Common use of Conditions to Obligations of the Parties Clause in Contracts

Conditions to Obligations of the Parties. The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

Conditions to Obligations of the Parties. The obligation obligations of Buyer, Tribune and Xxxxxxxx to consummate the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and Xxxxxxxx (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, Xxxxxxxx and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Exchange Closing DateClosing, of each of the following conditions: (a) The waiting period under No provision of any applicable Law and no Order shall be in effect which has the HSR Act applicable to effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated;Closing. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The FCC Consent and the consummation of the exchange of the Exchange Assets contemplated herein HSR Clearance, if any, shall have been issued granted or obtained and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;be effective. (c) The DLC Nuclear Closing as defined Solely in the Nuclear Conveyance event that Xxxxxxxx agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall have occurred;not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The CAPCO Settlement Agreement conditions to the Tribune Closing shall have been executed satisfied or waived (except for any conditions that by DLCtheir nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the FE Subsidiaries Tribune Closing) and TEC; (e) The Support Agreement the Tribune Closing shall have been executed by FE and DLC; (f) All consents occurred or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE scheduled to consummate occur immediately following the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Closing.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect the Generation Exchange Organik, ---------------------------------------- TGCI and the other transactions contemplated by those Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment at fulfillment, on or prior to the Exchange Closing DateClosing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation All representations and warranties made by TGCI Shareholders listed in Exhibit A and Organik in this Agreement shall be true and correct in all material respects on and as of the exchange Closing Date with the same effect as if such representations and warranties had been made on and as of the Exchange Assets contemplated hereby shall have expired or been terminated;Closing Date. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein TGCI Shareholders listed in Exhibit A and Organik shall have been issued performed or complied with all covenants, agreements and remain conditions contained in effect (each Party agreeing this Agreement on their part required to use its reasonable best efforts be performed or complied with at or prior to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;Closing. (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLCAll material authorizations, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to approvals of any Governmental Authority that are and all governmental regulatory authorities necessary for in connection with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or madeorder, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto. (e) Each party shall have received favorable opinions from the other than party's counsel on such consentsmatters in connection with the transactions contemplated by this Agreement as are reasonable. (f) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, approvalseach party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, filings or notices which are not required except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (h) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Section 6 hereof, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (i) Organik shall have obtained all necessary Blue Sky and Canadian approvals or made exemptions for the issuance of the Exchange Stock required prior to the Closing Date. (j) Organik and TGCI shall agree to indemnify each other party against any liability to any broker or finder to which that party may become obligated. (k) The Exchange shall be approved by the Boards of Directors of both TGCI and Organik. (l) Organik and TGCI and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions thereunder or whichcontemplated hereby, if not obtained or madeand all such certificates, will not prevent the parties thereto from performing their material obligations thereunder; andopinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel. (gm) There Both TGCI and Organik shall be have the right to waive any or all of the conditions precedent to its obligations hereunder not otherwise legally required; provided, however, that no court order requiring DQE waiver by a party of any condition precedent to consummate its obligations hereunder shall constitute a waiver by such party of any other condition. (n) Both TGCI and Organik shall have made best efforts to structure the transactions contemplated Exchange to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Code.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate, or cause to be consummated, the Generation Exchange and the other transactions contemplated by this Agreement shall be Merger is subject to the fulfillment at or prior to the Exchange Closing Date, satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby HCM Shareholder Approval shall have expired or been terminatedobtained; (b) No preliminary or permanent injunction or other order or decree by the Reorganization shall have been implemented in accordance with Section 6.6(a); (c) COFECE has issued the Antitrust Approval; (d) there shall not be in force any Governmental Authority which prevents Order, statute, rule or regulation enjoining or prohibiting the consummation of the exchange Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (e) the deadline for HCM to consummate its initial Business Combination in accordance with its Governing Documents and the Prospectus (as extended by any Extension) shall not have passed; (f) the size and composition of the Exchange Assets Board of Directors of PubCo shall be as contemplated herein pursuant to Section 6.9 (assuming for purposes of testing this condition that each such director then satisfies applicable Nasdaq requirements and is willing to serve), to be effective as of immediately following the Effective Time; (g) the Listing Application shall have been approved by Nasdaq (subject to official notice of issuance) and, as of immediately following the Effective Time, PubCo shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of Nasdaq, and PubCo shall not have received any notice of non-compliance therewith from Nasdaq that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on Nasdaq; (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation proceedings for that purpose shall have been enacted initiated or threatened by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries SEC and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderwithdrawn; and (gi) There if any HCM Shareholder gives to HCM, before the HCM Shareholder Approval is obtained at the HCM Shareholders’ Meeting, a Written Objection in accordance with Section 238(2) and 238(3) of the Cayman Companies Act, at least twenty (20) days shall be no court order requiring DQE have elapsed since the date on which the applicable Authorization Notice is given (being the period allowed for written notice of an election to consummate dissent under Section 238(5) of the transactions contemplated under Cayman Companies Act, as referred to in Section 239(1) of the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Cayman Companies Act).

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect the Generation Exchange Sxxxxx Recording, Sxxxxx Resource and the other transactions contemplated by Sxxxxx Resource Stockholders under this Agreement shall be subject to the fulfillment at fulfillment, on or prior to the Exchange Closing DateClosing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section II herein, and fulfillment, prior to Closing, of each of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunctionAll material authorizations, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to approvals of any Governmental Authority that are and all governmental regulatory authorities necessary for in connection with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities this Agreement shall have been obtained and be in full force and effect; (b) The Closing shall not violate any permit or madeorder, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto; (c) Each party shall have received favorable opinions from the other than party’s counsel on such consentsmatters in connection with the transactions contemplated by this Agreement as are reasonable; (d) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, approvalseach party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, filings or notices which are not required except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties; (e) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement; (f) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, proprietary rights and other instruments, rights and papers of all kinds in accordance with Section V hereof, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation; (g) The issuance of the Exchange Stock in the Reorganization shall be exempt from the registration requirement of the US securities laws and Sxxxxx Recording shall have obtained all necessary US and State Blue Sky approvals or made exemptions for the issuance of the Exchange Stock required prior to the Closing Date; (h) Sxxxxx Recording, Sxxxxx Resource and the Sxxxxx Resource Stockholders shall agree to indemnify each other party against any liability to any broker or finder to which that party may become obligated; (i) The Exchange shall be approved by the Boards of Directors of both Sxxxxx Resource and Sxxxxx Recording; (j) Sxxxxx Recording and Sxxxxx Resource and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions thereunder contemplated hereby, and all such certificates, opinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel; (k) Sxxxxx Resource, the Sxxxxx Resource Stockholders and Sxxxxx Recording shall have the right to waive any or whichall of the conditions precedent to its obligations hereunder not otherwise legally required; provided, if not obtained or madehowever, will not prevent the parties thereto from performing their material that no waiver by a party of any condition precedent to its obligations thereunderhereunder shall constitute a waiver by such party of any other condition; and (gl) There Sxxxxx Resource, the Sxxxxx Resource Stockholders and Sxxxxx Recording shall be no court order requiring DQE have made best efforts to consummate structure the transactions contemplated Exchange to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Code.

Conditions to Obligations of the Parties. The obligation of the Parties to effect the Generation Exchange transfer of the DLC Nuclear Assets in respect of each Plant and the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by each of Specified FE Subsidiaries and DLC at or prior to the Exchange DLC Nuclear Closing Date, of the following conditionsconditions in respect of each Plant: (a) The waiting period under the HSR Act applicable to the consummation of the exchange transfer of the Exchange DLC Nuclear Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange transfer of the Exchange applicable DLC Nuclear Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange transfer of the Exchange DLC Nuclear Assets; (c) The In respect of the DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement respect of Beaver Valley, DLC shall have occurredterminated the Beaver Valley Facilities Leases and assumed the Beaver Valley Unit 2 Indentures Notes issued pursuant to the Beaver Valley Unit 2 Lease Indentures; (d) The Applicable NRC Approval(s) shall have been obtained in respect of the transfer of such Plant; (e) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (ef) The Support Agreement shall have been executed by FE and DLC; (fg) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Electric Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gh) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties Premiere, Jacor, Communications and Acquisition Corp. to effect the Generation Exchange and the other transactions contemplated by this Agreement Merger shall be subject to the fulfillment satisfaction or waiver at or prior to the Exchange Closing Date, of each of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of Merger under the Exchange Assets contemplated hereby HSR Act shall have expired or been terminated;. (b) No preliminary or permanent injunction or other None of the parties hereto shall be subject to any order or decree by any injunction of a court or Governmental Authority which prevents of competent jurisdiction that prohibits the consummation of the exchange of transactions contemplated by this Agreement. In the Exchange Assets contemplated herein event any such order or injunction shall have been issued and remain in effect (issued, each Party agreeing party agrees to use its reasonable best efforts to have any such injunctionorder overturned or injunction lifted; provided, order however, that nothing in this Section 7.1(b) shall require Jacor, any Subsidiary of Jacor or decree lifted) and no statuteany Affiliate of Archon to divest or hold separate any radio or television station or stations, rule or regulation shall have been enacted asset or groups of assets, or enter into new arrangements or terminate any existing arrangement, or take any other similar specific action. as the result of a request or requirement requested by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;Authorities. (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; All consents, authorizations, orders and approvals of (dor filings or registrations with) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for required in connection with the consummation execution, delivery and performance of the transactions contemplated by this Agreement (each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement a "Regulatory Authorization") shall have been obtained or made, except for filings in connection with the Merger and any other than such consents, approvals, filings or notices which are not documents required in the ordinary course to be filed after the Effective Time and except where the failure to have obtained or made prior any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on the Surviving Corporation following the Effective Time. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect. (e) This Agreement shall have been approved by (i) the holders of outstanding voting securities of Premiere representing a majority of the votes entitled to be voted on the matter and (ii) Communications, as the sole stockholder of Acquisition Corp. (f) Communications shall have purchased all of the outstanding capital stock of Archon pursuant to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Stock Purchase Agreement.

