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Home My WebLink AboutDAQ-2024-009317 DAQE-GN147880008-24 {{$d1 }} Katie Brown Wexpro Company 915 North Eldridge Parkway, Suite 1100 Houston, TX 77079 Katherine.V.Brown@dominionenergy.com Dear Ms. Brown: RE: Notification of Company Name and Ownership Change for Approval Order DAQE-AN147880007-23, dated July 31, 2023 Project Number: N147880008 The Utah Division of Air Quality (DAQ) has received your request on June 26, 2024, for a name and ownership change for the holder of the above-referenced Approval Order (AO) and the Permit by Rule (PBR) sources listed in Appendix A. According to your request, we have noted in our records that the parent company of the holder and party responsible for complying with the terms and conditions contained in the above-referenced AO has been changed to “Enbridge Holdings, Incorporated.” The company name will remain “Wexpro Company.” This change took effect on the date of this letter. As authorized by the Utah Legislature, the fee for issuing this name change is a one-time filing fee in addition to the actual time spent by the review engineer and all other staff on the project. Payment should be sent to DAQ upon receipt of the invoice. If you have any questions, please contact Lucia Mason, who may be reached at (385) 707-7669 or lbmason@utah.gov. Sincerely, Bryce C. Bird Director {{$s }} Alan D. Humpherys, Manager New Source Review Section BCB:ADH:LM:jg {{#d1=date1_es_:signer1:date:format(date, "mmmm d, yyyy")}} {{#s=Sig_es_:signer1:signature}} 195 North 1950 West • Salt Lake City, UT Mailing Address: P.O. Box 144820 • Salt Lake City, UT 84114-4820 Telephone (801) 536-4000 • Fax (801) 536-4099 • T.D.D. (801) 903-3978 www.deq.utah.gov Printed on 100% recycled paper State of Utah SPENCER J. COX Governor DEIDRE HENDERSON Lieutenant Governor Department of Environmental Quality Kimberly D. Shelley Executive Director DIVISION OF AIR QUALITY Bryce C. Bird Director July 18, 2024 DAQE-GN147880008-24 Page 2 Appendix A The parent company of the PBR sources listed below has been transferred to “Enbridge Holdings, Incorporated” Source Name Site ID Clay Basin 12 2095 Clay Basin 13 2103 Clay Basin 14 2104 Clay Basin 15 2105 Clay Basin 16 2106 Clay Basin 17 2107 Clay Basin 19 2063 Clay Basin 20 2064 Clay Basin 22 2065 Clay Basin 23 2066 Clay Basin 61 2067 Clay Basin 62 2068 Clay Basin 7 2062 Clay Basin 8 2073 Clay Basin 9 2084 &xemoee June20,2024 BY U.S. CERTIFIED MAIL UTAH DEPARTMENT OF ENVIBONMENTAL OI,ATJTY JUi',i ? 6 ?a24 DIVISION OF AIR QUALTTY Wexpro Company 333 South State Street Salt Lake City, Utah 8411 1 United States State of Utah Division of Air Quality Attn: NSR - Ownership/Name Change Notification 195 North 1950 West PO Box 144820 Salt Lake City, Utah 84114-4820 RE: Wexpro Companv Transfer of Ownershlp Notification To whom it may concern: On June 1st,2024, Enbridge Holdings, lnc. acquired Wexpro Company from Dominion FL"rgy, lnc. wexpro company is continuing to do businebs as wdxpro company follo_win_g the -sale. To reflect the change of ownership, Wexpro Company is suUmitting notification of the transfer for its facilities located in Daggett bounty. ' - This submittal includes the following attachments. ' ownership change/company Name change Notification Formo fl comprehensive table including Approval Order and registered facilities Dominion lnergy is subm,itting this report on behalf of Enbridge, lnc. during a transitional_support period. lf you should have any questions, please contict Katie Brown at 804-201-8531 or at katherine.v. brown@domi n ionenerqv.com. Sincerely, lrtttuLu] L. Barry Goodrich Manager, Air E,NV!EoNMENIALQUALtw Utah Division of Air Quality New source Review Section Ownership Change/Company Name Change Notification i . \ /I '- I,.)N OF AIR OUAL]TYThefollowinginformationisnecessarybeforetheDivisionwillbeabletomakethename- change you have requested. Please return this document within 30 days of receipt. Please be aware that all records associated with this company will change to the new name unless you specifically indicate otherwise. The fee assessed for making these changes is authorized by the legislature for thl actual time sient by the reviewer. Note: If this name change is the result of a sale or acquisition, both the buver & the seller must sisn this document as proofofthe closure ofthe agreement. Reason for Ownership Change/Company Name Change Acquisition present 6yn.1 Enbridge Holdings, lE previous owner Dominion Energy, lnc. 4tc,u*06/2012024 4.1**0612012024 Signature Brady Rasmussen Name (please print) VP & GM Wexpro Company I lile Katie Brown Uontact Name (Please print) slgnature Brady Rasmussen Name (prease prmt) VP & GM Wexpro Company Return this form to: State of Utah Division of Air Quality {tt_n _NSf. : Qwnersh ipA.{ame Change Notifi cation 195 North 1950 West - PO Box 144820 Salt Lake Ciry, Utah B4tt4-4820 r 804 r 201 - 8531 Phone Number Kathe ri n e. v. b rown @d om i n io ne rp E-mall SECTIONFoms\Nme Chmge.doc Revised 5/16/l I Wexpro Company 915 N. Eldridge Parkway, Suite 1 100 Houston, TX77079 A Approval Order # (DAQE-ANxxxxxxxxxx-xx)Site Name & Address (for each Approval Order) DAQE-AN 147880007-23 Clay Basin Compressor Station, NWSW SEC 16 T3N, R24E See attached for other registered sources 3r.:^11..^ltpl*as an authorized representative ofrhe co.Tp?ny^, acknowledges that the above information is correct,and requests that the company name change be made in all Air Quality recorEs. Facitity lnformation Addenduml FacilitvSource Name Site l.D. Location Latitude Lonqitude Ctay Basin 12 2095 40.9815 -109.1903 Ctay Basin 13 2703 40.9854 -109.2151 Ctay Basin 14 2704 40.9804 -109.236€ Ctay Basin 15 2705 40.9762 -109.176S Ctay Basin 16 2706 40.9699 -109.1613 Ctay Basin 17 2707 40.9736 -109.190C Ctay Basin 19 2063 40.9922 -709.2228 Clay Basin 20 2064 40.9896 -109.1986 Ctay Basin 22 206s 40.99s7 -109.2085 Otav Basin 23 2066 40.9707 -109.1756 3tay Basin 61 2067 40.9811 -709.2238 Stay Basin 62 2068 40.9756 -709.2041 Ctay Basin 7 2062 40.9765 -109.2153 Ctay Basin 8 2073 40.9875 -709.247s Ctay Basin 9 2084 40.9946 -109.1959 1 - Sources are registered as oitand gas sources in UDAe's Registration Database Execution Version PURCHASE AND SALE AGREEMENT dated as of September 5,2023 by and between DOMINION ENERGY, INC., as Seller, and ENBRIDGE QUAIL HOLDINGS, LLC, as Buyer 4872-5374-5001 v.3l TABLE OF CONTENTS Page ARTICLE I CERTATN DEFINITIONS................ ....."......... 1 Section 1.1 Definitions .'............'..""" I Section 1.2 Terms Generally. .....""' 16 ARTICLE II PURCHASE AND SALE OF INTERESTS........... ...."....17 Section 2.1 Purchase and Sale of the Interests... ...........'...' 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER... .......,,.21 Section 3.1 Organization, Standing and Corporate Power ........."""'21 Section 3.2 Capitalization..'