Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under Contracts which (i) those purchase ordersare listed on Schedule 5.8(a), contractsor Schedule 5.10(a), agreements, licenses and leases relating copies of which have been made available to Buyer prior to the ownership, operation and maintenance of date hereof (the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i“Material Contracts”), or (ii) those contracts, agreements, commitments have been entered into in the ordinary course of business and understandings relating to the procurement or fabrication do not individually involve annual payment obligations in excess of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts$100,000, Seller is not, as of the date of this Agreement, not a party to any written contractContract, agreementwhich (A) is primarily related to the Purchased Assets other than the agreements set forth on Schedule 2.2(k) and any other Contracts which are Excluded Assets, personal property lease(B) contains any provision or covenant, commitmentwhich after the Closing will apply to the Purchased Assets, understanding or instrument which Buyer as owner thereof, prohibiting or materially restricting Seller or its Affiliates from engaging in any lawful business activity or competing with any person or entity, (C) relate to the Purchased Assets and involves indebtedness (other than trade payables arising in the ordinary course or business) in excess of $10,000, (D) relates to collective bargaining or similar labor Contracts which cover any employees of Seller or its Affiliates engaged in work related to the ownership or operation Purchased Assets, (E) relate to the interconnection of the Included Purchased Assets, or (F) relate to the Purchased Assets and by which any officer, director or provides for the sale Affiliate of capacity, energy or ancillary services from PalisadesSeller is also bound. (b) Except as set forth on disclosed in Schedule 4.11(b5.10(b), there is not, under any Seller's Agreement, Fuel each Material Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create constitutes a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as binding obligation of Seller and, to Seller in accordance with its terms Seller’s Knowledge, constitutes a legal, valid and binding obligation of the other parties thereto and is in full force and effect. Except as set forth in Schedule 5.10(b), Seller is in compliance in all material respects with all terms and requirements of each Material Contract, and (ii) except no event has occurred that, with notice or the passage of time, or both, would constitute a breach or default by Seller under any such Material Contract. Except as disclosed set forth in Schedule 4.3(a5.10(b), may be transferred to Seller’s Knowledge, no other party to any Material Contract is in breach or assigned to Buyer at default (nor has any event occurred which, with notice or the Closing without consent passage of time, or approval of the other parties thereto and (dboth, would constitute such a breach or default) True and complete copies of each Seller's Agreement and Fuel under any Material Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.

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

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, Section 6.11 of the Parent Disclosure Schedule sets forth a list of the following contracts, agreements, licenses and leases relating arrangements or undertakings, to the ownership, operation and maintenance which Parent or any of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which its Subsidiaries is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to or by which any written contractof their respective assets or properties are bound (collectively, agreement, personal property lease, commitment, understanding or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades.“Parent Material Contracts”): (ba) Except as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to contract which requisite waivers or consents have been obtained or which do notinvolves guaranteed future payments, individually or in the aggregate, create in excess of $4,000,000; (b) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) to which Parent or any of its Subsidiaries is a Material Adverse Effect.party; (c) Each Seller's Agreementlicense agreements and other contracts which involves future payments in excess of $500,000 individually or $1,000,000 in the aggregate (other than licenses for readily available commercial software); (d) any contract which requires that Parent or any of its Subsidiaries deal exclusively in any material respect with any Person or group of related Persons; (e) any contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Parent or any of its Subsidiaries to own, Fuel Contract operate, sell, transfer, pledge or otherwise dispose of any material amount of their respective assets and Non-material Contract properties or their respective businesses; and (f) contracts relating to the acquisition or disposition by Parent or any of its Subsidiaries of any business or a portion thereof of any Person (whether by merger, sale of stock, sale of assets or otherwise), except such agreements or agreements as have already been fully performed. Except as set forth on Section 6.11 of the Parent Disclosure Schedule, (i) each Parent Material Contract is legal, valid and valid, binding, enforceable against Parent or any of its Subsidiaries, as the case may be, and, to Seller in accordance with its terms the Knowledge of Parent, each other party to such Parent Material Contract, and is in full force and effect, and ; (ii) none of Parent, any of its Subsidiaries, or, to the Knowledge of Parent, any other party thereto is in breach or default with respect to any Parent Material Contract; and (iii) no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under any Parent Material Contract except as disclosed to (ii) and (iii) above for such breaches and defaults as individually or in Schedule 4.3(a), may the aggregate would not reasonably be transferred expected to have a Material Adverse Effect on Parent or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to BuyerVirgin Opco.