Conditions to Obligations of the Parties. The obligation respective obligations of each of the Parties parties hereto to effect fulfill their obligations under Section 2.1 hereof at the Generation Exchange and the other transactions contemplated by this Agreement Closing shall be subject to the fulfillment at satisfaction or waiver prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable All requirements prescribed by law which are necessary to the consummation of the exchange of the Exchange Assets transactions contemplated hereby by this Agreement shall have expired or been terminated;satisfied. (b) No preliminary party hereto shall be subject to any order, decree or permanent injunction of a court or other order agency of competent jurisdiction which enjoins or decree by any Governmental Authority which prevents prohibits the consummation of the exchange any of the Exchange Assets transactions contemplated herein shall have been issued and remain in effect by this Agreement. (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree liftedc) and no No statute, rule or regulation shall have been enacted enacted, entered, promulgated, interpreted, applied or enforced by any state governmental authority which prohibits, restricts or federal government or Governmental Authority prohibiting the makes illegal consummation of the exchange any of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred;transactions contemplated by this Agreement. (d) The CAPCO Settlement Each of the parties hereto shall have received (i) a counterpart to this Agreement, duly executed and delivered by the parties hereto, and (ii) a counterpart of each Related Agreement (other than the Senior Notes) to which it is a party, in form and substance satisfactory to the parties, which shall have been duly executed and delivered by DLCthe Company, the FE Subsidiaries Bank and TEC;the Purchaser or Purchasers, as applicable. (e) The Support Agreement Certificate of Designations shall have been executed by FE and DLC;filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. (f) All consents or approvals, filings with, or notices The OTS shall have indicated in writing to any Governmental Authority the Bank that are necessary for upon the submission by the Company of notice to the OTS of the consummation of the transactions contemplated by each Section 2.1 hereof, (i) the Prompt Corrective Action Directive issued to the Bank by the OTS as of June 30, 1995 will be terminated, (ii) the CAPCO Settlement Agreement regulatory capital requirements applicable to the Bank will be the requirements of general applicability set forth at 12 C.F.R. Section 567.2 and related regulations and there will be no individual minimum regulatory capital requirement required to be maintained by the Bank, (iii) the OTS will not, solely by virtue of any special assessment to recapitalize the SAIF, require the Bank to meet an individual minimum regulatory capital requirement or otherwise increase the amount of regulatory capital required to be maintained by the Bank, and (iv) the Bank will not be subject to any capital restoration plan filing requirement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior Bank's revised capital plan submitted to the consummation of the transactions thereunder or whichOTS on June 22, if not obtained or made, 1995 will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.void.

Conditions to Obligations of the Parties. The obligation respective obligations of each of the Parties parties hereto to effect fulfill their obligations under Section 2.1 hereof at the Generation Exchange and the other transactions contemplated by this Agreement Closing shall be subject to the fulfillment at satisfaction or waiver prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable All requirements prescribed by law which are necessary to the consummation of the exchange of the Exchange Assets transactions contemplated hereby by this Agreement shall have expired or been terminated;satisfied. (b) No preliminary party hereto shall be subject to any order, decree or permanent injunction of a court or other order agency of competent jurisdiction which enjoins or decree by any Governmental Authority which prevents prohibits the consummation of the exchange any of the Exchange Assets transactions contemplated herein shall have been issued and remain in effect by this Agreement. (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree liftedc) and no No statute, rule or regulation shall have been enacted enacted, entered, promulgated, interpreted, applied or enforced by any state governmental authority which prohibits, restricts or federal government or Governmental Authority prohibiting the makes illegal consummation of the exchange any of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred;transactions contemplated by this Agreement. (d) The CAPCO Settlement Each of the parties hereto shall have received (i) a counterpart to this Agreement, duly executed and delivered by the parties hereto, and (ii) a counterpart of each Related Agreement (other than the Senior Notes) to which it is a party, in form and substance satisfactory to the parties, which shall have been duly executed and delivered by DLCthe Company, the FE Subsidiaries Bank and TEC;the Purchaser or Purchasers, as applicable. (e) The Support Agreement Certificate of Designations shall have been executed by FE and DLC;filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. (f) All consents or approvals, filings with, or notices The OTS shall have indicated in writing to any Governmental Authority the Bank that are necessary for upon the submission by the Company of notice to the OTS of the consummation of the transactions contemplated by each Section 2.1 hereof, (i) the Prompt Corrective Action Directive issued to the Bank by the OTS as of June 30, 1995 will be terminated, (ii) the CAPCO Settlement Agreement regulatory capital requirements applicable to the Bank will be the requirements of general applicability set forth at 12 C.F.R. 567.2 and related regulations and there will be no individual minimum regulatory capital requirement required to be maintained by the Bank, (iii) the OTS will not, solely by virtue of any special assessment to recapitalize the SAIF, require the Bank to meet an individual minimum regulatory capital requirement or otherwise increase the amount of regulatory capital required to be maintained by the Bank, and (iv) the Bank will not be subject to any capital restoration plan filing requirement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior Bank's revised capital plan submitted to the consummation of the transactions thereunder or whichOTS on June 22, if not obtained or made, 1995 will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.void.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment at or prior to satisfaction or, if permitted by applicable Law, waiver by the Exchange Closing Date, Party for whose benefit such condition exists of the following conditions: (a) The the applicable waiting period or Consent under the HSR Act applicable and each Foreign Antitrust Law set forth on Section 10.01(a) of the Plum Disclosure Schedule relating to the consummation transactions contemplated by this Agreement shall have expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable and any agreement with the Federal Trade Commission, the Department of Justice or any other Governmental Authority not to consummate the exchange of the Exchange Assets contemplated hereby Transactions under any Foreign Antitrust Laws shall have expired or been terminated; (b) No preliminary no Governmental Order or permanent injunction Law issued by any court of competent jurisdiction or other order or decree by any Governmental Authority which prevents or other legal restraint or prohibition preventing the consummation of the exchange of the Exchange Assets contemplated herein Transactions shall have been issued and remain be in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assetseffect; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement Registration Statement/Proxy Statement shall have occurredbecome effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The CAPCO Settlement Agreement the Required Plum Shareholder Approval shall have been executed by DLC, the FE Subsidiaries and TECobtained; (e) The Support Agreement the Required Company Shareholders’ Consent shall have been executed obtained, whether by FE written consent of Company Shareholders or at a meeting of Company Shareholders, and DLCcontinue to be in full force and effect; (f) All consents or approvals, filings with, or notices after giving effect to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each hereby (including any equity or equity-linked financing), Plum shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the CAPCO Settlement Agreement and Exchange Act) immediately after the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderClosing; and (g) There the Domestication shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.have occurred in accordance with Section 2.01(a).

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate, or cause to be consummated, the Generation Exchange and the other transactions contemplated by this Agreement shall be Merger is subject to the fulfillment at or prior to the Exchange Closing Date, satisfaction of the following conditions, any one or more of which (save for the HCM Shareholder Approval) may be waived in writing by all of such parties: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby HCM Shareholder Approval shall have expired or been terminatedobtained; (b) No preliminary or permanent injunction or other order or decree by the Reorganization shall have been implemented in accordance with Section 6.6(a); (c) COFECE has issued the Antitrust Approval; (d) there shall not be in force any Governmental Authority which prevents Order, statute, rule or regulation enjoining or prohibiting the consummation of the exchange Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (e) the deadline for HCM to consummate its initial Business Combination in accordance with its Governing Documents and the Prospectus (as extended by any Extension) shall not have passed; (f) the size and composition of the Exchange Assets Board of Directors of PubCo shall be as contemplated herein pursuant to Section 6.9 (assuming for purposes of testing this condition that each such director then satisfies applicable Nasdaq requirements and is willing to serve), to be effective as of immediately following the Effective Time; (g) the Listing Application shall have been approved by Nasdaq (subject to official notice of issuance) and, as of immediately following the Effective Time, PubCo shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of Nasdaq, and PubCo shall not have received any notice of non-compliance therewith from Nasdaq that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on Nasdaq; (h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation proceedings for that purpose shall have been enacted initiated or threatened by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries SEC and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderwithdrawn; and (gi) There if any HCM Shareholder gives to HCM, before the HCM Shareholder Approval is obtained at the HCM Shareholders’ Meeting, a Written Objection in accordance with Section 238(2) and 238(3) of the Cayman Companies Act, at least twenty (20) days shall be no court order requiring DQE have elapsed since the date on which the applicable Authorization Notice is given (being the period allowed for written notice of an election to consummate dissent under Section 238(5) of the transactions contemplated under Cayman Companies Act, as referred to in Section 239(1) of the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Cayman Companies Act).