......... ........""""""'21 Section 3.3 Authority; Non-contravention ..""'22 Section 3.4 Governmental Approvals........... .-.-.....-...""""23 Section 3.5 Financial Statements .........""""""'23 Section 3.6 Absence of Certain Changes """""24 Section 3.7 Legal Proceedings...'.........'.. """""24 Section 3.8 Compliance With Laws; Permits..... """""""'24 Section 3.9 Tax Matters.............. .........""""""'24 Section 3.10 ERISA """26 Section 3.11 Environmental Matters.............. .........""""""' 28 Section 3.12 Intellectual Property. ........."""""'29 Section 3.13 Material Contracts. ""' 30 Section 3.14 Labor....... .........."""""" 30 Section 3.15 Brokers and Other Advisors """"" 3l Section 3.16 Property ""' 31 Section 3.17 Insurance ........."""""' 31 Section 3.18 Sufficiency of Assets'.. ......."""""" 31 Section 3.19 No Other Representations and warranties................ ......31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER..... ...,..,,.32 Section 4.1 Organization, Standing and Limited Liability Company Power ......32 Section 4.2 Authority; Non-contravention """32 Section 4.3 Governmental Approvals........... ........""""""' 33 Section 4.4 Brokers and Other Advisors """"' 33 TABLE OF CONTENTS (continued) Page Section 4.5 Sufficient Funds; Financing ........... 33 Section 4.6 Legal Proceedings................ ...........35 Section 4.7 No Conflicting Contracts............ ......................35 Section 4.8 Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business plans ...........35 Section 4.9 Investment .....................35 Section 4.10 Expertise .....36 Section 4.11 Independent Investigation.......... ......................36 Section 4.12 No Other Representations and Warranties................ .......36 ARTICLE V ACCESS; ADDITIONAL AGREEMENTS ...................... 36 section 5.1 Access to Information; continuing Disclosure ..................36 Section 5.2 Approvals and Other Actions .........37 Section 5.3 Certain Tax Matters.............. .........41 Section 5.4 Conduct of Business of the Sale Entities.............. ..............4g Section 5.5 Notice of Changes ......... 5l Section 5.6 Employee Matters ........52 Section5.T ExcludedAssetsandRetainedLiabilities.............. ............57 Section 5.8 Affiliate Transactions.............. ....... 59 section 5.9 Name of the sale Entities; Marked Materiars ...................59 Section 5.10 Files and Records; Confidentialify.......... ....... 60 Section 5.11 Insurance ......................61 Section 5.12 Non-Solicit ................ ......................62 Section 5.13 Financing Cooperation ................ ......................62 Section 5.14 Debt Financing........... ..................... 66 Section 5.15 Transition Services Agreement ......67 Section 5.16 Intellectual Property Assignment and License............... .....................67 ARTICLE VI CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS..........................68 Section 6.1 No Injunction............. .....................6g Section 6.2 Representations and Warranties................ ....................... 6g Section 6.3 Performance.............. .....................69 Section 6.4 Required Regulatory Approvals ......................69 -ll- TABLE OF CONTENTS (continued) Page Section 6.5 Absence of Material Adverse Effect........ """"69 Section 6.6 No Burdensome Condition.....'...' """""""""" 69 Section 6.7 Officer's Certificate ""' 69 ARTICLE VII CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS ....,69 Section 7.1. No Injunction............. """""""""" 69 Section 7.2 Representations and Warranties...............' ""' 69 Section 7.3 Performance.......'...... ".... ........"' """"""""""' 70 Section 7.4 Required Regulatory Approvals """"""""""" 70 Section 7.5 Officer's Certificate """"""""""" 70 ARTICLE VIII CLOSING .......... ."..............."' 70 Section 8.1 Time and Place of Closing. """"""70 Section 8.2 Deliveries. """"""""""' 70 ARTICLE Ix TERMINATION...... ................."71 Section 9.1 Methods of Termination........... """71 Section 9.2 Effect of Termination ........... """"'72 ARTICLE X INDEMNIFICATION .............,,,..74 Section 10.1 Indemnification......... """"""""""'74 Section 10.2 Procedure for Indemnification """74 Section 10.3 Survival """'75 Section 10.4 Exclusivity """"""""""75 Section 10.5 Limitation of Claims; Mitigation """"""""""76 Section 10.6 Tax Treatment of Indemnity Payments. """"' 78 Section 10.7 Waiver; Disclaimer ""'78 ARTICLE XI MISCELLANEOUS ,...........,.,,,,79 Section 11.1 Amendment and Modification """79 Section 11.2 Waiver of Compliance ............ """ 80 Section 11.3 Notices """" 80 Section 11.4 Binding Nature; Assignment.....'.'......." """""' 81 Section 11.5 Entire Agreement """" 8l Section 11.6 Expenses.. """""""""" 82 Section 11.7 Press Releases and Announcementsl Disclosure ..."""""' 82 -llt- TABLE OF CONTENTS (continued) Page Section 11.8 Acknowledgment....... ..................... g2 Section 11.9 No Third-Party Beneficiaries....... .................... g3 Section 11.10 Governing Law; Jurisdiction ......... g3 Section 11.11 WAI\rER OF JURY TRIAL..... ...... 83 Section 11.12 No Joint Venture............ ................. g3 Section 11.13 Severability ................... g3 Section 11.14 Counterparts ................. g3 Section 11.15 Specific Enforcement........ .............. g4 Section 11.16 SellerRelease.. .............. g4 Section ll.lTLegal Representation ...................... g4 Section ll.l8Financing Provisions........... ........... g5 -lv- SCHEDULES Schedule 1.1(b)Business Emplovees Schedule 1.1(c)Comoanv Subsidiaries Schedule 1.1(d)FCC Licenses Schedule l.l(e)Internal Reorganization Schedule 1.1(fl Seller's Knowledge Schedule 1.1(e)S isnifi cant Subsidiaries Schedule 1.1ft)State Regulatory Approvals Schedule 1.1(i)Tarset Indebtedness Schedule l.l(i)TSA Support Employees Schedule l.l&)Accounts Excluded from Working Capital Schedule 2.1ft)(ii)Workins Capital Adiustment Amount Schedule 2.1(b\(v)Tarset Caoital Expenditures Schedule 3.2(a\Canitalization Schedule 3.4 Other Regulatory Approvals Schedule 3.5(c)Financial Statements Schedule 3.5(d)Indebtedness Schedule 3.7 Leqal Proceedings Schedule 3.10(a)Employee Plans Schedule 3.10(s)VEBAs Schedule 3.10(h)Welfare Plan Excepttons Schedule 3.1 1(a)Compliance with Environmental Laws Schedule 3.13 Material Contracts Schedule 3.14(a)Collective Bargaining Schedule 3.14(d)Stock and Pension Information Schedule 3.14(e)Certain Business Employee Agreements Schedule 3.18 Sufficiency of Assets Schedule 5.2(b)Third-Partv Consents Schedule 5.4(a)Conduct of Business Schedule 5.6ft)Primary Work Locations Schedule 5.6(e)Severance Benefits Schedule 5.6(fl Retention Agreements Schedule 5.7(aXiv)Excluded Contracts Schedule 5.7(cXiii Retained Liabilities