Common use of Excluded Assets and Retained Liabilities Clause in Contracts

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks and tradenames containing “Dominion” or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller or its Affiliates, as applicable; (ii) (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”); (vi) the Excluded Records; (vii) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(i) and 5.3(b)(iii); (ii) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (iv) any and all Pre-Closing Taxes, except to the extent paid by Seller pursuant to Section 5.3.

Excluded Assets and Retained Liabilities. Notwithstanding any other provision of this Agreement: (a) Notwithstanding any provision herein to Other than the contraryAcquired Assets specifically set forth in Section 1.2, the following Purchased Interests and any other assets included as current assets in the final determination of the Working Capital Amount, Buyer expressly understands and agrees that it is not purchasing or acquiring, and the Seller Entities are not selling, transferring or assigning, any other assets or properties, and all such other assets and properties of the Seller Entities shall be excluded from the Contemplated Transaction Acquired Assets (the “Excluded Assets”). Excluded Assets include the following assets and properties of the Seller Entities and their respective Affiliates (it being acknowledged and agreed that, and Seller shall have except as specifically set forth on Schedule 1.4(a)(xviii), the right at any time prior to or at assets of each of the Acquired Companies as of the Closing shall continue to dividend, transfer, dispose of, extinguish, be assets of such Acquired Company after the Closing and shall not be retained by Seller or otherwise exclude from the Sale Entities such assets:any Seller Entity): (i) all trademarkscash, service marks cash equivalents, bank deposits, similar cash items and tradenames containing “Dominion” securities or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller or its Affiliates, as applicableany bank accounts; (ii) Intercompany Receivables; (iii) rights, claims and interests under the Confidentiality Agreement, this Agreement or the Ancillary Agreements; (iv) all Books and Records other than the Books and Records specifically included in the Acquired Assets, including Books and Records prepared in connection with the negotiation of this Agreement or the Ancillary Agreements and the sale of the Acquired Assets or any similar transaction involving the sale of all or part of the Business, including any bids and other information received from third parties in respect of the Business and analyses produced by Seller, any Affiliate of Seller, or any of their respective representatives relating to the Business, and all communications between Seller Counsel, on the one hand, and Seller, any Affiliate of Seller or any of their respective representatives, on the other hand, in each case to the extent such communications are related to the Transactions or any similar transaction involving the sale of all or part of the Business, including communications subject to the attorney-client privilege or other similar privilege or protection against disclosure, or in which Seller or any Affiliate of Seller otherwise had an expectation of confidentiality with respect thereto; (A) Books and Records required by Law to be retained by any Seller Entity, (B) all personnel Books and Records relating to employees other than (1) the Transferred Employees or the Continuing Employees, except as limited or prohibited by applicable Law, and (2) any person that is an employee of an Acquired Company as of the Closing Date, and (C) all Tax Returns and other Books and Records primarily relating to Tax matters; provided, however, that the Seller Entities may also retain copies (or originals, at Seller’s election, with true copies to Buyer, in the case of Books and Records that relate primarily but not exclusively to the Business) of all Books and Records included in the Acquired Assets or constituting assets of any Acquired Company, solely for use for legal, Tax, financial reporting or similar purposes relating to periods prior to the Closing, and subject to Seller’s obligations under Section 5.3 below (it being acknowledged and agreed that such Books and Records shall not constitute “Excluded Assets”); (vi) subject to Section 1.14, any and all interests Contracts that are not Acquired Contracts, including Shared Contracts; (vii) subject to Section 9.1(a), all Employee Benefit Plans and any assets of any Employee Benefit Plans; (viii) all insurance policies and all rights to applicable claims thereunder (subject to Section 5.6); (ix) all Tax refunds, Tax deposits and overpayments of Taxes of Seller or any of its Affiliates, whether or not relating to the Business or Acquired Assets, and whether relating to periods prior to or after the Closing Date; (x) the Licensed Intellectual Property (other than solely to the extent of the rights granted pursuant to the Intellectual Property Assignment and License Agreement), and all other Intellectual Property (other than the Assigned Intellectual Property and Acquired Company Intellectual Property); (xi) all taxpayer and other identification numbers of each Seller Entity; (xii) the organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, seals, minute books, equity transfer books, blank stock or unit certificates, and other documents relating to the organization, maintenance, and existence of Seller and its Affiliates other than the Acquired Companies as a