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties each Party to effect the Generation Exchange Merger and consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction of the following conditions at or prior to the Exchange Closing Date, of the following conditionsEffective Time: (ai) The waiting period under This Agreement (including without limitation the HSR Act applicable to plan of merger contained herein) and the consummation Merger shall have been approved and adopted by the requisite vote or written consent of the exchange NHG Shareholders as may be required by law and by any applicable provisions of the Exchange Assets contemplated hereby shall have expired or been terminatedNHG's charter and bylaws; (bii) No preliminary Any materials distributed with respect to the NHG Shareholders' Meeting, if held, shall not contain any untrue statement of a material fact and shall not omit any statement required to be contained therein or permanent injunction or other order or decree by necessary to make any Governmental Authority statement contained therein, in the light in which prevents the consummation of the exchange of the Exchange Assets contemplated herein made, not misleading; (iii) There shall have been issued and remain in effect obtained each consent (each Party agreeing other than the Requisite Regulatory Approvals) to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement this Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not is required in the ordinary course to be obtained from any Person under any agreement, contract or license to which Capital, NHG or any NHG Subsidiary is a party or by or under which it is bound or licensed, or otherwise, the withholding of which would have a Material Adverse Effect; (iv) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) legally prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially and adversely affect either the right of Capital to own the NHG Shares or the right of FinWest Group to own the Capital Preferred Stock and the Warrants, or (D) materially and adversely affect the right of either Party or its Subsidiaries (taken as a whole) to own its respective assets and to operate its respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) There shall not be any action taken, or any injunction issued, or any order, statute, rule or regulation proposed, enacted, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (iv) above; (vi) The Parties shall have made all notices or filings required to be made, and shall have obtained all authorizations, permits, certificates, registrations, consents, approvals or orders required to be obtained, and all waiting periods required to expire shall have expired, prior to the consummation of the transactions thereunder contemplated by this Agreement under applicable laws of the United States or whichapplicable laws of any state having jurisdiction over the transactions contemplated by this Agreement or the businesses conducted by the Parties or their Subsidiaries (collectively, if the "REQUISITE REGULATORY APPROVALS"), including, without limitation, the Regulatory Insurance Approvals; (vii) There shall not obtained be any action taken, or madeany statute, will not prevent rule, regulation or order enacted, entered, enforced or deemed applicable to the parties thereto from performing their material obligations thereundertransactions contemplated by this Agreement, by any Persons, which makes the consummation of the Merger illegal; (viii) Capital shall have entered into a mutually satisfactory Employment Agreement with Jerome Smolar and a mutually satisfactory Consultxxx Xxxxxxxxx xith Henri J. Van Hirtum; and (gix) There shall be no court order requiring DQE to consummate not have occurrex (X) xxx xxxxxxx suspension of, or limitation on prices for, trading in securities on the transactions contemplated under Nasdaq Small Cap Market, (B) a declaration of a banking moratorium or any suspension of payments in respect of banks in the Agreement and Plan United States or any limitation by United States authorities on the extension of Merger between DQE and Allegheny Energycredit by lending institutions, Inc.(C) declaration of war by the Congress of the United States against a foreign nation, or (D) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties each Party to effect the Generation Exchange Merger and consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction of the following conditions at or prior to the Exchange Closing Date, of the following conditionsEffective Time: (ai) The waiting period under This Agreement (including without limitation the HSR Act applicable to plan of merger contained herein) and the consummation Merger shall have been approved and adopted by the requisite vote or written consent of the exchange NASC Shareholders as may be required by law and by any applicable provisions of the Exchange Assets contemplated hereby shall have expired or been terminatedNASC’s charter and bylaws; (bii) No preliminary Any materials distributed with respect to the NASC Shareholders’ Meeting, if held, shall not contain any untrue statement of a material fact and shall not omit any statement required to be contained therein or permanent injunction or other order or decree by necessary to make any Governmental Authority statement contained therein, in the light in which prevents the consummation of the exchange of the Exchange Assets contemplated herein made, not misleading; (iii) There shall have been issued and remain in effect obtained each consent (each Party agreeing other than the Requisite Regulatory Approvals) to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement this Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not is required in the ordinary course to be obtained from any Person under any agreement, contract or license to which Capital, NASC or any of the NASC Affiliated Entities is a party or by or under which any of them is bound or licensed, or otherwise, the withholding of which would have a Material Adverse Effect; including without limitation, any consents contemplated in Section 7(e) hereof; (iv) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) legally prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially and adversely affect either the right of Capital to own the NASC Shares or the right of NASC Shareholder(s) to own the Capital Common Stock, or (D) materially and adversely affect the right of either Party or its Subsidiaries (taken as a whole) to own its respective assets and to operate its respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) There shall not be any action taken, or any injunction issued, or any order, statute, rule or regulation proposed, enacted, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (iv) above; (vi) The Parties shall have made all notices or filings required to be made, and shall have obtained all authorizations, permits, certificates, registrations, consents, approvals or orders required to be obtained, and all waiting periods required to expire shall have expired, prior to the consummation of the transactions thereunder contemplated by this Agreement under applicable laws of the United States or whichapplicable laws of any state having jurisdiction over the transactions contemplated by this Agreement or the businesses conducted by Capital, if NASC and the NASC Affiliated Entities (collectively, the “Requisite Regulatory Approvals”), including, without limitation, the Regulatory Insurance Approvals; (vii) There shall not obtained be any action taken, or madeany statute, will not prevent rule, regulation or order enacted, entered, enforced or deemed applicable to the parties thereto from performing their material obligations thereundertransactions contemplated by this Agreement, by any Persons, which makes the consummation of the Merger illegal; (viii) Capital shall have entered into the Xxxx Xxxxxx Employment Agreement and other satisfactory employment arrangements with the Other Key Employees; and (gix) There shall be no court order requiring DQE to consummate not have occurred (A) any general suspension of, or limitation on prices for, trading in securities on the transactions contemplated under Nasdaq Small Cap Market, (B) a declaration of a banking moratorium or any suspension of payments in respect of banks in the Agreement and Plan United States or any limitation by United States authorities on the extension of Merger between DQE and Allegheny Energycredit by lending institutions, Inc.(C) declaration of war by the Congress of the United States against a foreign nation, or (D) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate, or cause to be consummated, the Generation Exchange and the other transactions contemplated by this Agreement shall be Merger is subject to the fulfillment at or prior to the Exchange Closing Date, satisfaction of the following conditions, any one or more of which may be waived in writing by Parent and the Company: (a) The the Parent Stockholder Approval shall have been obtained; (b) the Company Member Approval shall have been obtained; (c) there shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Merger (for the avoidance of doubt, provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the Parties with respect to the transactions contemplated hereby); (d) any waiting period or periods under the HSR Act applicable to the consummation of transactions contemplated by this Agreement and the exchange of the Exchange Assets contemplated hereby Ancillary Agreements shall have expired or been terminated; (bi) No preliminary or permanent injunction or other the Registration Statement shall have become effective under the Securities Act, (ii) no stop order or decree by any Governmental Authority which prevents suspending the consummation effectiveness of the exchange of the Exchange Assets contemplated herein Registration Statement shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree liftediii) and no statute, rule or regulation proceedings for that purpose shall have been enacted initiated or threatened by the SEC (other than any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall such proceedings which have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLCwithdrawn); (f) All consents or approvals(i) the shares of Parent Post-Merger Common Stock to be issued in connection with the Merger, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained approved for listing on Nasdaq, (ii) immediately following the Effective Time, Parent shall satisfy any applicable continuing listing requirements of Nasdaq and (ii) Parent shall not have received any notice of non-compliance therewith that has not been cured or madewould not be cured at or immediately following the Effective Time; (g) after giving effect to all Parent Stockholder Redemptions, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior Parent shall have net tangible assets of at least $5,000,001 after giving effect to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderMerger; and (gh) There Xxxxxxxxx shall be no court order requiring DQE to consummate have provided a customary notice filing concerning the transactions contemplated under Merger with the Agreement Bank of Korea, as required by applicable Law, and Plan shall have received confirmation from the Bank of Merger between DQE and Allegheny Energy, Inc.Korea that such notice filing has been accepted.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment at or prior to satisfaction or, if permitted by applicable Law, waiver by the Exchange Closing Date, Party for whose benefit such condition exists of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation no Governmental Order or Law issued by any court of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction competent jurisdiction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule other legal restraint or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for prohibition preventing the consummation of the transactions contemplated by each this Agreement shall be in effect; (b) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the CAPCO Settlement Agreement Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Electrical Facilities Registration Statement/Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Required Yucaipa Shareholder Approval shall have been obtained; (d) the Required Company Shareholders’ Consent shall continue to be in full force and effect; (e) after giving effect to the transactions contemplated hereby (including the PIPE Investment), TopCo shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; (f) the Wiggle Acquisition will be consummated simultaneously with the Closing. (g) (i) The Master Agency Agreement shall have been obtained terminated without any further obligations or madeLiabilities (including any obligations to make expense reimbursements, termination fees or other than such consentspayments thereunder) of the Company or any of its Affiliates (including, approvalsfrom and after the Closing, filings Yucaipa and its Affiliates), (ii) no expense reimbursements, termination fees or notices which are not required in other payments under the ordinary course Master Agency Agreement shall have been made by the Company or its Affiliates after the date hereof and (iii) anypayments that were made by the Company or any its Affiliates under the Master Agency Agreement on or after January 1, 2021 shallhave been repaid or cause to be obtained or made prior repaid in full to the consummation of the transactions thereunder Company or whichsuch Affiliates, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.as applicable