Schedule 5.8(c)Suooort Oblieations Schedule 5.16(a)Assiened Marks EXHIBITS Exhibit A Form of Assignment of Membership Interests Exhibit B Form of Transition Services Agteement Exhibit C illustratire Calculation of Preliminary Post-Closi4g Jqyrngll{mgu$ Exhibit D Buver Parent GuarantY -v- PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreemenl"), dated as of September 5,2023 (the "Effective Dole"), is made by and between Dominion Energy, Inc. a Virginia corporation ("Seller"), and Enbridge Quail Holdings, LLC, a Delaware limited liability.ornpary (,,Buyer,,). RECITALS WHEREAS, Seller owns all of the membership interests of Fall West Holdco LLC, a Delaware I imited I iabil ity company (the,, C o mp ony,,) ; WHEREAS, prior to the Closing, as a result of the Internal Reorganization, the Companywill own, directly or indirectly, all of the issued and outstanding shaies of capital stock ani membership interests, as applicable, in the Company Subsidiaries; WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in and to all of the membership interests in the Company (the,,Interests,,); and WHEREAS, concurrently with the execution of this Agreement, as a material inducementto Seller's willingness to enter into this Agreement and consummate the Contemplated Transactions (as defined below), Enbridge Inc., a Canadian corporation ("Buyer parent,),issued a guaranty for the benefit of Seller in the form attached hereto as Exhibit D (the,,Buyer parent Guoranty"), pursuant to which Buyer Parent guarantees to Seller all obligations of Buyer under this Agreement upon the terms and conditions set forth therein. NOW, THEREFORE, in consideration of the premises and the agreements in this Agreement, and for other good and valuable consideration, the receipt and suificiency of which are hereby acknowledged, intending to be legally bound, the Parties hireby agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions. For the purposes of this Agreement, the following words and phrases shall have the following meanings: "Action" means any claim, action, suit or proceeding (including any arbitration proceeding) by or before any Governmental Authority. "Adverse Consequences" means, subject to Section 10.5(f)_and Section 10.50), all actual losses, damages, penalties, awards, fines, costs (including court costs and invesiigative and remedial costs), amounts paid in settlement, liabilities, obligations, Taxes, Liens, fees and expenses (including reasonable and documented attorneys' and accountants'fees). o'Advisors" has the meaning set forth in Section I 1.8. "Af/iliate" means any Person in control or under control of, or under common control with, another Person. For purposes of the foregoing, "control," with respect to any Person, means the possession, directly or indirectly, of the power to direct or caLlse the direction of the management and policies of such Person, whether through ownership of voting securities or by Contract or otherwise. "Afliliated Group" means any affiliated group within the meaning of Code section 150a(a) filing a consolidated federal Income Tax Return or any similar group filing a consolidated, combined, unitary or similar Tax Return under a comparable provision of state, local or non-U.S. Law. "Agreement" has the meaning set forth in the first paragraph of this Agreement. "Allocation" has the meaning set forth in Section 2.2(a)' "Allocation Statement" has the meaning set forth in Section 2.2(a). ,,Alternative Financing" has the meaning set forth in Section 5.14(b). "Ancillary Agreements" means, collectively, the Transition Services Agreement, the Assignment of Membership Interests, and each other certificate or document delivered by Seller or Buyer pursuant to this Agreement. "Antitrust Luws" means the Sherman Antitrust Act of 1890, the Clayton Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. "Assigned Marks" means those trademarks set forth on Schedule 5.16(a). including any common law rights and goodwill represented by or connected with such trademarks, any applications and registrations thereof and any renewal rights therein. "Assignment of Membership Interesl.s" means the Assignment of Membership lnterests to be dated ai of the -losing Date and executed by Seller and Buyer, substantially in the form attached hereto as Exhibit A. "Assumed Pension Obligutions" has the meaning set forth in Section 5.6(h). "Assumed Retiree Welfure Obligations" has the meaning set forth in Section 5.6(i). "Balfince Sheet Date" has the meaning set forth in Section 3.5(b). ,'Bankruptcy and Equity Exception" has the meaning set forth in Section 3.3ft). "Base Purchase Price" has the meaning set forth in Section 2' I (b)(i). "Basket Amount" has the meaning set forth in Section 10.5(b). "Burdensome Condition" means any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions (including any Remedial Actions): that (a) individually or in the aggregate, would have or would reasonably be expected to have a material adverse effeci on the business, results of operations or financial condition of Buyer and the Sale Entities, taken as a whole; (b) other than any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions (including any Remedial Actions) contemplated by clause (a) or clause (c), individually or in the aggregate, would or would reasonably be expected to be material and adverse to Buyer and its Affiliates taken as a whole; provided, however, that for this purpose Buyer and its Afflrliaies shall be deemed to be the size and scale of a hypothetical company that is the size and scale of the Sale Entities, taken as a whole, as of immediately prior to the Effective Date; or (c) individually or in the aggregate, would or would reasonably be expected to have a material adverse effect on Buyer and its Affiliates (assuming for this purpose Buyer and its Affiliates shall be deemed to be the size and scale of a hypothetical company that is the size and scale of the Sale Entities, taken as a whole, as of immediately prior to the Effective Date), related to the ownership and operation (including the financial health) of the Sale Entities, taken as a whole, after ihe Clo.ing; o. (d) requires the holding separate, license, sale or divestiture of any assets, categories of assets, businesses or portions of any business of Buyer or its Affiliates (not including the Sale Entities). "Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banking institutions in New York, New York are authorized or requi..d by Law or executive order to be closed. "Business Employees" means (a) all Sale Entity Employees, (b) all TSA Support Employees and (c) all those individuals serving in the positions generally described on Schedule I .1(b) in support of the Sale Entities, in each case and as more fuily detaiied in a Business Employee listing separately provided to