Business Entity; (xiii) all Permits that are not primarily used in the operation of the Business, and all rights thereunder, and any Permits to the extent not legally transferable; (xiv) subject to the Intellectual Property Assignment and License Agreement, any and all rights whatsoever in the name “Cree” (including as part of the name of or otherwise held by any Acquired Company) in any Employee Plans that provide for postretirement benefits for periods form, formulation or presentation whatsoever or any other trademark, service xxxx, trade dress, logo or associated goodwill therein (collectively, the “Cree Name”); (xv) all Proceedings, rights, counterclaims, rights of service prior set-off and other claims (including under indemnification agreements) (whether known or unknown, matured or unmatured, accrued or contingent) against any Person to the extent primarily related to any Excluded Asset or Retained Liability, including under or with respect to the insurance policies of Seller or any of its Affiliates other than the Acquired Companies, including those set forth on Schedule 1.4(a)(xv); (xvi) all machinery, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, equipment, hardware, computers and other tangible personal property other than those (A) set forth on Schedule 1.4(a)(xvi) or (B) described in Section 1.2(c) or Section 1.2(d), including those set forth on Schedule 1.4(a)(xvi) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal property; (xvii) all real property other than the Owned Real Property listed on Schedule 1.2(d), the Leased Real Property listed on Schedule 1.2(e) and the rights granted pursuant to the Real Estate License Agreement; and (xviii) any assets listed on Schedule 1.4(a)(xviii). (b) Neither Buyer nor any of its Subsidiaries or Affiliates (including, for the avoidance of doubt, the Acquired Companies from and after the Closing) is assuming from the Seller Entities, and shall not have any Liability with respect to, and shall not be deemed to have assumed or agreed to pay, and the Seller Entities and their Affiliates shall retain, all of their Liabilities and obligations other than the Assumed Liabilities (collectively, the “Retained Liabilities”) (other than, for the avoidance of doubt, the Acquired Companies, it being acknowledged and agreed that the Liabilities of each of the Acquired Companies as of the Closing Date shall continue to be Liabilities of such Acquired Company after the Closing and shall not be retained by Seller or any of its Affiliates). Retained Liabilities shall include the following Liabilities of the Seller Entities and their Affiliates (other than, for the avoidance of doubt, the Acquired Companies): (i) subject to Section 8.2, all Liabilities for Taxes relating to the Business, the Acquired Assets or the Assumed Liabilities to the extent that such Taxes are imposed with respect to any Company Employee employed by Seller taxable period (or its Affiliates that are (xportion thereof) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities ending on or prior to the Closing Date; (ii) any Liabilities of the Seller Entities or their Affiliates arising from, relating to or in connection with this Agreement or any of the Transactions (including in respect of any fees, commissions or other amounts payable to any broker, finder, employee or agent with respect to the Transactions, as well as any other Transaction Expenses); (iii) any Tax assetsLiabilities of the Seller Entities or their Affiliates arising from, relating to or in connection with: (i) any obligation to pay salary, commissions or any other amounts payable to any former or current employee, agent or independent contractor of any Seller Entity or any of their Affiliates relating to periods prior to the Closing Date; (ii) any Employee Benefit Plan maintained or contributed to by any Seller Entity or any of their Affiliates or with respect to which any Seller Entity, any of their Affiliates or any ERISA Affiliate has any Liability (including any overpayment withdrawal liability from any multiemployer pension fund triggered by the Transactions, or refund any retention bonus triggered by the Transaction or other bonuses under any such Employee Benefit Plan) or payroll, vacation, sick leave, workers’ compensation or unemployment benefits of Taxes owed any kind; and (iii) the inadequacy or failure to Seller pursuant to Section 5.3(ehave or maintain any Employee Benefit Plan (collectively, “Pre-Closing Employment Liabilities”), Section 5.3(f) or Section 5.3(g)except, in each case, to the extent included as a current liability in the final determination of the Working Capital Amount; (iv) any Liabilities (other than, for the Intellectual Property avoidance of doubt, Liabilities within the subject matter of Schedule 7.2(c) arising from, relating to or in connection with (A) any Proceeding pending as of the Closing Date (including the Proceedings described in Schedule 1.4(b)(iv)), unless otherwise agreed by the Parties in writing with respect to any Proceeding arising between the date of this Agreement and the Closing Date and (B) any other matter set forth on Schedule 5.7(a)(iv1.4(b)(iv); (v) any Liabilities arising or resulting from any of the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”)Assets; (vi) any Liabilities arising or resulting from any violation of Law by Seller or any of its Affiliates (including the Excluded RecordsAcquired Companies) that occurred prior to Closing (other than, if applicable and for the avoidance of doubt, any such Liability assumed by Buyer in Section 1.3(c) and Section 