Conditions to Obligations of the Parties. (a) The obligation of Purchasers’ several obligations to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Securities shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Direct Purchasers, Investment Advisers and Broker-Dealers who sign this Agreement substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received one or more opinions from Bass, Xxxxx & Xxxx PLC, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Direct Purchasers, Investment Advisers and Broker-Dealers who sign this Agreement substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PricewaterhouseCoopers LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, (v) The Articles Supplementary contemplated by Section 8 hereof shall have been filed and become effective, and (vi) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Securities shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Securities by federal wire of immediately available funds, in an amount not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $24 million prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The Purchasers’ several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Capital Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Stroock & Stroock & Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PKF, Certified Public Accountants, A Professional Corporation, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Capital Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Capital Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $30 million prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties Checkers and Rally's to effect the Generation Exchange and the other transactions contemplated by this Agreement Merger shall be subject to the fulfillment satisfaction or waiver at or prior to the Exchange Closing Date, of each of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of Merger under the Exchange Assets contemplated hereby HSR Act shall have expired or been terminated;. (b) No preliminary or permanent injunction or other None of the parties hereto shall be subject to any order or decree by any injunction of a court or Governmental Authority which prevents of competent jurisdiction that prohibits the consummation of the exchange of transactions contemplated by this Agreement. In the Exchange Assets contemplated herein event any such order or injunction shall have been issued and remain in effect (issued, each Party agreeing party agrees to use its reasonable best efforts to have any such injunction, order overturned or decree injunction lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;. (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; All consents, authorizations, orders and approvals of (dor filings or registrations with) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for required in connection with the consummation execution, delivery and performance of the transactions contemplated by this Agreement (each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement a "Regulatory Authorization") shall have been obtained or made, except for filings in connection with the Merger and any other than such consents, approvals, filings or notices which are not documents required in the ordinary course to be filed after the Effective Time and except where the failure to have obtained or made prior any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on Checkers following the Effective Time. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and remain in effect. (e) This Agreement and the Merger shall have been duly approved by the requisite vote under the DGCL of holders of outstanding voting securities of Checkers and Rally's representing a majority of the votes entitled to be voted on the matter. (f) Checkers and Rally's shall have received an opinion of Christensen, Miller, Fink, Jacobs, Xxxxxx, Weil & Xxxxxxx, LLP to the consummation of effect that the transactions thereunder or which, if not obtained or made, will not prevent Merger qualifies as a tax free reorganization under the parties thereto from performing their material obligations thereunder; andCode. (g) There Checkers shall have entered into a joint purchasing agreement with CKE Restaurants, Inc., on terms and conditions satisfactory to Checkers and Rally's in the exercise of reasonable judgment, providing for joint purchasing by Checkers (for its Checkers and Rally's operations) and CKE Restaurants, Inc. (for its Carl's, Jr., Hardee's and other restaurant operations) of all items presently being jointly purchased and such additional items as may reasonably be no court order requiring DQE added in the future, including food, paper, beverage, signs building materials, kitchen equipment and construction services. (h) Checkers and Rally's shall have received an opinion of Christensen, Miller, Fink, Jacobs, Xxxxxx, Xxxx & Xxxxxxx, LLP to consummate the effect that the consummation of this Agreement and the transactions contemplated under hereby will not constitute or result in a Change of Control, as that term is used and defined in the Agreement and Plan Indenture, or require Rally's, Checkers or any other person to make a Change of Merger between DQE and Allegheny EnergyControl Offer pursuant to Section 4.14 of the Indenture, Inc.or otherwise give rise to any obligation to offer to purchase the securities issued pursuant to the Indenture.

Conditions to Obligations of the Parties. The obligation obligations of each of the Parties to effect consummate the Generation Exchange Closing and the other transactions contemplated by this Agreement shall be Merger are subject to the fulfillment at satisfaction or prior to the Exchange Closing Date, waiver of the following conditionsconditions as of the Closing: (a) The Stockholders’ Approval shall have been obtained. (b) Any applicable waiting period under the HSR Act applicable relating to the consummation of the exchange of the Exchange Assets transactions contemplated hereby shall have expired or been terminated;. (bc) No preliminary or permanent injunction or other judgment, ruling, injunction, order or decree shall have been issued by a court of competent jurisdiction that has the effect of prohibiting or making unlawful the consummation of the Merger. No Applicable Law shall be enacted, promulgated or enforced by any Governmental Authority which prevents would have the effect of prohibiting or making unlawful the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred;Merger. (d) The CAPCO Settlement Agreement shall have been executed by DLC(i) Each of the approvals, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any other actions of Governmental Authority that are necessary for the consummation Authorities described on Section 8.01(d)(i) of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement Company Disclosure Schedule shall have been obtained and not withdrawn, (ii) all notices described on Section 8.01(d)(ii) of the Company Disclosure Schedule shall have been delivered to the applicable Governmental Authorities, and (iii) all notices described on Section 8.01(d)(iii) of the Company Disclosure Schedule shall have been delivered to the applicable Governmental Authorities and (A) such Governmental Authorities shall not have requested that the Company or madeany Company Subsidiary or Managed Unconsolidated Joint Venture, as applicable, provide any further information or take any other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made action prior to the consummation Closing, or (B)(x) if any of such Governmental Authorities requests that the transactions thereunder Company or whichany Company Subsidiary or Managed Unconsolidated Joint Venture, as applicable, provide any further information prior to the Closing, all of such information requests shall have been satisfied in all material respects, and (y) if any of such Governmental Authorities indicates to the Company or any Company Subsidiary or Managed Unconsolidated Joint Venture, as applicable, that an approval or consent of such Governmental Authority is required prior to the Closing or that the Company or any Company Subsidiary or Managed Unconsolidated Joint Venture, as applicable, must take any other action prior to the Closing, such approval or consent shall have been obtained and not withdrawn or such other action shall have been taken; provided that this clause (B) shall be deemed satisfied with respect to a particular request for further information or approval, consent or other action, if not obtained the applicable Facility or madeFacilities may remain in operation if such further information is provided, will not prevent or such approval or consent is obtained, or such other action is taken, as applicable, following the parties thereto from performing their material obligations thereunderClosing; and (gand provided, further, that if Buyer elects to waive the condition set forth in this Section 8.01(d), and the Company has declined to waive such condition, Buyer may also require the Company to waive such condition, in which case the provisions of Section 9.04(d) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.apply.

Conditions to Obligations of the Parties. Section 8.01 Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of the Parties each of Xxxxxxx, Acquisition and MDJB to effect the Generation Exchange and the other transactions contemplated by this Agreement Merger shall be subject to the fulfillment or waiver at or prior to the Exchange Closing Date, Effective Time of the following conditions: (a) The waiting period stockholders of MDJB shall have approved all matters relating to the Merger required to be approved by such stockholders by the vote required under the HSR Act applicable to CBCA at the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated;MDJB Stockholders' Meeting. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation The stockholders of the exchange of the Exchange Assets contemplated herein Xxxxxxx shall have been issued and remain in effect (each Party agreeing approved all matters relating to use its reasonable best efforts the Merger required to have any be approved by such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted stockholders by any state or federal government or Governmental Authority prohibiting the consummation of vote required under the exchange of New Jersey Business Corporation Act at the Exchange Assets;Xxxxxxx Shareholders' Meeting. (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement Registration Statement shall have occurred;been declared effective and shall not be subject to a stop order or any threatened stop order. (d) The CAPCO Settlement Agreement Neither Xxxxxxx, Acquisition nor MDJB shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger and no proceeding shall have been executed initiated by DLCany Governmental Entity and be continuing seeking such an injunction. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the FE Subsidiaries and TEC;Merger which makes the consummation thereof illegal. (e) The Support Agreement Xxxxxxx and Acquisition shall have been executed by FE received all state securities and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are "blue sky" permits and other authorizations necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under hereby. (f) The shares of Xxxxxxx Common Stock which shall be issued to the Agreement and Plan holders of the Common Stock of MDJB upon consummation of the Merger between DQE and Allegheny Energy, Inc.shall have been authorized for trading on the American Stock Exchange subject to official notice of issuance.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction of the following conditions at or prior to the Exchange Closing Date, of the following conditionsClosing: (ai) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein there shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have obtained, without the imposition of any such injunction, order material burden or decree lifted) and no statute, rule or regulation shall have been enacted by restriction on any state or federal government or Governmental Authority prohibiting the consummation of the exchange of Parties not in existence on the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLCdate hereof, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices each consent to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement this Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not is required in the ordinary course to be obtained from any Person under any agreement, contract or made license to which Fidelity, NHG or any NHG Subsidiary is a party or by or under which it is bound or licensed, or otherwise, the withholding of which reasonably would have a Material Adverse Effect (this Section 6(a)(i) is not applicable to Requisite Regulatory Approvals, which are provided for in Section 6(a)(iii) below, nor is it applicable to any consents which may be required from CB, which NHG has covenanted to obtain and which, if not obtained, will be a material breach by NHG); (ii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Fidelity to own the capital stock of and control, directly or indirectly, the NHG Subsidiaries, or (D) affect materially and adversely the right of the NHG Subsidiaries to own their respective assets and to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iii) All notices or filings required to be made, all authorizations, permits, certificates, registrations, consents, approvals or orders required to be obtained, and all waiting periods required to expire, prior to the consummation of the transactions thereunder contemplated by this Agreement under applicable federal laws of the United States or whichapplicable laws of any state having jurisdiction over the transactions contemplated by this Agreement or the businesses conducted by the Parties or the NHG Subsidiaries (collectively, if not the "Requisite Regulatory Approvals") shall have been obtained or madeexpired, will as the case may be, without the imposition of any condition which is materially burdensome upon Fidelity or any party to be affected by such condition or their respective Affiliates as determined pursuant to Section 5(a) above (for purposes hereof, the Parties acknowledge and agree that Requisite Regulatory Approvals shall not prevent include the parties thereto from performing their material obligations thereunderapproval of the Insurance Commissioner, the Department of Insurance, or similar insurance regulator of any state other than Kansas, New York and California); and (giv) There shall not be no court any action taken, or any statute, rule, regulation or order requiring DQE enacted, entered, enforced or deemed applicable to consummate the transactions contemplated under by this Agreement, by any Persons, which makes the Agreement and Plan consummation of Merger between DQE and Allegheny Energy, Inc.such transactions illegal.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate, or cause to be consummated, the Generation Exchange and the other transactions contemplated by this Agreement shall be Transactions is subject to the fulfillment at or prior to the Exchange Closing Date, satisfaction of the following conditions, any one or more of which (other than the condition in Section 10.1(g)) may be waived in writing by all of such parties: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby Acquiror Shareholder Approval shall have expired or been terminatedobtained; (b) No preliminary or permanent injunction or other order or decree Solely to the extent required and to the extent the Closings shall not have occurred by any Governmental Authority which prevents September 11, 2022, the consummation approval set forth on Section 10.1(b) of the exchange of the Exchange Assets contemplated herein Acquiror Disclosure Letter shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assetsobtained; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement Registration Statement shall have occurredbecome effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The CAPCO Settlement Agreement Gaming Approvals and other regulatory approvals set forth on Section 10.1(d) of the Company Disclosure Letter (the “Required Regulatory Approvals”) shall have been executed by DLC, the FE Subsidiaries and TECobtained; (e) The Support Agreement There shall have been executed by FE and DLCnot be in force any Governmental Order enjoining or prohibiting the consummation of either or both of the Acquisition Transactions or any Law that makes the consummation of either or both of the Acquisition Transactions illegal or otherwise prohibited; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; (f) All consents or approvals, filings with, or notices The Swiss NewCo Class B Shares to any Governmental Authority that are necessary for be issued in connection with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement Acquisition Transactions shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in approved for listing on the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderStock Exchange; and (g) There Pursuant to section 655A of the Corporations Xxx 0000 (Commonwealth of Australia) (the “Australian Corporations Act”), the Australian Securities and Investments Commission shall have exempted the Exchange Agent and Swiss NewCo from compliance with section 606 of the Australian Corporations Act arising from their respective acquisitions of relevant interests in units in Reef Casino Trust (ARSN 093 156 293), an Australian managed investment scheme, as a result of the Transactions on such conditions as are acceptable to Swiss NewCo; provided that this Section 10.1(g) shall be no court order requiring DQE a condition to the Acquisition Transactions only to the extent it would be a breach of the Australian Corporations Act to otherwise enter into this Agreement or consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Transactions.