Buyer. Individuals who are otherwise Business Employees but who on the Closing Date are not actively at work due to a leave of absence covered by the Family and Medical Leave Act, or due to any other authorized leave of absence, other than those employees receiving long-term disability benefits, shall nevertheless be considered and treated as Business Employees. Individuals who have notified Seller of their impending retirement but r'vho do not retire until on or after the Closing Date, and individuals receiving long-term disability benefits shall not be considered and treated as Business Employees. "BuyeF" has the rreaning set forth in the first paragraph of this Agreement. "Buyer rndemnified Parties" has the meaning set forth in Section l0.l(a). "Bttyer Material Adverse Effict" means any circumstance, change, event, occurrence or effect which would, individually or in the aggregate, prevent, or material[, and adversely impede the ability of Buyer to consummate, the contemplated Transactions. "Buyer Parenl" has the meaning set forth in the Recitals. "Buyer Parent Guaranfi)" has the meaning set forth in the Recitals. "Buyer Pension Plan" has the meaning set forth in Section 5.6(h). "Buyer Pension Trust" has the meaning set forth in Section 5.6(h). "Buyer Retiree Welfare Plan" has the meaning set forth in Section 5.6(i). "Buyer Return" has the meaning set forth in Section 5.3GXii). "Cctp" has the meaning set forth in Section 10.5(a). "Capital Expenditure Adiustment Amount" has the meaning set forth in Section 2.1(b)(iv). o'Casfu" means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. "Cash Adjustment Amount" has the meaning set forth in Section 2.1(bXiii). "CFI(JS' means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency' *CFIUS Clearance" means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received r,vritten notice from CFIUS that the Contemplated Transactions are not a o'covered transaction" within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if CFIUS has sent a report to the President of the United States (the "Presidenf") requesting the President's decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. "CFIUS Notice" means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. $ 800.501 . "CFI(JS Regulation^s" means Section 721 of Title VII of the Defense Production Act of 19s0 (s0 u.s.c. $ 4s6s). o'Closing" has the meaning set forth in Section 8.1. "Closing Date" has the meaning set forth in Section 8.1. "COBRA" has the meaning set forth in Section 5.6(t). "Code" means the Internal Revenue Code of 1986. "Common Parent" has the meaning ascribed to such term in Section 150a(a) of the Code and the Treasury Regulations promulgated thereunder. "Communications Plan" has the meaning set forth in Section I 1.7. "Company" has the meaning set forth in the Recitals. "Company Subsidiaries" means the entities set forth on Schedule 1.1(c). "ConJidential Communications" has the meaning set forth in Section I 1.17. "conJidential Information" has the meaning set forth in Section 5.10(b). "conJidentiality Agreement" hasthe meaning set forth in section 5.1. "Consolidated Tax Return" means any Tax Return with respect to any United States federal, state, local or foreign Income Taxes that are paid on an affrliated, consolidated, combined, unitary or similar group basis. "Contemplated Transuctions" means the transactions contemplated by this Agreement and the Ancillary Agreements. "continuution Periot'has the meaning set forth in Section 5.6(b). 'oContracl" means a contract, note, bond, mortgage, deed of trust, indenture, lease, instrument or other agreement that is legally binding. "Debt commitment Lefier" has the meaning set forth in Section 4.5(a). "Definitive Agreements" has the meaning set forth in Section 5.14(a). "Dominion Marks" has the meaning set forth in Section 5.7(axi). "Dominion Credit Agreement" means that certain Credit Agreement, dated as of June 9, 2021, as amended by that certain First Amendment dated September 28, 2022, among Seller, Virginia Electric and Power Company, a Virginia corporation, Questar Gas Company, a Utah corporation, and Dominion Energy South Carolina, Inc., a South Carolina corporation (each as borrowers), the several banks and other financial institutions which are parties irom time to time (each as lenders), JPMorgan Chase Bank, N.A., a national banking assoiiation, as administrative agent for the lenders, and the other agents party thereto. "Effective Date" has the meaning set forth in the first paragraph of this Agreement. "Employee Plans" has the meaning set forth in Section 3.10(a). "Employee Retention Representalion" means the representation and warranty set forth in Section 3.10(j.). "Environmental Laws" means any applicable Laws relating to pollution, protection of the environment or natural resources, or health and safety as it relates to Hazardous Substance exposure, including the Federal Water Pollution Control Act (33 U.S.C. $ l25l et seq.), the Resource Conservation and Recovery Act (42 U.S.C. $ 6901 et seq.), the Safebrinking Waier Act (42 U.S.C. $ 3000(0 et seq.), the Toxic Substances Control Act (15 U.S.C. $ 2601 et seq.), the Clean Air Act (42 U.S.C. $ 7401 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. $ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. $ I S0l et seq.), the Oil Pollution Act (33 U'S.C. $ 2701 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. $ I 1001 et seq.), and their state and local counterparts or equivalents. ,,Environmental Permils" has the meaning set forth in Section 3.1l(b). ,,ERrSA" means the Employee Retirement Income Security Act of 1974. "ERISA AfJiliate" means any other Person that, together with Seller, is required to be treated as a single employer under Section 414 of the Code or Section a00l(a)(la) of ERISA. "Estimaled Closing Payment Amount" has the meaning set forth in Section 2.1(bXvii). "Excluded A^ssefs" has the meaning set forth in Section 5.7(a). ,'Exclutled Controcts" has the meaning set forth in Section 5.7(aXiv). "Excluded Records" means (a) all corporate, financial, Tax, human resources and legal data and records to the extent related to the businesses of Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted) or to the extent they contain information related to Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted); (b) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other Contract with a Person other than Affiliates of Seller, or by applicable Law, and for r,vhich no consent to transfer has been received or for which Buyer has not agreed in r,vriting to pay the fee or other consideration, as applicable; (c) any dataand records relating to the sale of any of the Sale Entities, including bids received frorn and records of negotiations with third Persons; (d) any data and records [lating to the