Common use of Representations and Warranties of CEG Clause in Contracts

Representations and Warranties of CEG. CEG hereby represents and warrants, as of the Transferred Interest Closing Date, as follows: (a) To CEG’s Knowledge, the IP includes all the Intellectual Property owned by CEG or any of its Affiliates (other than CENG, UNE and their respective Subsidiaries) (collectively, the “CEG IP Parties”) that is used in connection with the New Nuclear business as currently conducted. None of the CEG IP Parties will retain any rights or claims in or to the IP or any other Intellectual Property existing as of the Closing Date used exclusively in connection with the New Nuclear business as currently conducted. (b) The CEG IP Parties are the sole legal and beneficial owners of the IP, and EDF or UNE will acquire at the Closing all of the CEG IP Parties’ rights, title and interest in and to the IP free and clear of any and all Liens or licenses granted to third parties by the CEG IP Parties. (c) To CEG’s Knowledge, no proceedings or actions are currently pending or threatened that might cause the IP to be opposed, cancelled, revoked, or held unenforceable. To CEG’s Knowledge, none of the CEG IP Parties have undertaken or arranged to disclose to any third party any material confidential information, trade secrets or know-how included in the IP or any Intellectual Property exclusively used in the New Nuclear business, if any, other than to Areva NP, Inc. (d) To CEG’s Knowledge, there are no proceedings or actions currently pending or threatened, claiming that the IP has been infringed or misappropriated. (e) To CEG’s Knowledge, there are no proceedings or actions currently pending or threatened claiming that the exploitation of the IP or any other Intellectual Property exclusively used in the New Nuclear business, if any, by the CEG Parties infringes or misappropriates the rights of any third party and, to CEG’s Knowledge, exploitation of the IP or any other Intellectual Property exclusively used in the New Nuclear business, if any, by the CEG Parties does not infringe or misappropriate the rights of any third party.

Representations and Warranties of CEG. CEG hereby represents and warrants, as of the Transferred Interest Closing Date, as follows: : (a) To CEG’s Knowledge, the IP includes all the Intellectual Property owned by CEG or any of its Affiliates (other than CENG, UNE and their respective Subsidiaries) (collectively, the “CEG IP Parties”) that is used in connection with the New Nuclear business as currently conducted. None of the CEG IP Parties will retain any rights or claims in or to the IP or any other Intellectual Property existing as of the Closing Date used exclusively in connection with the New Nuclear business as currently conducted.. 6 (b) The CEG IP Parties are the sole legal and beneficial owners of the IP, and EDF or UNE will acquire at the Closing all of the CEG IP Parties’ rights, title and interest in and to the IP free and clear of any and all Liens or licenses granted to third parties by the CEG IP Parties. (c) To CEG’s Knowledge, no proceedings or actions are currently pending or threatened that might cause the IP to be opposed, cancelled, revoked, or held unenforceable. To CEG’s Knowledge, none of the CEG IP Parties have undertaken or arranged to disclose to any third party any material confidential information, trade secrets or know-how included in the IP or any Intellectual Property exclusively used in the New Nuclear business, if any, other than to Areva NP, Inc. Inc. (d) To CEG’s Knowledge, there are no proceedings or actions currently pending or threatened, claiming that the IP has been infringed or misappropriated. (e) To CEG’s Knowledge, there are no proceedings or actions currently pending or threatened claiming that the exploitation of the IP or any other Intellectual Property exclusively used in the New Nuclear business, if any, by the CEG Parties infringes or misappropriates the rights of any third party and, to CEG’s Knowledge, exploitation of the IP or any other Intellectual Property exclusively used in the New Nuclear business, if any, by the CEG Parties does not infringe or misappropriate the rights of any third party.