Conditions to Obligations of the Parties. (a) The Purchasers’ several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Capital Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx Xxxxx LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Xxxx Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from Ernst & Young LLP, Certified Public Accountants, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Capital Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Capital Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $48,659,000 million prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The obligation of Purchasers’ several obligations to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Stroock & Stroock & Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PKF X’Xxxxxx Xxxxxx, a division of X’Xxxxxx Davies, LLP (formerly PKF, LLP), dated as of the Closing, substantially in the form attached hereto as Exhibit C, (v) The Charter Amendment and the Articles Supplementary contemplated by Section 8 hereof shall have been filed and become effective, and (vi) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Preferred Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $25,000 prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. 4.1 The Company’s obligation of to issue the Parties Securities at the Closing to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be Subscriber is subject to the fulfillment at on or prior to the Exchange Closing Date, of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The waiting period under representations and warranties made by the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby Subscriber in [Article II] hereof shall have expired or been terminated;be true and correct in all material respects. (b) No preliminary All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or permanent injunction prior to the date of the Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or decree restraining the transactions contemplated by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein this Agreement. (d) There shall have been issued and remain not be in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statutelaw, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Securities at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of the Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in [Article III] hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been enacted by any state performed or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;complied with in all material respects. (c) The DLC Nuclear Closing as defined There shall not then be in effect any legal or other order enjoining or restraining the Nuclear Conveyance Agreement shall have occurred;transactions contemplated by this Agreement. (d) The CAPCO Settlement Agreement There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been executed by DLCobtained, to issue the FE Subsidiaries and TEC;Securities (except as otherwise provided in this Agreement). (e) The Support Agreement Placement Agent shall have been executed received an Officer’s Certificate addressed to the Subscriber, signed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation authorized officer of the transactions contemplated by each Company and dated as of the CAPCO Settlement Agreement Closing. The certificate shall state, among other things, that the representations and warranties contained herein are true and accurate in all material respects as of the date hereof and the Electrical Facilities Agreement Placement Agent shall have been obtained or made, other than be entitled to rely on such consents, approvals, filings or notices which are not required in representations of the ordinary course to be obtained or Company as if they were made prior directly to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Placement Agent.

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Offered Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Venable LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit A, (iii) the Purchasers shall have received an opinion from Hunton & Williams LLP, special securities counsel to the Company, dated xx xx the date of the Closing, substantially in the form attached hereto as Exhibit B with respect to the matters covered therein and otherwise in form and substance reasonably acceptable to the Placement Agent and its counsel, (iv) the Placement Agent shall have received a comfort letter from KPMG LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date in all material respects as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Offered Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunctionClosing, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gii) There the Company shall be no court order requiring DQE to consummate have received payment in full for the transactions contemplated under Purchase Price for the Agreement Offered Shares by federal wire transfer of immediately available funds, not less than the aggregate amount of $ net of fees, commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) Conditions to the Company’s Obligations. The obligation of the Parties Company to effect deliver the Generation Exchange and the other transactions contemplated by this Agreement shall be Consideration is subject to the fulfillment satisfaction at or prior to the Exchange Closing Date, of each of the following conditions: conditions precedent: (ai) The waiting period under the HSR Act applicable representations, warranties and covenants of the Investor, for itself and on behalf of the Exchanging Investors, in Section 5 hereof are true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing; (ii) all covenants and agreements of the Investor or any Exchanging Investor in Section 5 to be performed at or before the Closing have been performed; (iii) the conditions precedent set forth in Section 3(b)(iii)(3) and the receipt by the Company of a valid DWAC Withdrawal and New Notes DWAC Deposit, in each case conforming to the consummation requirements set forth in this Agreement; and (iv) delivery by each Exchanging Investor of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated;documentation required by Section 9 hereof. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents Conditions to the consummation Investor’s Obligations. The obligation of the exchange Investor, on behalf of the Exchange Assets contemplated herein Exchanging Investors, to deliver (or cause to be delivered) the Existing Notes is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent: (i) the representations, warranties and covenants of the Company in Section 4 are true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing; (ii) all covenants and agreements of the Company in Section 4 to be performed at or before the Closing have been performed, (iii) the Company shall have been issued paid in full the fees and remain in effect expenses payable pursuant to Section 4(t); (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree liftediv) the Company and no statute, rule or regulation the Guarantors shall have been enacted delivered to the Investor, Collateral Agent and/or New Notes Trustee, as applicable: (A) the New Indenture, duly executed and delivered by any state the Company, the Guarantors, the New Notes Trustee and the Collateral Agent; (B) one or federal government or Governmental Authority prohibiting more global certificates representing the consummation New Notes duly issued, executed and delivered by the Company to the New Notes Trustee as custodian of DTC, in the name of Cede & Co., and duly authenticated by the New Notes Trustee; (C) customary security documentation (including, without limitation, the Security Agreement, intellectual property security agreements in form suitable for filing with the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable) in form and substance reasonably acceptable to the Investor and duly executed and delivered by each of the exchange Company and the Guarantors party thereto and the Collateral Agent (collectively, the “Security Documents”), as well as (1) certificates representing the capital stock or promissory notes pledged pursuant to the Security Documents, accompanied by undated stock or note powers executed in blank, or satisfactory evidence that such certificates, promissory notes and related powers were delivered to the Collateral Agent, (2) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporation or formation of the Exchange Assets; Company and each Guarantor and (c3) The DLC Nuclear Closing completed lien searches, dated on or as defined of a recent date before the Closing, listing all effective financing statements filed in the Nuclear Conveyance Agreement relevant jurisdictions of the Company and each Guarantor’s jurisdiction of incorporation or formation that name the Company or any Guarantor as debtor, together with copies of such financing statements, and not evidencing any Liens not permitted by the New Notes Indenture, (D) a written opinion addressed to the Exchanging Investors and dated as of the Closing Date of Lxxxxx & Wxxxxxx LLP, counsel for the Company and the Guarantors, in the form attached hereto as Exhibit E, and of Holland & Knight LLP, Florida counsel to the Company, in the form attached hereto as Exhibit F, in each case relating to this Agreement, the New Notes Indenture, the New Notes, the Guarantees and the Security Documents, (E) a customary secretary’s certificate in respect of the Company and each Guarantor, dated as of the Closing Date and (F) such other certificates and documents as the Investor may reasonably request; and (v) the Company shall have occurred; (d) The CAPCO Settlement entered into the Registration Rights Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for substantially simultaneous with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.this Agreement.

Conditions to Obligations of the Parties. (a) The Purchasers’ several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Stroock & Stroock & Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PKF LLP (formerly PKF, Certified Public Accountants, A Professional Corporation), dated as of the Closing, substantially in the form attached hereto as Exhibit C, (v) The Articles Supplementary contemplated by Section 8 hereof shall have been filed and become effective, and (vi) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Preferred Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $19,614,000 prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be Transactions are subject to the fulfillment at or prior to satisfaction or, if permitted by applicable Law, waiver by the Exchange Closing Date, Party for whose benefit such condition exists of the following conditions: (a) The the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act applicable relating to the consummation of the exchange of the Exchange Assets contemplated hereby Transactions shall have expired expired, been terminated or obtained (or deemed, by applicable Law, to have been terminatedobtained), as applicable; (b) No preliminary or permanent injunction no Law or other order legal restraint or decree prohibition issued by any court of competent jurisdiction or other Governmental Authority which prevents preventing the consummation of the exchange of the Exchange Assets contemplated herein Transactions shall have been issued and remain be in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assetseffect; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement Registration Statement/Proxy Statement shall have occurredbecome effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC and remain in effect with respect to the Registration Statement/Proxy Statement; (d) The CAPCO Settlement Agreement the Required GG Stockholder Approval shall have been executed by DLC, the FE Subsidiaries and TECobtained; (e) The Support Agreement the Required Parent Shareholder Approval shall have been executed by FE and DLCobtained; (f) All consents or approvalsafter completion of the GG Stockholder Redemptions and prior to the Closing, filings with, or notices to any Governmental Authority GG shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (g) the ListCo Class A ADSs that constitute the GG Share Consideration and ListCo Class A ADSs that are necessary for issued in connection with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement PIPE Investment shall have been obtained approved for listing on the Stock Exchange; (h) the ListCo AD Warrants or madethe ListCo Class C-1 ADSs, other than such consentsas applicable, approvals, filings or notices which are not required in shall have been approved for listing on the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderStock Exchange; and (gi) There the ListCo Board shall be no court order requiring DQE to consummate have a number of directors and composition of directors determined in accordance with Section 8.01 as of the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Closing.