Excluded Assets; (e) any data and records that are subject to attorney client privilege held by Seller (unless the data or records in question relate to an actual or threatened Action-or invesiigation in relation to the Sale Entities) and (0 any data or records whereby the transfer of such data or records is prohibited by Law or by a Governmental Authority, including Laws pertaining to patient confidentiality and privacy and the confidentiality, privacy or security of proiected health-information (i.e., individually identifiable health information), including the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. Notwithstanding anything herein to the contrary and for the avoidance of doubt, Excluded Records shall includ. uny S.ll*r Consolidated Tax Returns and records or data of or relating to Seller's Affiliated Group (except pro forma retums or separate company returns of the Sale Entities). "Extended Termination Dote" has the meaning set forth in Section 9.1(bXi). " FCC' means the Federal Communications Commission. ,,FCC Approvat'means the FCC's approval of the change of control of the Sale Entities required in connection with any Sale Entity's ownership of the FCC licenses set forth on Schedule 1.1(d). "Fee Lelter" has the meaning set forth in Section 4.5(b). "Financial Statements" has the meaning set forth in Section 3.5(a). "Financing" has the meaning set forth in Section 4.5(a). "Financing Amounts" has the meaning set forth in Section 4.5(e). "Financing Entities" has the meaning set forth in the definition of "Financing Parties." "Financing Informution " means the financial statements required by paragraph 2, clauses (a)(y) and (bXy), of Annex B to the Debt Commitment Letter. "Financing Parties" means each debt provider (including each agent and arranger) that commits to provide Financing to Buyer or any of its Affiliates (the "Financing Entities,,)pursuant to the Debt Commitment Letter, as may be amended, supplemented or replaced, und th.i. respective Representatives and other Affiliates; provided that neither Buyer nor uny of its Affiliates shall be a Financing Party. "Fundamental Represenlations" means the representations and warranties set forth in (a)Section3.l (Organization, Standing and Corporate Power), Section3.2 (Capitalization), Section 3.3(.a) and (b) (Authority; Non-contravention) and Section 3.15 (Brokers and Other Advisors) ("Fundamental Representations of Seller"), and (b) Section4.l (Organization; Standing and Limited Liability Company Power), Section 4.2(a) (Authority; Non-contravention) and Section 4.4 (Brokers and Other Advisors) ("Fundomental Representations of Buyer,,). "Fundamental Representations of Buyer" has the meaning set forth in the definition of "Fundamental Representations." "Fundamental Representations of Seller" has the meaning set forth in the definition ofo'Fundamental Representations." "Governmental Authority" means any foreign, federal, state, local, county, municipal, provincial, multinational government or other govemmental or quasi-governmentai authority or regulatory body, court, tribunal, arbitrating body, governmental department, commission, board, body, self-regulating authority, bureau or agency, as well as any other instrumentality or entity designated to act for or on behalf of any of the foregoing. "Hazardous Substance" means any substance, material, product, derivative, compound, mixture, mineral, chemical, waste, or gas (including natural gas) regulated due to a poteniial for harm including those defined or included within the definition of a "hazardorrs substance,,, "hazardous waste," "hazardous material," "toxic chemical," "toxic substance,,, ,,hazardous chemical," 'oextremely hazardous substance," "pollutant," oocontaminant,, or any other words of similar meaning within the context used under any applicable Environmental Law including petroleum products, mold and PFAS compounds. "HSRAct" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. "HSR Approvat' means (a) the expiration or termination of any applicable waiting periods under the HSR Act or the execution of any consent agreement or other arrangement with any Governmental Authority that resolves concerns or objections under the Antitrust Laws with respect to the Contemplated Transactions and (b) any timing agreement(s) with a Governmental Authority with respect to any Antitrust Laws applicable to the consummation of the Contemplated Transactions shall have expired or otherwise not prohibit consummation of the Contemplated Transactions. "Income Tax" means any Tax that is based on, or computed with respect to, income, earnings, capital or net worth (and any franchise Tax or other Tax in connection with doing busineis imposed in lieu thereof) and any related penalties, interest and additions to Tax; plgvided, for the avoidance of doubt, however, the term "Income Tax" shall not include any sales or use Tax. o,Income Tax Return" means any Tax Return relating to lncome Taxes. "Indebtedness" of any Person means, without duplication: (a) all obligations of such Person for borrowed money (including lines of credit or similar facilities to the extent drawn, term loans, mortgage loans, bonds, debentures and notes), (b) all obligations of a type referred to in clause (a) above which such Person has guaranteed or for which such Person is responsible or liable, as obligor or guarantor, and (c) any redemption or prepayment premiums, penalties or extraordinary i..r u.rd .*p.nres that would be payable by Buyer (directly or indirectly) as a result of the Closing (and not ai a result of actions taken by Buyer on or after the Closing) relating to any of the obiigations described in clause (a); provided, however, that for the avoidance of doubt, Indebtedness shall exclude (i) any accounts payable or trade payables and (ii) any amount included in the calculation of Working Capital' "Inrlebtedness Adjustment Amount" means (a) the amount equal to the Target Indebtedness /ess (b) the Indebtedness of the Sale Entities, as of the Closing. "Intlemni/ied Party" has the meaning set forth in Section l0'2. "InclemniJiecl Taxes" means, except to the extent taken into account in determining the Purchase Price ai finally determined pursuant to Section 2.1, (a) any and all Taxes imposed on or with respect to any Sale Entity for any Pre-Closing Tax Period, (b) Taxes of any member of Seller's affiliated Group or any other Person (other than a Sale Entity) for which any Sale Entity becomes liable (i) pursuant to Treasury Regulations Section l.1502-6 (or any similar provisiorl of federal, state, local or non-U.S. Law) as a result of such Sale Entity being included in a clnsolidated, affiliated, combined, unitary or similar group for Tax purposes prior to the Closing and (ii) as a transferee or successor, by Contract (other than commercial