1.3(g)); (vii) any Liability of Seller or any of its Affiliates (including the Insurance Policies Acquired Companies) to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of Seller or any of its Affiliates or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and all rights whether such indemnification is pursuant to premium refunds any statute, charter document, bylaw, agreement, or otherwise), in each case on account of matters that occurred prior to Closing; (viii) any Environmental Claims or any Liabilities (under Environmental, Health, and distributions made on Safety Requirements, Environmental Permits), to the extent arising out of or after the Closing with respect thereto for periods ending relating to facts, circumstances or conditions first existing on or prior to the Closing; and (viii) the right Closing or otherwise to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that arising out of any proceeds relating to the Excluded Assets are received by Buyer actions or omissions of Seller or any of its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(i) and 5.3(b)(iiiAcquired Companies); (iiix) any liabilities and obligations expressly retained by Seller pursuant Liability for amounts payable to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or any of its Affiliates, Affiliates (including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (iv) any and all Pre-Closing TaxesAcquired Companies), except to the extent paid by included as a current liability in the final determination of the Working Capital Amount; (x) any Liabilities for Debt; and (xi) any agreements with any labor organizations, and any and all Liabilities thereunder, except as expressly stated herein. Seller pursuant agrees to Section 5.3pay, satisfy and discharge, and to cause each of its Affiliates to pay, satisfy and discharge, all Retained Liabilities when due.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller Sellers shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks and tradenames containing “Dominion” or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller Sellers or its their Affiliates, as applicable; (ii) (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller Sellers or its their Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller Sellers pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”); (vi) the Excluded Records; (vii) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and; (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii); (ix) the Excluded Telecom Assets; and (x) all rights with respect to forward starting swaps or forward interest rate hedging arrangements (for the avoidance of doubt, shall exclude commodity xxxxxx and similar arrangements with respect to the price of commodities), including those forward starting swaps or forward interest rate hedging arrangements set forth on Schedule 5.7(a)(x). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller Sellers within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller Sellers shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller Sellers pursuant to Sections 5.3(b)(i) and 5.3(b)(iii); (ii) any liabilities and obligations expressly retained by Seller Sellers pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) all liabilities and obligations with respect to forward starting swaps or forward interest rate hedging arrangements (for the avoidance of doubt, shall exclude commodity xxxxxx and similar arrangements with respect to the price of commodities), including those forward starting swaps or forward interest rate hedging arrangements set forth on Schedule 5.7(a)(x); (iv) except as otherwise provided in Section 5.6(y), (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller Sellers or its their Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (ivv) any and all Pre-Closing Taxes, except to the extent paid by Seller Sellers pursuant to Section 5.3.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or “Questar” in part), (the “Dominion Marks”) ), which shall remain the sole property of Seller or its Affiliates, as applicable; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Business Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v5.7(a)(iv) (the “Excluded Contracts”); (viv) the Excluded Records;; and (viivi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two thirty (230) Business Days of receipt. To the extent that any proceeds relating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, assume pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, contingent matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(iSection 5.6(q), Section 5.6(r), Section 5.6(s), Section 5.6(v), Section 5.6(w) and 5.3(b)(iiiSection 5.6(y); (ii) any and all liabilities directly resulting from the execution and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x)consummation of the Internal Reorganization; (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISAset forth on Schedule 5.7(c)(iii); and (iv) any and all Pre-Closing Taxes, except to liabilities arising from any Excluded Asset. Except for the extent paid by Seller pursuant to Section 5.3Retained Liabilities all liabilities of the Sale Entities will remain with the Sale Entities at the Closing.