Conditions to Obligations of the Parties. The obligation obligations of Holdco and Skynet to consummate the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment at or prior to the Exchange Closing Date, of each of the following conditions, any or all of which may be waived in whole or in part by either party hereto (as to itself only and not with respect to or on behalf of the other party) to the extent permitted by applicable Law: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby Major Regulatory Approvals shall have expired or been terminatedobtained; (b) No preliminary (i) no Canadian or permanent United States court or other Governmental Entity in Canada or the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, ruling, injunction or other order (whether temporary, preliminary or decree by any Governmental Authority permanent) which prevents is in effect and (A) prohibits the consummation of the exchange of the Exchange Assets transactions contemplated herein shall have been issued and remain in effect hereby or (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree liftedB) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for impairs the consummation of the transactions contemplated by each this Agreement, and (ii) no court or other Governmental Entity outside of Canada or the CAPCO Settlement Agreement and the Electrical Facilities Agreement United States shall have been obtained enacted, issued, promulgated, enforced or madeentered any Law, judgment, decree, ruling, injunction or other than such consentsorder (whether temporary, approvals, filings preliminary or notices permanent) which are not required is in the ordinary course to be obtained or made prior to effect and prohibits the consummation of the transactions thereunder contemplated by this Agreement, provided that, with respect to each of clause (i)(B) and (ii), as applicable, the consummation of the transactions contemplated by this Agreement in violation of such prohibition, or whichnotwithstanding such impairment, if not obtained or made, will not prevent would reasonably be expected to result in a Business Material Adverse Effect; (c) the parties thereto from performing their material obligations thereunderTelesat Closing shall have been consummated; and (gd) There prior to or simultaneously with the Closing, either (i) all outstanding amounts under or in respect of the Senior Notes or the Redemption Facility shall have been paid in full and neither the Senior Notes nor the Redemption Facility shall be outstanding or (ii) in the event that Senior Notes are outstanding and no court order requiring DQE Redemption Facility is in place, the Senior Notes shall have been called for redemption, and the Senior Notes and the Senior Note Indenture shall have been satisfied and discharged, pursuant to consummate and in accordance with Section 8.01(a) of the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Senior Note Indenture.

Conditions to Obligations of the Parties. (a) The obligation of Purchasers' several obligations to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Stroock & Stroock & Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PKF X'Xxxxxx Xxxxxx, dated as of the Closing, substantially in the form attached hereto as Exhibit C, (v) The Charter Amendment and the Articles Supplementary contemplated by Section 8 hereof shall have been filed and become effective, and (vi) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Preferred Shares by federal wire of immediately available funds, in an amount not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $51.0 million prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. The obligation obligations of Holdco and Skynet to consummate the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment at or prior to the Exchange Closing Date, of each of the following conditions: , any or all of which may be waived in whole or in part by either party hereto (as to itself only and not with respect to or on behalf of the other party) to the extent permitted by applicable Law: (a) The waiting period under the HSR Act applicable to Major Regulatory Approvals shall have been obtained; (b) (i) no Canadian or United States court or other Governmental Entity in Canada or the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) which is in effect and (A) prohibits the consummation of the exchange of the Exchange Assets transactions contemplated hereby shall have expired or been terminated; (bB) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for impairs the consummation of the transactions contemplated by each this Agreement, and (ii) no court or other Governmental Entity outside of Canada or the CAPCO Settlement Agreement and the Electrical Facilities Agreement United States shall have been obtained enacted, issued, promulgated, enforced or madeentered any Law, judgment, decree, ruling, injunction or other than such consentsorder (whether temporary, approvals, filings preliminary or notices permanent) which are not required is in the ordinary course to be obtained or made prior to effect and prohibits the consummation of the transactions thereunder or whichcontemplated by this Agreement, if not obtained or madeprovided that, will not prevent with respect to each of clause (i)(B) and (ii), as applicable, the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate consummation of the transactions contemplated by this Agreement in violation of such prohibition, or notwithstanding such impairment, would reasonably be expected to result in a Business Material Adverse Effect; (c) the Telesat Closing shall have been consummated; and (d) prior to or simultaneously with the Closing, either (i) all outstanding amounts under or in respect of the Agreement Senior Notes or the Redemption Facility shall have been paid in full and Plan neither the Senior Notes nor the Redemption Facility shall be outstanding or (ii) in the event that Senior Notes are outstanding and no Redemption Facility is in place, the Senior Notes shall have been called for redemption, and the Senior Notes and the Senior Note Indenture shall have been satisfied and discharged, pursuant to and in accordance with Section 8.01(a) of Merger between DQE and Allegheny Energy, Inc.the Senior Note Indenture.

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Ballard Spahr Andrewx & Xxxxxxxxx, XXX, xxxxxxx Xxxxxxxx counsel to the Exchange Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit A, (iii) the Purchasers shall have received an opinion from Reed Smith LLP, specxxx xxxxxxties counsel to the Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit B with respect to the matters covered therein and otherwise in form and substance reasonably acceptable to the Placement Advisor and its counsel, (iv) the Placement Advisor shall have received a comfort letter from Ernst & Young LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Advisor shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gii) There the Settlement Agent shall be no court order requiring DQE to consummate have received payment in full for the transactions contemplated under Purchase Price for the Agreement Preferred Shares by federal wire of immediately available funds, not less than the aggregate amount of $25,000,000 net of fees, commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The obligation of Purchasers' several obligations to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received an opinion from Stroock & Stroock & Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PKF X'Xxxxxx Xxxxxx, a division of X'Xxxxxx Davies, LLP (formerly PKF, LLP), dated as of the Closing, substantially in the form attached hereto as Exhibit C, (v) The Charter Amendment and the Articles Supplementary contemplated by Section 8 hereof shall have been filed and become effective, and (vi) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Preferred Shares by federal wire of immediately available funds, in an amount not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $45,030,000 prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties Company, Acquiror and Sub to effect the Generation Exchange and the other transactions contemplated by this Agreement Merger shall be subject to the fulfillment satisfaction or waiver at or prior to the Exchange Closing Date, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of a majority of the Company Common Stock as required by the Stockholders Agreement and by the holders of Acquiror Common Stock as required by the By-Laws of the National Association of Securities Dealers. (b) The waiting period under the HSR Act applicable to the consummation of the exchange of Merger under the Exchange Assets contemplated hereby HSR Act shall have expired or been terminated;. (bc) No preliminary or permanent injunction or other None of the parties hereto shall be subject to any order or decree by any injunction of a court or Governmental Authority which prevents of competent jurisdiction that prohibits the consummation of the exchange of transactions contemplated by this Agreement. In the Exchange Assets contemplated herein event any such order or injunction shall have been issued and remain in effect (issued, each Party agreeing party agrees to use its reasonable best efforts to have any such injunction, order overturned or decree injunction lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred;. (d) The CAPCO Settlement Agreement shall have been executed by DLCAll orders, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for and consents of the FCC required in connection with the consummation of the transactions contemplated hereby shall have been obtained or granted, whether or not any appeal or request for reconsideration of such order is pending, or whether the time for filing any such appeal or request for reconsideration or for any sua sponte action by each the FCC has expired. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Authority (other than the CAPCO Settlement Agreement FCC) required in connection with the execution, delivery and the Electrical Facilities performance of this Agreement shall have been obtained or made, except for filings in connection with the 39 44 Merger and any other than such consents, approvals, filings or notices which are not documents required in the ordinary course to be filed after the Effective Time and except where the failure to have obtained or made prior to any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on the consummation Surviving Corporation following the Effective Time. (f) The Registration Statement shall have become effective in accordance with the provisions of the transactions thereunder or which, if not obtained or made, will not prevent Securities Act and no stop order suspending the parties thereto from performing their material obligations thereunder; and (g) There effectiveness of the Registration Statement shall be no court order requiring DQE to consummate have been issued by the transactions contemplated under the Agreement SEC and Plan of Merger between DQE and Allegheny Energy, Inc.remain in effect.

Conditions to Obligations of the Parties. The obligation respective obligations of the Parties Acquired Companies, Seller, and Buyer to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver (if permitted by applicable Law) at or prior to the Exchange Closing Date, of the following conditions:conditions (it being understood that all conditions to Closing shall be deemed to have been satisfied or waived from and after the Closing): (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby Seller shall have expired or been terminated;obtained the Stockholder Approval. (b) No preliminary Excluding any Action (or permanent injunction Order resulting from any Action) initiated (i) by Buyer against the Acquired Companies or other order Seller or decree (ii) by any Governmental Authority which prevents the consummation Acquired Companies or Seller against Buyer, no Action shall be pending or threatened seeking to restrain or prohibit, and none of the exchange of the Exchange Assets contemplated herein Parties shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices be subject to any Governmental Authority Order of a court of competent jurisdiction that are necessary for restrains or prohibits, the consummation of the transactions contemplated by this Agreement (a “Restraint”). If any such Restraint has been issued, each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement Party shall use its best efforts to have been obtained any such Restraint overturned or madelifted. (c) All waiting periods, other than such authorizations, clearances, consents, approvals, filings orders or notices which are not approvals required by any Governmental Authority in the ordinary course to be obtained or made prior to connection with the consummation of the Equity Transaction and the other transactions thereunder contemplated hereby, the absence of which would render the consummation of the Equity Transaction illegal or whichcould be reasonably likely to have a Material Adverse Effect, if not obtained shall have expired, terminated or made, will not prevent the parties thereto from performing their material obligations thereunder; andbeen obtained. (gd) There The Information Statement shall have been mailed to the stockholders of Seller in accordance with Section 7.11 at least 20 days prior to the Closing Date and the consummation of the Equity Transaction shall be no court order requiring DQE to consummate permitted by Regulation 14C of the transactions contemplated Exchange Act (including Rule 14c-2 promulgated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Exchange Act).