Contracts a principal purpose of which is not to govern the sharing of Taxes) or applicable Law (in each case of clause (ii), to the extent attributable to any event or transaction occurring before the Closing), and (c) any Transfer Taxes for which Seller is responsible pursuant to Section 5.3(a); provided, however, notwithstanding anything herein to the contrary, the term "Indemnified Taxes" shall not include (A) any Taxes to the extent that such Taxes were taken into account in the determination of the Purchase Price (as finally determined hereunder), (B) any Taxes becoming due as a result of any breach by Buyer or uny oi itr Affiliates (including, for this purpose, any Sale Entity after the Closing) of its covenants or obligations under Section 5.3 or (C) any Transfer Taxes for which Buyer is responsible pursuant to Section 5.3(a). "Indemnifying Pafi" has the meaning set forth in Section 10.2. "fndependent Auditor" means an impartial nationally recognized firm of independent certified public accountants other than a present or former accounting firm of any of the Parties or any of such Parties' Affiliates, mutually agreed to by Buyer and Sellir. "Initial rermination D{tte" has the meaning set forth in Section 9.16Xi). oofnsuronce Policies" means, collectively, all of the insurance policies maintained by the Sale Entities or by Seller or its Affiliates on behalf of the Sale Entities. "Intellectual Property" means all patents, patent applications, trademarks, service marks, tradenames, copyrights, proprietary sofhvare, inventions, trade secrets, domain names and other proprietary items, and all goodwill, common law rights, and moral rights associated therewith. "fnterests" has the meaning set forth in the Recitals. "fnternal Reorganization" means the internal reorganization as described on Schedule 1.1(e). "fT Assets" means all technology devices, computers, software, servers, workstations, networks, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation. 'oLctw" means any applicable constitutionalprovision, statute, ordinance or other lar,v, rule, regulation, or interpretation of any Governmental Authority and any order. "Liens" means liens, charges, security interests, restrictions, options, pledges, claims, mortgages or encumbrances of any nature. "Marked Materials" has the meaning set forth in Section 5.9(a). "Material Adverse Effect" means any circumstance, change, event, occurrence or effect that (a) has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financiai condition oitnE Sale Entities, taken as a whole; prQvided, that, no circumstance, change, event, occurrence or effect, directly oiindirectly, arising out of, resulting from or relating to the following, individually or in the aggregate, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred: (i) any circumstance, change, event, o..uo.n." or effect generally impacting any of the industries or markets in which any Sale Entity operates; (ii) any eriactmeni og cf,ungl in, or change in interpretation of, any Law or U.S. GAAPoT governmental policy; (iii)geneil economic, regulatory or political conditions (or changes therein) or conditions (or changes therein) in any financial, credit or securities markets (including changes in interest o.-.u.r.rr.y exchange rates) in any region in which any Sale Entity conducts business; (iv) any change in the price "of natural gas or any other raw material, mineral or commodity used or sold-by uny-Sul. Entity or in the cost ofhedges relating to such prices, any change in the price ofnatural gas, gas transportation services or uny change in customer usage patterns or customer selection of third-party suppliers for natural gai; (v) any acts of God, force majeure events, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war; (vi) any change or effect arising from any global pandemic or pandemic affecting any region in which any SaG Entity conducts business, including the "COVID-I9" pandemic, or any worsening condition; (vii) the announcement, pendency of or performance of the Contemplated Transactions, including by reason of the identity of Buyer or any communication by Buyer regarding the plans or intentions of Buyer with respect to the conduct of the business of any Sale Eritity una inituaing the impact of any of the foregoing on any relationships, contractual or otherwise, with customers, suppliers, distributors, collaboration partners, joint venture partners, employees or regulators; (viii) any action taken by Seller or any Sale Entity that is expressly ..qrir.A by the tirms of this Agreement or with the consent or at the direction of Buyer; (ix) any faiiure by any Sale Entity to meet internal, analysts' or other earnings estimates or financial projections oi forecasts for any period, or any changes in credit ratings and any changes in any analysts' recommendations o..uiirgr with respect to any Sale Entity (!! being understood that the underlying facts or occurrences giving rise to such failure may be taken into account in determining whether there has been a Material Adverse Effect if not otherwise falling within any of the exceptions set forth in clauses (a)(i) through (axviii) or (a)(x) of this proviso); (x) any pending, initiated or threatened litigation relating to this Agreement or the Contemplated Transactions; or (xi) any actions taken or requirement imposed by any Governmental Authority with respect to the i.quir.O Regulatory Approvals; plevidgd, that with respect to clauses (a)(i) through (a)(vi), such circumstance, change, event, occuffence or effect should be taken into account in determining whether a "Material Adverse Effect" has occurred or would reasonably be expected to occur to the extent they affect the Sale Entities, taken as a whole, in a disproportionate mann€r relative to other similarly iituated participants in the business and industries in which the Sale Entities operate, in which iase the incremental disproportionate impact of such circumstance, change, event, occurrence or effect may be taken into account in determining whether there has occurred a ..Material Adverse Effett"; or (b) would reasonably be expected to, individually or in the aggregate, prevent or materially and adversely impede the ability of Seller to consummate the Contemplated Transactions. "Material Contracts" means any Contract to which any Sale Entity is a party (a) that relates to or involves future expenditures, receipts or payments by any Sale Entity of more than $10,000,000 in any one (l)-year period, (b) that provides for Indebtedness or interest rate hedging of any Sale Entity, in either tase,-having an outstanding principal or notional amount of more than $10,000,000, (c) between any Sale Entity, on the one hand, and Seller or its Affiliates (excluding any other Sale'dntity), on theother hand, that relates to or