Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”); (ii) contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; (iii) agreements with suppliers entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; (iv) contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate value less than $500,000; and (v) any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company is not a party to any contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its business or operations. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedules, each Company Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth on Section 5.11(c) of the Seller Disclosure Schedules, no event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”); ---------------------------------- Agreements listed in Schedule 5.18 or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; , (iii) for agreements with suppliers suppliers, distributors and sales representatives entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; business, and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) 250,000, in the aggregate, or with annual payments less than $50,000, in the aggregate, neither the Seller nor any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company Seller Subsidiary is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.18, each Company material Seller Agreement listed on Schedule 5.18 constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and shall continue in full force and effect would notthereafter, individually in each case without breaching the terms thereof or resulting in the aggregate, have a Material Adverse Effectforfeiture or impairment of any rights thereunder. (c) Except as set forth on Section 5.11(c) in Schedule 5.18, there is not, under any of the Seller Disclosure SchedulesAgreements listed on Schedule 5.18, no any default or event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under Seller or any Seller Subsidiary, except, with respect to the Seller Agreements only, such events of the Company Agreements, except default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”as listed in Schedule 5.17(a); , (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall will expire prior to the Closing Date; , (iii) for agreements with suppliers entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; (including contracts entered into in connection with the Scheduled Capital Expenditures and the Scheduled Maintenance Expenditures), and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) any agreements which the Company may enter into after the date hereof in compliance 200,000 or with Section 7.1(b)(ix)annual or aggregate payments less than $200,000, the Company Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.17(b), each Company Seller Agreement listed on Schedule 5.17 (a) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.17(c), there is not, under any of Seller Agreements listed on Schedule 5.17(a), any default or event which, with notice or lapse of time or both, would constitute a default on the part of any party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth on Section 5.11(c) of the Seller Disclosure Schedules, no event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”); Agreements listed in Schedule 5.18 or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; , (iii) for agreements with suppliers suppliers, distributors and sales representatives entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; business, and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) 250,000, in the aggregate, or with annual payments less than $50,000, in the aggregate, neither the Seller nor any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company Seller Subsidiary is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b1) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.18, each Company material Seller Agreement listed on Schedule 5.18 constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and shall continue in full force and effect would notthereafter, individually in each case without breaching the terms thereof or resulting in the aggregate, have a Material Adverse Effectforfeiture or impairment of any rights thereunder. (c2) Except as set forth on Section 5.11(c) in Schedule 5.18, there is not, under any of the Seller Disclosure SchedulesAgreements listed on Schedule 5.18, no any default or event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under Seller or any Seller Subsidiary, except, with respect to the Seller Agreements only, such events of the Company Agreements, except default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(aSeller ---------------------------------- Agreements listed in Schedule 5.17(a) of the Seller Disclosure Schedules (the “Company Agreements”); or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; , (iii) for agreements with suppliers suppliers, distributors and sales representatives entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; business, and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) any agreements which 250,000 or with annual payments less than $50,000 the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.17(b), each Company material Seller Agreement listed on Schedule 5.17 (a) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and shall continue in full force and effect would notthereafter, individually in each case without breaching the terms thereof or resulting in the aggregate, have a Material Adverse Effectforfeiture or impairment of any rights thereunder. (c) Except as set forth on Section 5.11(c) in Schedule 5.17(c), there is not, under any of the Seller Disclosure SchedulesAgreements listed on Schedule 5.17(a), no any default or event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any Seller, except, with respect to the Seller Agreements only, such events of the Company Agreements, except default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for as set forth on Schedule 4.7(a), Seller, with respect to the Business, is not a party to or bound by any written or oral (i) contract, agreement or commitment providing for the agreements set forth on Section 5.11(a) purchase or sale of the Seller Disclosure Schedules assets with an aggregate purchase price in excess of Twenty-Five Thousand Dollars (the “Company Agreements”$25,000); (ii) contractsagreement, agreements, personal property leases, commitments, understandings contract or instruments which shall expire prior commitment relating to the Closing Datecapital expenditures in excess of Twenty-Five Thousand Dollars ($25,000); (iii) agreements with suppliers entered into in license, whether as licensor or licensee, of any invention (whether patented or not), trade secret, know-how, copyright, trademark or trade name or other intellectual property material to the ordinary course of business that individually involve annual payment obligations of less than $500,000Business; (iv) contractslease or sublease as lessee or lessor of, agreementsor option relating to, personal property leases, commitments, understandings or instruments with an aggregate value less than $500,000real estate; and (v) any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company is not a party to any contract, agreement, lease as lessee or lessor of personal property lease, commitment, understanding with aggregate lease payments in excess of Twenty-Five Thousand Dollars ($25,000); (vi) capitalized lease or instrument which imposes on sale-leaseback agreement; (vii) royalty agreement providing for payments to or from the Company any material obligation Seller in excess of Twenty-Five Thousand Dollars ($25,000); or restriction (viii) other contract or that, disregarding agreement providing for payments to or from the foregoing clause Seller in excess of Fifty Thousand Dollars (ii$50,000), is material to its business or operations. (b) . Except as set forth on Section 5.11(b) of the Seller Disclosure SchedulesSchedule 4.7(b), each Company Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, and agreement or arrangement set forth on Schedule 