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Offered Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Co-Placement Agents shall have received an opinion from Hunton & Xxxxxxxx LLP, special securities counsel to the Exchange Company, dated as of the date of the Closing, in form and substance reasonably acceptable to the Co-Placement Agents and their counsel, (iii) the Co-Placement Agents shall have received a comfort letter from KPMG LLP, dated as of the Closing, in form and substance reasonably acceptable to the Co-Placement Agents and their counsel, and (iv) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Interim Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date in all material respects as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Co-Placement Agents shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Offered Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing, and (ii) the Exchange Assets contemplated herein Company shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Offered Shares by federal wire transfer of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $42,300,000 prior to the consummation payment of the transactions thereunder or whichfees, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. The 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation of to issue the Parties Notes at each Closing to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be applicable Subscriber is subject to the fulfillment at on or prior to the Exchange such Closing Date, of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby representations and warranties made by each Subscriber in Article I hereof shall have expired or been terminated;be true and correct in all material respects. (b) No preliminary The Minimum Amount shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or permanent injunction prior to the date of such Closing shall have been performed or complied with in all material respects. (d) There shall not then be in effect any legal or other order enjoining or decree restraining the transactions contemplated by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein this Agreement. (e) There shall have been issued and remain not be in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statutelaw, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been enacted by any state performed or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined complied with in the Nuclear Conveyance Agreement shall have occurred;all material respects. (d) The CAPCO Settlement Agreement There shall have been executed not then be in effect any legal or other order enjoining or restraining the transactions contemplated by DLC, the FE Subsidiaries and TEC;this Agreement. (e) The Support Agreement There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been executed by FE and DLC;obtained, to issue the Notes (except as otherwise provided in this Agreement). (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement The Placement Agent shall have been obtained or made, other than such consents, approvals, filings or notices received an opinion of counsel to the Company addressed to the Subscribers (which are not required in the ordinary course Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be obtained or made prior substantially as set forth in Exhibit B, which opinion will be subject to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; andstandard qualifications and assumptions. (g) There The Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be no court order requiring DQE entitled to consummate rely on such representations of the transactions contemplated under Company in the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.Offering Materials as if they were made directly to the Placement Agent.

Conditions to Obligations of the Parties. The obligation respective obligations of each Party to consummate the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be Transactions are subject to the fulfillment satisfaction (or, where legally permissible, waiver by such Party in writing), at or prior to the Exchange Closing DateClosing, of each of the following conditions: (a) The filings of Buyer and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby and any extensions thereof shall have expired or been terminated;. (b) No preliminary Governmental Authority shall have enacted, issued, promulgated, enforced or permanent injunction or other order or decree by entered any Governmental Authority which prevents Order that is in effect and has the effect of, and no Legal Proceeding shall have been commenced or threatened that if adversely decided would have the effect of, making the Transactions illegal, otherwise restraining or prohibiting consummation of the exchange Transactions or causing any of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing Transactions to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation be rescinded following completion thereof. Table of the exchange of the Exchange Assets;Contents (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement Seller shall have occurred;received all Consents, Permits and Governmental Orders from the Governmental Authorities referred to in Section 4.4 and Buyer shall have received all Consents, Permits and Governmental Orders from the Governmental Authorities referred to in Section 5.2, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such Consent, Permit or Governmental Order shall have been revoked. (d) The CAPCO Settlement Agreement Effective at or in connection with the Closing, Buyer shall have been executed by DLC, (i) assume the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary lease obligations for the consummation Purina Rail Cars consistent with those terms set forth opposite each such Purina Rail Car on Exhibit L; (ii) assume all of Seller’s obligations related to oil and meal sales contracts under the transactions contemplated Purina Marketing Agreements committed to by each of Purina and Seller prior and up to the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or madeClosing, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made excluding only those contracts with a shipment date prior to the consummation of the transactions thereunder July 1, 2015, with less than twenty-four (24) tons for truck shipment contracts or whichninety-five (95) tons for rail shipment contracts remaining as a diminishing balance, if not obtained or made, will not prevent the parties thereto from performing their material in accordance with Section 6.18; and (iii) assume all obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.for Seed Contracts.

Conditions to Obligations of the Parties. Section 9.01. Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of each of the Parties Parent, Acquisition and the Company to effect the Generation Exchange and the other transactions contemplated by this Agreement Merger shall be subject to the fulfillment or waiver at or prior to the Exchange Closing DateEffective Time of the conditions that (a) the Parent shall have entered into an amendment of its existing facility with North Fork Bank (the "Facility") on terms and conditions reasonably satisfactory to the Stockholder and (b) none of the Parent, Acquisition or the Company shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger and no proceeding shall have been initiated by the Governmental Entity and be continuing seeking such an injunction. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation thereof illegal. Section 9.02. Conditions to the Parent's and Acquisition's Obligations. All obligations of the Parent and Acquisition under this Agreement are subject to the fulfillment and satisfaction, prior to or at the time at which the Effective Time is scheduled to occur, of each of the following conditions, any one or more of which may be waived by the Parent or Acquisition in writing: (a) The waiting period under At the HSR Act applicable Effective Time, the representations and warranties of the Company and the Stockholder contained in this Agreement will be true and correct in all material respects at and as of such time, except to the consummation extent affected by the transactions contemplated hereby and by the operations of the exchange Company as permitted by the provisions of subsection (b) hereinbelow after the Exchange Assets contemplated hereby date hereof to the Effective Time, and at the Effective Time the Company shall have expired or been terminated;delivered to Acquisition a certificate to such effect signed by its President and its Chief Financial Officer. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation Each of the exchange obligations of the Exchange Assets contemplated herein Company and the Stockholder to be performed by them on or before the Effective Time pursuant to the terms of this Agreement shall have been issued duly performed in all material respects at the Effective Time, and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation at the Effective Time the Company shall have been enacted delivered to Acquisition a certificate to such effect signed by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;its President and its Chief Financial Officer. (c) The DLC Nuclear Closing as defined There shall have been, between the date hereof and the Effective Time, no material adverse change in the Nuclear Conveyance Agreement condition, financial or otherwise, of the Company, and the Company shall have occurred;delivered to Acquisition a certificate to such effect signed by its President and its Chief Financial Officer. (d) The CAPCO Settlement Agreement Company shall have been executed obtained and delivered to Acquisition all consents and approvals required to be obtained at or prior to the Effective Time from third parties or governmental and regulatory authorities in connection with the execution, delivery and performance by DLC, the FE Subsidiaries Company of this Agreement and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated hereby. (e) The Company shall have furnished Acquisition with such certificates of its officers to evidence compliance with the conditions set forth in this Article IX as may be reasonably requested by each Acquisition, which shall include, but not be limited to: (i) A certificate executed by the Secretary or an Assistant Secretary of the CAPCO Settlement Company certifying, as of the Effective Time: a true and complete copy of its By-laws; a true and complete copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder contemplated hereby; incumbency matters; and approval and adoption of this Agreement and Plan of Merger by the written consent of the Stockholder. (ii) A certificate executed by the President and the Chief Financial Officer of the Company certifying that, as of the Effective Time, the conditions set forth in this Article IX with respect to the Company have been satisfied; (iii) A copy of the Certificate of Incorporation of the Company and all amendments thereto, certified as of a recent date by the Secretary of State of New Jersey; (iv) Certificates of the appropriate Secretaries of State certifying the good standing of the Company in all states where the Company is qualified to do business; (v) Any and all forms, certificates and/or other instruments required to pay the transfer and recording taxes and charges arising from the transactions contemplated by this Agreement, together with evidence reasonably satisfactory to Acquisition that such transfer taxes and charges have been paid or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunderprovided for; and (f) The Stockholder shall have executed and delivered to the Parent the Pooling Letter. (g) There shall be no court order requiring DQE not have come to consummate the attention of Acquisition or the Parent, as a result of the review described in Section 7.01 hereof or otherwise, any material information not previously disclosed to Acquisition despite inquiry of the Company by Acquisition indicating the occurrence of an event since the date of the execution of this Agreement that is likely to have a Material Adverse Effect. (h) The Stockholder shall have executed and delivered to the Parent the Tax Representation Letter substantially in the form attached hereto as Exhibit B. (i) The Stockholder shall have executed and delivered to the Parent the Employment Agreement substantially in the form attached hereto as Exhibit C (the "Employment Agreement"). (j) The Stockholder shall have delivered to the Parent the Tech Shares, duly endorsed or otherwise in proper form for transfer. (k) Prior to or at the Closing, the Company shall have delivered to the Parent a true and complete copy of a written determination by NJDEP that the transactions contemplated under hereby are not subject to ISRA or, in lieu thereof, evidence satisfactory to the Agreement and Plan Parent that the Company has complied with the requirements of Merger between DQE and Allegheny Energy, Inc.ISRA.

Conditions to Obligations of the Parties. The obligation obligations of the Parties to effect the Generation Exchange Seller and the other transactions contemplated by Buyer under this Agreement shall be subject to the fulfillment at fulfillment, on or prior to the Exchange Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 7.2 herein, and fulfillment, prior to Closing Date, of each of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation All representations and warranties made by Seller and Buyer in this Agreement shall be true and correct in all material respects on and as of the exchange Closing Date with the same effect as if such representations and warranties had been made on and as of the Exchange Assets contemplated hereby shall have expired or been terminated;Closing Date. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein Seller and Buyer shall have been issued performed or complied with all covenants, agreements and remain conditions contained in effect (each Party agreeing this Agreement on their part required to use its reasonable best efforts be performed or complied with at or prior to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets;Closing Date (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLCAll material authorizations, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to approvals of any Governmental Authority that are and all governmental regulatory authorities necessary for in connection with the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or madeorder, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto. (e) Each party shall have received favorable opinions from the other than party's counsel on such consentsmatters in connection with the transactions contemplated by this Agreement as are reasonable. (f) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, approvalseach party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, filings or notices which are not required except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (h) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (i) Buyer shall have obtained all necessary Blue Sky approvals or made exemptions for the issuance of its shares of Common Stock required prior to the Closing Date. (j) The Agreement shall be approved by the Boards of Directors of both Seller and Buyer and shareholders of both Seller and Buyer.. (k) Seller and Buyer and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions thereunder or whichcontemplated hereby, if not obtained or madeand all such certificates, will not prevent the parties thereto from performing their material obligations thereunder; andopinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel. (gl) There Both Seller and Buyer shall be have the right to waive any or all of the conditions precedent to its obligations hereunder not otherwise legally required; provided, however, that no court order requiring DQE waiver by a party of any condition precedent to consummate the transactions contemplated under the Agreement and Plan its obligations hereunder shall constitute a waiver by such party of Merger between DQE and Allegheny Energy, Inc.any other condition.