involves expected expenditures, receipts or payments by any Sale Entity of more than $ I ,000,000 for the year ended December 3l , 2023 , so'long u, ,ulh iontract will survive Closing, (d) that contains covenants restricting in any materiil respect the ability of the Sale Entities to compete in the natural gas utility business in any geographic area, (e) that grants any of the Sale Entities an equity interest in any partnership or joint i.nt-ur. (excluding otheiSale Entities), and (f) for the pending acquisition or disposition of any business or material assets by any Sale Entity outside of the ordinary course of business. *Measurement Time" has the meaning set forth in Section 8' 1' l0 'oMirror Plon Periot'has the meaning set forth in Section 5.6(e). "Month of the change" has the meaning set forth in Section 5.3(bxvi). "Muhiemployer Plan" means a multiemployer plan, as defined in Sections 3(37) and 4001(a)(3) of ERISA. "New Regulatory Assets/Liabilities" means, for the period from July l, 2023 until the Measurement Time, any (i) new amounts of "regulatory assets" that are reasonably expected to be approved by the applicable regulator to be recovered through customer rates and that are accounted for, and determined, in accordance with U.S. GAAP, mintts (ii) new amounts required to be recorded and accounted for as a "regulatory liability" on a balance sheet in accordance with U.S. GAAP; provided. that New Regulatory Assets/Liabilities shall exclude (x) any capitalized, expenditure included in the calculation of the Capital Expenditure Adjustmeni Amount, (y) any asset or liability amounts included in the calculation of Working Capiial, and, (z) the amounts of any regulatory asset or regulatory liability included in the unaudited balance sheets of the Significant Subsidiaries and their consolidated Subsidiaries as of June 30, 2023. "Non'Income Tax Return" means any Tax Return relating solely to Taxes other than Income Taxes. "Objections Notice" has the meaning set forth in Section 2.2(a). "Order" means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or r,vrit of any arbitrator, mediator & Governmental Authority. "Organilationol Documents" means, with respect to any Person, the certificate or articles of incorporation or grglnization and by-laws, the limited partnership agreement, the partnership agreement, the limited liability company agreement, the operating agreement or the trust agreement, or such other organizational documents of such Person, including those that are required to be registered or kept in the jurisdiction of incorporatio n, organization-or formation of such Person and which establish the legal personality of such person. "Parties" means Buyer and Seller and"party" means Buyer or Seller, as applicable. "PBGC'means the Pension Benefit Guaranty Corporation. "Per claim Threshold'has the meaning set forth in Section 10.5(c). "Permils" means all permits, licenses, certificates of authority , authoizations, approvals, registrations and other similar consents issued by or obtained from u Gor.**entalAuthority. "Permitted Encumbrances" means (a) obligations imposed under this Agreement, (b) transfer restrictions of general applicability as may be provided under the Securitiis Act or other applicable Laws, and (c) transfer restrictions contained in the OrganizationalDocuments of any Sale Entity. ll "PeFSon" means and includes an individual, a partnership, a joint venture, a corporation, a union, a limited liability company, a trust, an unincorporated organization or a Governmental Authority or any other separate legal entity recognized pursuant to Law. "Personal Informatiorr" means any and all information that (a) alone or in combination with other information held by the Sale Entities can reasonably be used to identify an individual person, household, or device, or (b) constitutes "personal information," "personal data" or any 'other equivalent term as defined or otherwise protected under applicable Laws relating to privacy and data protection. "Post-Closing Employee Plans" has the meaning set forth in Section 5.6(9). "Post-Closing Employer" means the entity designated by Buyer to employ Business Employees upon Closing-pursuant to Section 5.6 or, in the absence of such designation, the applicable Sale Entity. "Post-Closing Offer" means an offer of employment, given by Post-Closing Employer or its Affiliate on terms that conform to the requirements of Section 5.6. "Post-Closing Payment Amount'" has the meaning set forth in Section 2.1(cXiiXA)-(B). "post-Closing Tsx Periot' means any Taxable Period beginning after the Closing Date and, for any StraddG Period, the portion of such Straddle Period that begins the day after the Closing Date. ,'pre-Closing Tax Periot' means any Taxable Period ending on or before the Closing Date and, for any Straddle Period, the portion of such Straddle Period that ends on, and includes, the Closing Date. "preliminary Post-Closing Payment Amount" means an aggregate amount (which may be positive or negative) equal to (a) the Indebtedness Adjustment Amount, plus (b) the Working 'Capital Adjustment Amount, plu; @) the Capital Expenditure Adjustment Amount, plu; @) the Cain aalustment Amount, plis the New Regulatory Assets/Liabilities. An illustrative example calculation of the Preliminaiy Post-Closing Payment Amount is attached hereto as Exhibit C. "President" has the meaning set forth in the definition of "CFIUS Clearance." "PSNC Closing" means the closing date of the sale by Seller and the purchase by Enbridge parrot Holdings, LLC of the issued and outstanding shares of capital stock in Public Service Company of North Carolina, Incorporated. "Purchase Price" has the meaning set forth in Section 2.1(bXi)' " Re us o n a b I e Effo rts" means commerc ial ly reasonable efforts' "Records" means the data and records of the Sale Entities (other than the Excluded Records), to the extent relating primarily to the Sale Entities. t2 "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Substance iniothe environmenJ. "Releosee" has the meaning set forth in Section I 1.16. "Remedial Action" has the meaning set forth in section 5.2(axiv). "Representatives" has the meaning set forth in Section 5.13(b). "Required Regulatory Approvuls" means HSR Approval, FCC Approval, 6FIUS Clearance and State Regulatory Approvals. "Restraint" has the meaning set forth in Section 9.1(b)(ii). "Restticted Cash means, with respect to any Person as of any particular date, cash or cash equivalents that are required to be held as cash or cash equivalents by such person to satisfy any applicable regulatory or contractual requirements as of such date. "Retained Liabilities" has the meaning set forth in Section 5.7(c). "Sole Entity" or*Sole Entilies" means each of, or collectively, as applicable, the Company and the Company