Certain Contracts and Arrangements. Schedule 2.10 attached hereto sets forth a list of all Contracts (other than Excluded Assets or Retained Liabilities) pertaining to the Business, by which the Acquired Assets are bound or affected or to which any Seller is a party (the “Assigned Contracts”), whether oral or in writing, including: (a) Except employment or consulting agreements or other agreements providing for the payment of commissions or royalties; (b) indentures, mortgages, notes, installment obligations, agreements or other instruments relating to the borrowing of money or the guaranty by any Seller of any obligation for the borrowing of money; (c) real property leases; (d) union Contracts; (e) agreements that limit the ability of any Seller to engage in any business in any jurisdiction, or that limits others from competing with any Seller's interests ; (f) purchase orders and customer Contracts (together, “Outstanding Orders”) in and rights under effect as of the date hereof, (g) agreements that provide for indemnification of any person or the assumption of liability of any person, (h) joint venture or partnership agreements, (i) those purchase ordersall licenses, contracts, agreements, licenses sublicenses and leases other agreements relating to ▇▇▇▇▇▇▇ Intellectual Property and (j) other Contracts pertaining to the ownership, operation and maintenance of the Included Assets, which are listed Business. Except as set forth in Schedule 4.9(a2.10 attached hereto, the Company has made available to Buyer complete and correct copies of all Assigned Contracts (as amended, modified or supplemented) and required to be disclosed on Schedule 4.11(a)(i)2.10 attached hereto. Except as set forth in Schedule 2.10 attached hereto, (i) all such Assigned Contracts are valid, binding and enforceable in accordance with their terms, (ii) those contractsneither the Sellers nor, agreementsto Sellers’ Knowledge, commitments any other party thereto is in material default or breach under any of the aforesaid Assigned Contracts and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contractsto Sellers’ Knowledge no condition or state of facts exist that, agreements, personal property leases, licenses, commitments, understandings with notice or instruments which will expire the passage of time or terminateboth would constitute a default or breach by any Seller, or in which permit the obligations acceleration or other changes of Seller will be fully performed, prior to the Closing Date, (iv) Non-any material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding right or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is notobligation, under any Seller's Agreement, Fuel Contract or Non-material Assigned Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire (a) are listed in Schedule 5.8 or terminateSchedule 5.12, or (b) have been entered into in which the ordinary course of business and do not involve obligations in excess of Seller will be fully performed$500,000 individually, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreementhereof, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the ownership Business or operation the Purchased Assets. Except as disclosed in Schedule 5.12, each of the Included Assets Transportation Agreements and each material Seller's Agreement constitutes a valid and binding obligation of Seller and constitutes a valid and binding obligation of the other parties thereto, is in full force and effect, and may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or provides for resulting in the sale forfeiture or impairment of capacityany rights thereunder, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is except in those instances where the failure to transfer the same to the Buyer pursuant to this Agreement would not, individually or in the aggregate, have a Material Adverse Effect (without giving effect to clause (d) thereof). Seller has fulfilled and performed its obligations under any each such Transportation Agreements and each material Seller's Agreement, Fuel Contract and is not in breach or Non-material Contractdefault under, and has not received notice that it is in breach or default under, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties theretosuch agreement, except for such material breaches of defaults as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create would not have a Material Adverse Effect. (c) Each Seller's Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.12, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, no Transportation Agreement and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each no Seller's Agreement and Fuel Contractinvolving obligations in excess of $500,000 has been modified or otherwise amended or, including any amendmentsother than pursuant to its terms, supplements and modifications theretoterminated, have been provided extended or renewed since the date such agreement was made available to BuyerParent and Buyer for inspection in the data room or otherwise in connection with the transactions contemplated by this Agreement and up to the date hereof.