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or “Questar” in part), (the “Dominion Marks”) ), which shall remain the sole property of Seller or its Affiliates, as applicable; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Business Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v5.7(a)(iv) (the “Excluded Contracts”); (viv) the Excluded Records;; and (viivi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two thirty (230) Business Days of receipt. To the extent that any proceeds relating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(iSection 5.6(q), Section 5.6(r), Section 5.6(s), Section 5.6(v), Section 5.6(y) and 5.3(b)(iiiSection 5.6(w); (ii) any and all liabilities directly resulting from the execution and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x)consummation of the Internal Reorganization; (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISAset forth on Schedule 5.7(c)(iii); and (iv) any and all Pre-Closing Taxes, except to liabilities arising from any Excluded Asset. Except for the extent paid by Seller pursuant to Section 5.3Retained Liabilities all liabilities of the Sale Entities will remain with the Sale Entities at the Closing.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the 58 Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: : (i) all trademarks, service marks marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or “Questar” in part), (the “Dominion Marks”) ), which shall remain the sole property of Seller or its Affiliates, as applicable; ; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Business Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; ; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); ; (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v5.7(a)(iv) (the “Excluded Contracts”); ; (viv) the Excluded Records; ; and (viivi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two thirty (230) Business Days of receipt. To the extent that any proceeds relating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, assume pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, contingent matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): ): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(iSection 5.6(q), Section 5.6(r), Section 5.6(s), Section 5.6(v), Section 5.6(w) and 5.3(b)(iiiSection 5.6(y); ; (ii) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to directly resulting from the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan execution and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 consummation of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (iv) any and all Pre-Closing Taxes, except to the extent paid by Seller pursuant to Section 5.3.Internal Reorganization;

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: : (i) all trademarks, service marks marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or “Questar” in part), (the “Dominion Marks”) ), which shall remain the sole property of Seller or its Affiliates, as applicable; ; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Business Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; ; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); ; (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v5.7(a)(iv) (the “Excluded Contracts”); ; (viv) the Excluded Records; ; and (viivi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(i) and 5.3(b)(iii); (ii) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (iv) any and all Pre-Closing Taxes, except to the extent paid by Seller pursuant to Section 5.3.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks and tradenames containing “Dominion” or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller or its Affiliates, as applicable; (ii) (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”); (vi) the Excluded Records; (vii) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims Claims or potential claims Claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt. To the extent that any proceeds relating to non-Excluded Assets are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to Buyer within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(i) and 5.3(b)(iii); (ii) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and; (iv) any and all Pre-Closing Taxes, except to the extent paid by Seller pursuant to Section 5.3; and (v) any and all liabilities arising from any Excluded Asset.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or “Questar” in part), (the “Dominion Marks”) ), which shall remain the sole property of Seller or its Affiliates, as applicable; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Business Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; (iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g); (iv) the Intellectual Property set forth on Schedule 5.7(a)(iv); (v) the Contracts listed on Schedule 5.7(a)(v5.7(a)(iv) (the “Excluded Contracts”); (viv) the Excluded Records;; and (viivi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two thirty (230) Business Days of receipt. To the extent that any proceeds relating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, assume pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, contingent matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(iSection 5.6(r), Section 5.6(s), Section 5.6(t), Section 5.6(w), Section 5.6(x) and 5.3(b)(iiiSection 5.6(z); (ii) any and all liabilities directly resulting from the execution and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x)consummation of the Internal Reorganization; (iii) (A) any and all liabilities arising under any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISAset forth on Schedule 5.7(c)(iii); and (iv) any and all Pre-Closing Taxes, except to liabilities arising from any Excluded Asset. Except for the extent paid by Seller pursuant to Section 5.3Retained Liabilities all liabilities of the Sale Entities will remain with the Sale Entities at the Closing.