Conditions to Obligations of the Parties. 5.1 Conditions to All Parties' Obligations. The obligation respective obligations of all of the Parties parties to effect consummate the Generation Exchange and the other transactions contemplated by this Agreement shall be hereby are subject to the fulfillment satisfaction at or prior to the Exchange Closing Date, of the following conditions: (ai) The Harvard shall have made or obtained all Harvard Required Filings and Approvals, MATEP shall have made or obtained all MATEP Required Filings and Approvals, CMC shall have made or obtained all CMC Required Filings and Approvals, Buyer shall have made or obtained all Buyer Required Filings and Approvals, MATEP LLC shall have made or obtained all MATEP LLC Required Filings and Approvals, and all other governmental authorizations and approvals required by this Agreement to be obtained or given in connection with the transactions contemplated hereby shall have been obtained or given in final and nonappealable form; and (ii) specifically, and without limiting the generality of (i), (A) the waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; , (bB) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation BRA and the Mayor of the exchange City of Boston, acting pursuant to the terms of Chapter 121A and Chapter 652 of the Exchange Assets contemplated herein Acts of 1960 shall have approved the transfer from Harvard to Buyer of the Shares, subject to and with the benefit of the rights and obligations accorded to MATEP under Chapter 121A and all existing agreements with the City of Boston regarding the Chapter 121A status of MATEP, and such approval shall have become final, and the appeal period therefrom shall have expired without an appeal having been taken therefrom, and (C) effective from and after the Closing, the guarantee by Harvard contained in paragraph l(c) of the Contract Required by Section 6A of Chapter 121A dated as of September 21, 1977 (the "Guarantee"), shall have been issued terminated and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation Harvard shall have been enacted fully and unconditionally released by any state or federal government or Governmental Authority prohibiting the consummation of BRA from the exchange of the Exchange Assets;Guarantee. (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC5.1.2 no litigation, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvalsproceeding, filings withinvestigation, or notices inquiry shall be pending or threatened seeking to any Governmental Authority that are necessary for enjoin or prevent the consummation of the transactions contemplated by this Agreement or to obtain damages or other relief by reason of such consummation. 5.1.3 there shall have been an interim closing of the books of MATEP as required by Section 8.1.2. 5.1.4 Harvard shall have assigned the rights of University Operations Services as "Seller" under the Utilities MOA and the Shared Savings MOA to MATEP LLC, and MATEP LLC shall have assumed the obligations of the Seller under the MOAs, as required by Section 4.11. 5.1.5 each of Harvard and Buyer shall have received from each of the CAPCO Settlement Users estoppel certificates in the form attached as Exhibit H. 5.2 Conditions to Obligations of Harvard, CMC, and MATEP. The obligations of Harvard, CMC, and MATEP to consummate the transactions contemplated hereby are further subject to the satisfaction (or waiver) at or prior to the Closing of the following conditions: 5.2.1 the representations and warranties of Buyer and MATEP LLC contained in this Agreement shall be true and correct at the Electrical Facilities Agreement date hereof and as of the Closing Date as if made at and as of such time, except (i) for changes permitted or contemplated hereby, (ii) that representations that are expressly made only as of a specific date, which representations shall be true and correct as of such date, and (iii) for failures to be true and correct that (in the aggregate) could not reasonably be expected to have a material adverse effect on the ability of Buyer or MATEP LLC to perform their obligations hereunder and under the User Contracts; (i) Buyer shall have delivered to Harvard the Purchase Price, as required by Section 1.8; (ii) MATEP LLC shall have delivered to Harvard and CMC the MATEP LLC Assignment Agreement, executed by MATEP LLC, as required by Section 1.9; (iii) Buyer shall have delivered to Harvard a certificate evidencing the insurance requirement to be provided under Section 11(a) of each of the Third Amendments; and (iv) Buyer and MATEP LLC shall have delivered to Harvard, MATEP, and CMC such other documents necessary to carry out the transactions contemplated by this Agreement; 5.2.3 no statute, rule, or regulation shall have been obtained enacted, entered, promulgated, or made, other than such consents, approvals, filings enforced by any court or notices which are not required in the ordinary course to be obtained Governmental Entity that prohibits or made prior to restricts the consummation of the transactions thereunder or whichcontemplated hereby other than those that would not, if not obtained or madein the aggregate, will not prevent reasonably be expected to have a Material Adverse Effect; 5.2.4 Harvard shall have received from each of the parties thereto Users a release substantially in the form of Exhibit I; 5.2.5 Harvard shall have received opinions of counsel from performing their material obligations thereunderthe General Counsel of Buyer and from Le Boeuf, Lamb, Green & XxxXxx, L.L.P., each dated the Closing Date, in the forms attached hereto as Exhibits J-1 and J-2, and an opinion from Xxxxxx & Dodge LLP in form and substance satisfactory to Harvard; and (g) There 5.2.6 Harvard shall be no court order requiring DQE have received certificates, dated the Closing Date, of an executive officer of Buyer and MATEP LLC certifying as to consummate the matters specified in Section 5.2.1., and as to certain corporate matters in the forms attached hereto as Exhibits K, L, and M; and 5.2.7 Harvard shall have received the consent of the Massachusetts Health and Education Facilities Authority to the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.hereby.

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Offered Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Xxxxx & Xxxxxxxxx LLP, counsel to the Exchange Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received a comfort letter from PricewaterhouseCoopers LP, dated as of the Closing, substantially in the form attached hereto as Exhibit B, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Offered Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunctionClosing, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gii) There the Settlement Agent (as defined below) shall be no court order requiring DQE to consummate have received payment in full of the transactions contemplated under Purchase Price for the Agreement Offered Shares by federal wire transfer of immediately available funds, in not less than the aggregate amount of $58,000,000 net of fees, commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The obligation of Purchasers’ several obligations to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Securities shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Direct Purchasers, Investment Advisers and Broker-Dealers who sign this Agreement substantially in the form attached hereto as Exhibit A, (iii) the Placement Agent shall have received one or more opinions from Bass, Xxxxx & Xxxx PLC, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Direct Purchasers, Investment Advisers and Broker-Dealers who sign this Agreement substantially in the form attached hereto as Exhibit B, (iv) the Placement Agent shall have received a comfort letter from PricewaterhouseCoopers LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Securities shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent (as defined below) shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Securities by federal wire of immediately available funds, in an amount not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $30 million prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Preferred Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLX, xxxxxxx Xxxxxxxx xxunsel to the Exchange Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit A, (iii) the Purchasers shall have received an opinion from Reed Smith LLP, special securities counxxx xx xxx Company, dated as of the date of the Closing, substantially in the form attached hereto as Exhibit B with respect to the matters covered therein and otherwise in form and substance reasonably acceptable to the Placement Advisor and its counsel, (iv) the Placement Advisor shall have received a comfort letter from Ernst & Young LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Advisor shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Preferred Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gii) There the Settlement Agent shall be no court order requiring DQE to consummate have received payment in full for the transactions contemplated under Purchase Price for the Agreement Preferred Shares by federal wire of immediately available funds, not less than the aggregate amount of $75,000,000 net of fees, commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The Purchasers’ several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Capital Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Placement Agent shall have received an opinion from Xxxxxxx LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A. (iii) the Placement Agent shall have received an opinion from Husch Xxxxxxxxx Xxxxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B. (iv) the Placement Agent shall have received a comfort letter from PKF, Certified Public Accountants, A Professional Corporation, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Capital Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Capital Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $9,750,000 prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The Purchasers' several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Offered Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLP, special Maryland counsel xx xxx Company, dated as of the date of the Closing, substantially in the form attached hereto as EXHIBIT A, (iii) the Purchasers shall have received an opinion from Reed Smith LLP, special securities counsel to the Exchange Company, dated as of the date of the Closing, in form and substance reasonably acceptable to the Placement Advisor and its counsel, (iv) the Placement Advisor shall have received a comfort letter from Ernst & Young LLP, dated as of the Closing, substantially in the form attached hereto as EXHIBIT C, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Advisor shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company's obligation to issue and sell the consummation Offered Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (gii) There the Settlement Agent shall be no court order requiring DQE to consummate have received payment in full for the transactions contemplated under Purchase Price for the Agreement Offered Shares by federal wire transfer of immediately available funds, not less than the aggregate amount of $30,000,000 net of fees, commissions and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.

Conditions to Obligations of the Parties. (a) The Purchasers’ several obligation of to purchase the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement Capital Shares shall be subject to the fulfillment following conditions having been met: (i) the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at or prior and as of the Closing, (ii) the Purchasers shall have received an opinion from Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, special Maryland counsel to the Exchange Company, dated as of the date of the Closing, in a form acceptable to the Purchasers, (iii) the Purchasers shall have received an opinion from Xxxx Xxxxx LLP, special securities counsel to the Company, dated as of the date of the Closing, in a form acceptable to the Purchasers, (iv) the Placement Agent shall have received a comfort letter from Ernst & Young LLP, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and (v) on the Closing Date, the Company shall have delivered to the Purchasers a certificate of the following conditions: (a) The waiting period under Chief Executive Officer and Chief Financial Officer of the HSR Act applicable Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the consummation of the exchange of the Exchange Assets contemplated hereby extent compliance is required prior to Closing, and shall have expired or been terminated;delivered such other customary certificates as the Placement Agent shall have reasonably requested. (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents The Company’s obligation to issue and sell the consummation Capital Shares shall be subject to the following conditions having been met: (i) the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the exchange of Closing and (ii) the Exchange Assets contemplated herein Settlement Agent shall have been issued and remain received payment in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary full for the consummation Purchase Price for the Capital Shares by federal wire of immediately available funds, not less than the transactions contemplated by each aggregate amount of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made $33,120,000 prior to the consummation payment of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement fees and Plan of Merger between DQE and Allegheny Energy, Inc.expenses.