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (ii) agreements entered into in the ordinary course of business that are not material to the Purchased Assets, (iii) the Collective Bargaining Agreement and (iv) Non-material Contractsas set forth in Schedule 5.16 (contracts in (ii), (viii) the Ancillary Agreements and (viiv) being the Excluded "Contracts"), neither the Seller nor RG&E is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the ownership business or operation operations of the Included Assets or provides for Purchased Assets. Copies of the sale of capacity, energy or ancillary services from PalisadesContracts have been made available to the Buyer. (b) Except as set forth on Schedule 4.11(b)Each of the Contracts (i) constitutes a valid and binding obligation of the Seller, there and to the best knowledge of the Seller constitutes a valid and binding obligation of the other parties thereto, (ii) is in full force and effect, and (iii) other than the COIDA Lease/Sublease and the PILOT, may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) There is not, under any Seller's Agreement, Fuel Contract or Non-material Contractof the Contracts, any breach on the part default or event which, with notice or lapse of Sellertime or both, or to the Knowledge of Seller, would constitute a default on the part of any of the parties thereto, except except, such material breaches events of default and other events as to which requisite waivers or consents have been obtained or which do would not, individually or in the aggregate, create a Material Adverse Effect. (cd) Each Seller's Agreement, Fuel Contract If the Site Agreement and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is Interconnection Agreement were in full force and effecteffect between Seller's generation business and the Seller's transmission business on the date of this Agreement, (i) the Seller's generation business would be in material compliance with the terms thereof, and (ii) except as disclosed provided in Schedule 4.3(a)the Interconnection Agreement, may be transferred there is no event or assigned to Buyer at condition that would enable or require the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available transmission business to Buyer.(x) notify the Seller's generation business

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire (i) are listed in SCHEDULE 5.6 or terminateSCHEDULE 5.10, or (ii) have been entered into in which the ordinary course of business and do not involve obligations in excess of Seller will be fully performed$25,000 individually, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, such Seller is not, as of the date of this Agreementhereof, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the ownership Business or operation the Purchased Assets. Except as disclosed in SCHEDULE 5.10, each Assumed Agreement constitutes a valid and binding obligation of such Seller and constitutes a valid and binding obligation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the other parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or assigned resulting in the forfeiture or impairment of any rights thereunder. Except as set forth in SCHEDULE 5.10, no Assumed Agreement has been modified or otherwise amended or, other than pursuant to Buyer at the Closing without consent its terms, terminated, extended or approval renewed. (b) Such Seller is not in material breach of, or default under, any Assumed Agreement, except for any default or defaults of the other parties thereto and (dtype described in Section 365(b)(2) of the Bankruptcy Code. True and complete correct copies of each Seller's Agreement and Fuel Contractthe Assumed Agreements have been delivered to the Buyer, including any amendments, supplements and all amendments or modifications thereto, have been provided . SCHEDULE 5.10 contains a description of all material oral amendments or made available to Buyermodifications of all of the Assumed Agreements which Assumed Agreements involve aggregate obligations on the part of the Seller in excess of $100,000.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, All Contracts existing as of the date of this Agreementhereof are either (a) listed on Schedule 5.7, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract Contracts for the purchase or Non-material Contract, any breach on sale of goods or services entered into in the part ordinary course of Sellerbusiness and not involving a financial obligation in excess of $10,000, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect. (c) licenses for the use of off-the-shelf computer software. Seller has provided to Purchaser true and complete copies of all Contracts listed on Schedule 5.7. The Purchaser shall assume, in an Assignment and Assumption Agreement to be executed at Closing, the following contracts (the "Assumed Contracts"): (a) those contracts identified as Assumed Contracts on Schedule 5.7, (b) Contracts for the purchase or sale of goods or services entered into in the ordinary course of business and not involving a