Excluded Assets and Retained Liabilities. (a) Notwithstanding any other provision herein of this Agreement, Seller shall not sell, transfer or deliver to Buyer any of its right, title to or interest in or to any properties, assets and rights of Seller other than the contraryPurchased Assets (collectively, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), which for the avoidance of doubt, include the Excluded Assets listed on Schedule A. Seller shall retain all right, title and interest in and to the Excluded Assets, and Buyer is not assuming, and shall not have any Liability with respect to, and shall not be deemed to have assumed or agreed to pay, and Seller shall have retain, all Liabilities and obligations of Seller other than the right at Assumed Liabilities (collectively, the “Retained Liabilities”). Xxxxxx agrees to pay, satisfy and discharge all Retained Liabilities when due. Retained Liabilities shall include, without limitation, the following: 1.4.1. any time prior Liabilities of Seller or any of its Affiliates for (a) all Taxes of Seller (including pursuant to or at the Closing to dividendany bulk transfer, transfer, dispose of, extinguishtransferee or successor provision of Law, or otherwise exclude from the Sale Entities such assets: by operation of contract), (ib) all trademarks, service marks and tradenames containing “Dominion” or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller or its Affiliates, as applicable; (ii) (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date Taxes with respect to any Company Employee employed by Seller the Purchased Assets or its Affiliates that are the Assumed Liabilities with respect to all Tax periods (xor portions thereof) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities ending on or prior to the Closing Date, (c) all Taxes relating to the Excluded Assets or any other Retained Liability, in each case, for any period, (d) all Taxes of any Person imposed on Buyer or any of Buyer’s Affiliates as a transferee of or successor to the Purchased Assets, by contract or pursuant to any Law that relate to an event or transaction occurring before the Closing Date; (iii) 1.4.2. any Tax assets, including Liabilities of Seller or any overpayment or refund of Taxes owed to Seller its Affiliates arising pursuant to Section 5.3(eor in connection with this Agreement or any of the Contemplated Transactions (including in respect of any fees, commissions or other amounts to any broker, finder, employee or agent with respect to the Contemplated Transactions), Section 5.3(f) and any and all other Liabilities of Seller or Section 5.3(gany of its Affiliates arising out of or relating to periods prior to the Closing; 1.4.3. any Liabilities relating to or arising out of or in connection with Seller’s or any of its Affiliates’ accounts payable or accrued expenses (other than related to the Purchased Assets after the Closing Date); (iv) 1.4.4. any Liabilities relating to, arising out of or in connection with any obligation to pay salary, commissions or any other amounts payable to any former or current employee, agent or independent contractor of Seller or any of its Affiliates relating to periods on or prior to the Intellectual Property set forth on Schedule 5.7(a)(iv)Closing or as a result of the Contemplated Transactions; (v) 1.4.5. any Liabilities relating to, arising out of or in connection with, any Employee Plan maintained or contributed to by Seller or any of its Affiliates or with respect to which Seller or any of its Affiliates or any ERISA Affiliate has any liability, payroll, vacation, sick leave, workers’ compensation or unemployment benefits of any kind, as well as any Liabilities related to the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”)inadequacy or failure to have or maintain any Employee Plan; (vi) 1.4.6. any Liabilities relating to, arising out of or in connection with any Action arising before Closing, or that relates to or arises from any act, omission or circumstance that occurred or existed prior to Closing; 1.4.7. any Liabilities relating to, arising out of or incurred in connection with any of the Excluded RecordsAssets; (vii) the Insurance Policies and all rights 1.4.8. any Liabilities relating to, arising out of or in connection with any violation of Law prior to premium refunds and distributions made on or after the Closing by Seller or any of its Affiliates, or that relates to or arises from any act, omission or circumstance that occurred or existed prior to Closing; 1.4.9. any Liabilities relating to, arising out of or resulting from any breach of any contract or any violation of any Law or Permit by Seller or any of its Affiliates; 1.4.10. any fines or penalties issued by a Governmental Authority with respect thereto for periods ending to or that relate to operation of the Business on or prior to the Closing; 1.4.11. any Liabilities to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of Seller or any of its Affiliates or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); 1.4.12. all Liabilities relating to, arising out of or in connection with Xxxxxx’s indebtedness and Seller Transaction Expenses; and (viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii). (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”): (i) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.3(b)(i) and 5.3(b)(iii); (ii) any liabilities and obligations expressly retained by Seller pursuant to Sections 5.6(p), (q), (r), (u), (v) and (x); (iii) (A) 1.4.13. any and all liabilities other Liabilities relating to, arising under any Employee Plans that provide for postretirement benefits for periods out of service or in connection with to the operation of the Business prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates, including the Dominion Energy Pension Plan, the Dominion Energy Salaried Savings Plan and any other (w) retiree medical and life insurance benefits, (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (iv) any and all Pre-Closing Taxes, except to the extent paid by Seller pursuant to Section 5.3Closing.