Buyer prior to the execution of this AgreementClosing. (b) Except in set forth as disclosed in Schedule 5.104.18(b) to the Seller Disclosure Letter, each Sellers' Agreement of the Contracts (i) constitutes a the legal, valid and binding obligation of each Seller which is a party thereto enforceable against such Seller in accordance with its termsSeller, (ii) is in full force and effect, and (iii) except as disclosed may (in Schedule 5.10 may the case of the Contracts to which Seller is a party) be transferred or assigned to Buyer at the Buyer pursuant to this Agreement Closing without breaching consent or approval of the terms thereof or resulting in the forfeiture or impairment of any rights thereunderother parties thereto. (c) Except as set forth in Schedule 5.104.18(c) to the Seller Disclosure Letter, there is not, under any of the Sellers' AgreementsContracts, any default or event which, with notice or lapse of time or both, would constitute a default on the part of a the Seller or, or to Sellers' Seller's Knowledge, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, or which would not, in the aggregate, have a Material Adverse Effect. (d) The Purchased Assets are, and as of the Closing Date will be, inclusive of all facilities and equipment in such condition as will be sufficient for Buyer to comply with its obligations under the Interconnection Agreement after giving effect to the Separation Document.