financial obligation in excess of $10,000, or (c) licenses for the use of off-the-shelf computer software. Seller has provided to Purchaser true and complete copies of all Contracts listed on Schedule 5.7. Any Contract not assumed by Purchaser shall be referred to as an "Excluded Contract, including those identified as an Excluded Contract on Schedule 5.7. Each Assumed Contract, is a legal, valid, and binding obligation of the Seller and, to the knowledge of the Seller, the other party or parties to Assumed Contract; and each Assumed Contract is, to the Seller's Agreementknowledge, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect. The Seller has not received any written notice of any announced changes in the policies and practices of any customers or suppliers that has had or would reasonably be expected to have a Material Adverse Effect. The Seller is not in breach or default under any Assumed Contract and, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval knowledge of the Seller, no other party to any Assumed Contract is in breach or default in any respect thereunder, except, in either case, any such breaches that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Assumed Contract will, upon the Closing, remain legal, valid, binding and in full force and effect in accordance with its terms, subject to any required consents which the parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contractmay elect to waive. No Assumed Contract has been assigned or transferred in whole or in part, including or materially amended, modified, impaired or subcontracted in any amendments, supplements and modifications thereto, have been provided or made available to Buyermanner.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are as listed in Schedule 4.9(a5.15(a) and Schedule 4.11(a)(ior 7.10(b), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) for contracts, agreements, personal property leases, licenses, commitments, understandings or instruments under which all rights, benefits, duties and obligations, contingent or otherwise, of any party or beneficiary will expire on or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (viiii) for agreements with suppliers entered into in the Excluded Contracts, Seller is not, as ordinary course of business that in each case (x) do not provide for annual payments of more than $1,000 and (y) are not material to the operation or condition (financial or otherwise) of the date Purchased Assets or the business of this Agreementthe Sellers in connection therewith, the Sellers are not a party to any written contract (including, without limitation, any employment contract), agreement, personal property lease, commitment, understanding or instrument which relates relating to the ownership business or operation operations of the Included Assets or provides for the sale Purchased Assets. Accurate and complete copies of capacity, energy or ancillary services from Palisadesall Sellers' Agreements have been made available to Buyer. (b) Except as disclosed in Schedule 5.15(b), each Sellers' Agreement (i) constitutes a valid and binding obligation of MPS or MNB, and to the knowledge of the Sellers constitutes a valid and binding obligation of the other parties thereto, (ii) is in full force and effect, and no notice of termination has been delivered by any party thereunder, and (iii) may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. Without limitation of the foregoing, (i) no consent of The Perth-Andover Electric Light Commission is required for the valid transfer and assignment to the Buyer of the Agreement between MNB and The Perth-Andover Electric Light Commission dated December 7, 1993 (which became effective on January 2, 1995), and (ii) no consent of any other Owner of the Wyman Station is required for the valid transfer and ass▇▇▇▇▇nt to the Buyer of MPS's right, title and interest in and to the Wyman Agreements and such transfer and assignment will n▇▇ ▇▇ve rise to any right of first refusal in favor of any other such Owner under any of the Wyman Agreements. (c) Except as set forth on Schedule 4.11(bin Sc▇▇▇▇▇e 5.15(c), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contractof the Sellers' Agreements, any breach on the part default or event which, with notice or lapse of Sellertime or both, or to the Knowledge of Seller, would (i) constitute a default on the part of any of the parties thereto, except such material breaches events of default and other events as to which requisite waivers or consents have been obtained or which do would not, individually or in the aggregate, create a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a)would give rise to an automatic termination, may be transferred or assigned to Buyer at the Closing without consent right of discretionary termination, thereof, or approval (iii) would cause the acceleration of any of the other parties thereto and (d) True and complete copies Sellers' obligations or result in the creation of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to BuyerEncumbrance on any of the Purchased Assets.

Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (ii) agreements entered into in the ordinary course of business that are not material to the Purchased Assets, (iii) the Collective Bargaining Agreement and (iv) Non-material Contractsas set forth in Section 5.16 (contracts in (ii), (viii) the Ancillary Agreements and (viiv) being the Excluded "Contracts"), the Seller is not, as of the date of this Agreement, not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the ownership business or operation operations of the Included Assets or provides for Purchased Assets. Copies of the sale of capacity, energy or ancillary services from PalisadesContracts have been available to the Buyer. (b) Except as set forth on Schedule 4.11(b)Each of the Contracts (i) constitutes a valid and binding obligation of the Seller, there and to the best knowledge of the Seller constitutes a valid and binding obligation of the other parties thereto, (ii) is in full force and effect, and (iii) may be transferred to the Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) There is not, under any Seller's Agreement, Fuel Contract or Non-material Contractof the Contracts, any breach on the part default or event which, with notice or lapse of Sellertime or both, or to the Knowledge of Seller, would constitute a default on the part of any of the parties thereto, except except, such material breaches events of default and other events as to which requisite waivers or consents have been obtained or which do would not, individually or in the aggregate, create a Material Adverse Effect. (cd) Each Seller's Agreement, Fuel Contract If the Site Agreement and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is Interconnection Agreement were in full force and effecteffect between Seller's generation business and the Seller's transmission business on the date of this Agreement, (i) the, Seller's generation business would be in material compliance with the terms thereof, and (ii) except as disclosed provided in Schedule 4.3(a)the Interconnection Agreement, may be transferred there is no event or assigned condition that would enable or require the Seller's transmission business to Buyer at (x) notify the Closing without consent or approval Seller's generation business of the other parties thereto and necessity of an addition to or modification of the Interconnection Facilities, as defined in Section 1.10 of the Interconnection Agreement, (dy) True and complete copies of each operate and/or purchase from the Seller's Agreement and Fuel Contractgeneration business any of the equipment or facilities specified in Section 20.0 of the Site Agreement, including any amendments, supplements and modifications thereto, have been or (z) discontinue Interconnection Service as provided or made available to Buyerfor in the Interconnection Agreement.

Certain Contracts and Arrangements. (a) Except for Seller's ’s interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("“Fuel Contracts"”), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades. (b) Except as set forth on Schedule 4.11(b), there is not, under any Seller's ’s Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect. (c) Each Seller's ’s Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's ’s Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.

Certain Contracts and Arrangements. (a) Except for Seller's ’s interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included AssetsPoint Beach Assets (the “Seller’s Agreements”), which are listed in Schedule 4.9(aon Section 3.9(a) and Schedule 4.11(a)(i)Section 3.10(a)(i) of the Seller Disclosure Schedule, (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a complete list of which is included on Section 3.10(a)(ii) of the Seller Disclosure Schedule 4.11(a)(ii) ("the “Fuel Contracts"”), (iii) the Dominion Lease, (iv) the Farmland Leases, (v) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the all obligations of Seller will be fully performed, performed or terminated prior to the Closing Date, (ivvi) Non-material Material Contracts, (vvii) the Ancillary Agreements Agreements, as applicable, and (viviii) software licenses or data licensing contracts used in the Excluded Contractsconduct of the Point Beach Assets, including the NMC Intellectual Property, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates is material to the ownership or operation of the Included Point Beach Assets or provides for the sale of capacity, energy or ancillary services from Palisadesany of the Point Beach Assets (whether or not entered into in the ordinary course of business). (b) Except as set forth on Schedule 4.11(b), there There is not, under any Seller's Agreement, Fuel Contract or Non-material Contractof the agreements listed on Sections 3.10(a)(i) and 3.10(a)(ii) of the Seller Disclosure Schedule, any breach breach, violation or default on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches events of default and other events as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create would not have a Material Adverse Effect. (c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and (d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.