Common use of Conditions to Consummation of the Transactions Clause in Contracts

Conditions to Consummation of the Transactions. 37 Section 7.1 Conditions to the Obligations of Buyer and Seller 37 Section 7.2 Other Conditions to the Obligations of Buyer 38 Section 7.3 Other Conditions to the Obligations of Seller 39 Section 7.4 Frustration of Closing Conditions 39 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER 39 Section 8.1 Termination 39 Section 8.2 40 Section 8.3 Effect of Termination 41 ARTICLE IX INDEMNIFICATION. 42 Section 9.1 Survival 42 Section 9.2 Indemnification by Seller 42 Section 9.3 Third Party Claim Indemnification Procedures 43 Section 9.4 Limitations 44 Section 9.5 Adjustment to Losses 44 Section 9.6 Characterization of Indemnification Payments 45 Section 9.7 Mitigation 45 Section 9.8 Exclusive Remedy 45 ARTICLE X MISCELLANEOUS 46 Section 10.1 Entire Agreement 46 Section 10.2 Assignment 46 Section 10.3 Notices 46 Section 10.4 Fees and Expenses 47 Section 10.5 Construction; Interpretation 47 Section 10.6 Exhibits and Schedules 47 Section 10.7 No Third Party Beneficiaries 48 Section 10.8 Severability 48 Section 10.9 Counterparts; Signatures 48 Section 10.10 Knowledge 48 Section 10.11 Mutual Release. 48 Section 10.12 Legal Representation 49 Section 10.13 Governing Law 50 Section 10.14 Jurisdiction and Venue 50 Section 10.15 WAIVER OF JURY TRIAL 50 Section 10.16 Remedies 51 Section 10.17 Confidentiality 51 Section 10.18 Amendment 52 Section 10.19 Extension; Waiver 52 Section 10.20 No Buyer Shareholder Liability 52 Section 10.21 Seller Guarantee 53 A Form of Joinder This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 1, 2017, is made by and among Macquarie Utilities Holdings, GP, a Delaware general partnership (“Seller”), Eversource Energy, a Massachusetts voluntary association (“Buyer”), and, solely for the purpose of Section 10.21, Macquarie Infrastructure Partners International, L.P., a Delaware limited partnership, Macquarie Infrastructure Partners A, L.P., a Delaware limited partnership, and Macquarie Infrastructure Partners Canada L.P., a limited partnership formed in Ontario, Canada (each a “Seller Guarantor” and collectively the “Seller Guarantors”). Seller and Buyer shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

Conditions to Consummation of the Transactions. 37 93 Section 7.1 6.1 Conditions to the Obligations of Buyer and Seller 37 the Parties 93 Section 7.2 6.2 Other Conditions to the Obligations of Buyer 38 the SPAC Parties 94 Section 7.3 6.3 Other Conditions to the Obligations of Seller 39 the Company 95 Section 7.4 6.4 Frustration of Closing Conditions 39 96 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER 39 7 TERMINATION 97 Section 8.1 7.1 Termination 39 97 Section 8.2 40 Section 8.3 7.2 Effect of Termination 41 98 ARTICLE IX INDEMNIFICATION. 42 8 MISCELLANEOUS 98 Section 9.1 8.1 Non-Survival 42 98 Section 9.2 Indemnification by Seller 42 8.2 Entire Agreement; Assignment 99 Section 9.3 Third Party Claim Indemnification Procedures 43 8.3 Amendment 99 Section 9.4 Limitations 44 8.4 Notices 99 Section 9.5 Adjustment to Losses 44 8.5 Governing Law 100 Section 9.6 Characterization of Indemnification Payments 45 Section 9.7 Mitigation 45 Section 9.8 Exclusive Remedy 45 ARTICLE X MISCELLANEOUS 46 Section 10.1 Entire Agreement 46 Section 10.2 Assignment 46 Section 10.3 Notices 46 Section 10.4 8.6 Fees and Expenses 47 100 Section 10.5 8.7 Construction; Interpretation 47 101 Section 10.6 8.8 Exhibits and Schedules 47 101 Section 10.7 No Third Party Beneficiaries 48 8.9 Parties in Interest 101 Section 10.8 8.10 Severability 48 102 Section 10.9 8.11 Counterparts; Electronic Signatures 48 102 Section 10.10 8.12 Knowledge 48 of Company; Knowledge of SPAC 102 Section 10.11 Mutual Release. 48 8.13 No Recourse 102 Section 10.12 Legal Representation 49 Section 10.13 Governing Law 50 Section 10.14 Jurisdiction and Venue 50 Section 10.15 WAIVER OF JURY TRIAL 50 Section 10.16 Remedies 51 Section 10.17 Confidentiality 51 Section 10.18 Amendment 52 Section 10.19 8.14 Extension; Waiver 52 103 Section 10.20 No Buyer Shareholder Liability 52 8.15 Waiver of Jury Trial 103 Section 10.21 Seller Guarantee 53 8.16 Submission to Jurisdiction 104 Section 8.17 Remedies 104 Section 8.18 Trust Account Waiver 105 Section 8.19 Conflicts and Privilege 106 Annex I Company Supporting Shareholders Exhibit A Form of Joinder Sponsor Support Agreement Exhibit B Form of Transaction Support Agreement Exhibit C Form of Lock-Up Agreement This PURCHASE AND SALE BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of June 1, 2017August 16 2024, is made by and among Macquarie Utilities HoldingsAlphaVest Acquisition Corp., GP, a Delaware general partnership an exempted company incorporated in the Cayman Islands with limited liability (“SellerSPAC”), Eversource EnergyAV Merger Sub, a Massachusetts voluntary association Washington corporation (“BuyerMerger Sub”), and, solely for the purpose of Section 10.21, Macquarie Infrastructure Partners International, L.P.and AMC Corporation, a Delaware limited partnership, Macquarie Infrastructure Partners A, L.P., a Delaware limited partnership, and Macquarie Infrastructure Partners Canada L.P., a limited partnership formed in Ontario, Canada Washington corporation (each a the “Seller GuarantorCompany” and collectively the “Seller Guarantors”). Seller with SPAC and Buyer shall be referred to herein from time to time collectively as Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.