4.7(a) is in full force and effecteffect and is legal, valid and binding and enforceable against each other person or party to such agreement or arrangement, except where the failure to be in full force and effect would not, individually or not result in the aggregate, have a Material Adverse Effect. (c) . Except as set forth on Section 5.11(c) of the Seller Disclosure SchedulesSchedule 4.7(c), no event has occurred whichneither Seller, with notice nor to Seller’s knowledge, any other party to any such agreement or lapse of time arrangement set forth in Schedule 4.7(a), is in breach thereof or both, would constitute a default thereunder except where such breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or not result in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) . Except as set forth on Section 5.11(e) Schedule 4.7(d), Seller has delivered to Buyer true, correct and complete copies of each of such written agreement or arrangement set forth in Schedule 4.7(a). The principal business terms of the Missing Service Contracts listed on Schedule 4.7(d) are set forth in each respective insertion order provided by Seller Disclosure Schedulesto Buyer, each such Missing Service Contract will be assigned to Buyer at Closing in accordance with the Company terms of this Agreement and any service agreement in respect of any such Missing Service Contract is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant on terms substantially similar to which the consummation service agreements in respect of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company service agreements for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise Assumed Contracts that are (and following the Closing will be) directly enforceable by the Companynot Missing Service Contracts.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a---------------------------------- Seller Agreements listed in Schedule 5.17(a) of the Seller Disclosure Schedules (the “Company Agreements”); or any other Schedule hereto, (ii) contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; , (iii) non-material agreements with suppliers suppliers, distributors and sales representatives entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; business, and (iv) contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) any agreements which 250,000 or with annual payments less than $50,000 the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.17(b), each Company material Seller Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and shall continue in full force and effect would notthereafter, individually in each case without breaching the terms thereof or resulting in the aggregate, have a Material Adverse Effectforfeiture or impairment of any rights thereunder. (c) Except as set forth on Section 5.11(c) in Schedule 5.17(c), there is not, under any of the Seller Disclosure SchedulesAgreements, no any default or event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any Seller, except, with respect to the Seller Agreements only, such events of the Company Agreements, except default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) . Except as set forth on Section 5.11(e) in Schedule 5.17(c), Seller has not received written or other notice of the a default concerning a Seller Disclosure SchedulesAgreement, the Company is not nor has Seller received any written or other notice that a party to, intends to cancel or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to terminate a right of any Person to purchase any property or asset of the CompanySeller Agreement. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”as listed in Schedule 5.17(a); , (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall will expire prior to the Closing Date; , (iii) for agreements with suppliers entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; (including contracts entered into in connection with the Scheduled Capital Expenditures and the Scheduled Maintenance Expenditures), and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) any agreements which the Company may enter into after the date hereof in compliance 200,000 or with Section 7.1(b)(ix)annual or aggregate payments less than $200,000, the Company neither Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.17(b), each Company Sellers Agreement listed on Schedule 5.17 (a) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 5.17(c), there is not, under any of the Sellers Agreements listed on Schedule 5.17(a), any default or event which, with notice or lapse of time or both, would constitute a default on the part of any party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth on Section 5.11(c) of the Seller Disclosure Schedules, no event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”); (ii) contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; (iii) agreements with suppliers entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; (iv) contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate value less than $500,000; and (v) any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company is not a party to any contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its business or operations. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedules, each Company Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth on Section 5.11(c) of the Seller Disclosure Schedules, no event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas power or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.

Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of for the Seller Disclosure Schedules (the “Company Agreements”); ---------------------------------- Agreements listed in Schedule 5.17(a) or any other Schedule hereto, (ii) for contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; , (iii) for non-material agreements with suppliers suppliers, distributors and sales representatives entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; business, and (iv) for contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate a value less than $500,000; and (v) any agreements which 250,000 or with annual payments less than $50,000 the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company Seller is not a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its the business or operationsoperations of the Purchased Assets. (b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedulesdisclosed in Schedule 5.17(b), each Company material Seller Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, parties thereto and is in full force and effect, except where effect and may be transferred to the failure Buyer pursuant to be this Agreement and shall continue in full force and effect would notthereafter, individually in each case without breaching the terms thereof or resulting in the aggregate, have a Material Adverse Effectforfeiture or impairment of any rights thereunder. (c) Except as set forth on Section 5.11(c) in Schedule 5.17(c), there is not, under any of the Seller Disclosure SchedulesAgreements, no any default or event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any Seller, except, with respect to the Seller Agreements only, such events of the Company Agreements, except default and other events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects. (e) . Except as set forth on Section 5.11(e) in Schedule 5.17(c), Seller has not received written or other notice of the a default concerning a Seller Disclosure SchedulesAgreement, the Company is not nor has Seller received any written or other notice that a party to, intends to cancel or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to terminate a right of any Person to purchase any property or asset of the CompanySeller Agreement. (f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, (i) have been approved by or otherwise satisfy all requirements of the NHPUC and (ii) except as set forth on Section 5.11(f) of the Seller Disclosure Schedules, were entered into in the name of the Company or otherwise are (and following the Closing will be) directly enforceable by the Company.