Subsidiaries. "Sale Entity Employee" means any individual who, immediately prior to the Closing, is employed by any of the Sale Entities. "Securities Act" means the Securities Act of 1933. "seller" has the meaning set forth in the first paragraph of this Agreement. "Seller Consolidated Tax Return" means any Consolidated Tax Return that inclurdes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand. "Seller Existing Assels" means any of Seller's or its Affiliates' assets and businesses as ofthe Effective Date, excluding (a) the Sale Entities after the Closing and (b) public Service Company of North Carolina, Incorporated, a South Carolina corporation, and'Ijominion Energy Questar Corporation, a Utah corporation, and their respective Subsidiaries, in each case, after tLL closing of the sale of such entities to an Affiliate of Buyer. "seller Indemnified Parties" has the meaning set forth in Section l0.l (b). "seller LTI Awart'has the meaning set forth in Section 5.6(c). "seller Non-Income Return" has the meaning set forth in Section 5.3(bXi). "seller Pre-closing Tdxes" has the meaning set forth in Section 5.3(bXi). "seller Releusing Parties" has the meaning set forth in Section I 1.16. l3 "seller Return" has the meaning set forth in Section 5.3OXi)' ,,seller straddle Taxes" has the meaning set forth in Section 5.3(b)(ii). "seller's Counset' means McGuireWoods LLP. "Seller,s Knowledge" means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule I .1(fl. "services Agreement" means that certain DES Services Agreement, dated January 1,2018, entered into between Questar Gas Company and Dominion Energy Services, Inc. "signiJicant Subsidiaries" means the entities identified as "significant Subsidiaries" on Schedule 1.1(g). ,,State Regtilatory Approyat'means any required consent or approval of the Govemmental Ar"rthorities set forth on Sckredule t.l(h) of the change of control of the Sale Entities and the Contemplated Transactions. ,,straddle Periocf' means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. ,'Subsidiary" of a Person means (a) any corporation, association or other business entity (whether or not intorporated) of which fifty percent (50%o) or more of the total voting power of ,hur., or other voting securities outstanding thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that Person (or a combination thereoq, and (b) any partnership or limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or managing member. ,'sttpport obligation Payment" has the meaning set forth in section 5.8(c). ,,sttpport obligations" has the meaning set forth in Section 5.8(c). "Target Inclebtedness" means the amount set forth in Schedule 1 .1(i) corresponding to the applicable month of the Closing Date. "Tox Proceeding" has the meaning set forth in Section 5'3(d)(i)' "Tax Representations" means the representations and warranties set forth in Section 3.9 (Tax Matters). "Tux Retur,n" means any return, declaration, report, statement, form, claim for refund, or other document, together with ail amendments and supplements thereto (including all related and supporting information) required to be filed with a Governmental Authority in respect of Taxes. ,,Ta-rable Periot'means any taxable year or any other period with respect to r'vhich any Tax may be imposed under anY Law. 14 "Toxes" mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, sirvice, servicJuse, withholding, payroll, employment, excise, severance, transfer, registration, stamp, occupation, premium, property, windfall profits, fuel, gas import, customs, duties, value added, alternative or add on minimum, estimated, or other taxes of any kind whatsoever imposed by any Governmental Authority, together with any interest, penalty, or addition thereto, and the term "Tox,, means anv one of the foregoing Taxes. "Taxing Authority" means any Governmental Authority responsible for the administration, imposition or collection of any Tax. "Termination Dole" means the Initial Termination Date or, if either Buyer or Seller has elected to extend the Initial Termination Date to the Extended Termination Date pursuant to Section 9.1(bXi), the Extended Termination Date, as applicable. "Termination Fee" means $ 1 06,937,500. "Title IV Plan" has the meaning set forth in Section 3.10(fl. "Trsdemark Assignment" has the meaning set forth in Section 5.16(a). "Transfer Tilx" means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term "Transfer Tax" shall not include any Income Tax. "Transilion Services Agreement" means that certain Transition Services Agreement to be dated as of the Closing Date by and between Seller and Buyer, surbstantially in the form attached hereto as Exhibit B "Treasury Regulationi" means the regulations promulgated by the United States Treasury Department under the Code. "TSA Support Employees" means those individuals serving in the positions generally described on Schedule 1.1(-i) in support of the Sale Entities, who remain witir Seller tJprovide services designated under the Transition Service Agreement, and who will receive a post-blosing Offer in conformity r,vith Section 5.6(a), in each case and as more fully detailed in a TSA Suppoi Employee listing separately provided to Buyer. "Union" has the meaning set forth in Section 3.14(a). "U.5. GAA-F' means accounting principles generally accepted in the United States of America. "lYorking Capitat' means, as of the Measurement Time, the current assets of the Sale Entities iess the current liabilities of the Sale Entities in each case, calculated in accordance with GAAP, excluding, in each case, (a) Excluded Assets, (b) Retained Liabilities that are incurred, whether or not reported or paid, (c) accounts payable and receivable between the Sale Entities and 15 Seller or its Affiliates (other than the Sale Entities) except for any such accounts payable and receivable that survive the Closing, (d) any Income Tax asset or receivable, (e) any Income Tax liability or payable, (0 any amounts included in the calculation of Cash or Indebtedness, and (g) and any accounts set forth in Schedule l.l(.k). "Working CapitalAdjustment Amount" has the meaning set forth in Section 2.1(b)(ii). Section 1.2 Terms Generally. Unless otherwise required by the context in which any term appears: (a) Capitalized terms used in this Agreement shall have the meanings specified in this ARTICLE I. (b) The singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the feminine and neutral genders and vice versa. (c) References to "Articles," "Sections," "schedules" or "Exhibits" shall be to articles, sections, schedules or exhibits of or to this Agreement unless stated othenvise, and references to "paragraphs" or "clauses" shall be to separate paragraphs or clauses ofthe section or subsection in which the reference occurs. (d) The words "herein," "hereof' and "hereunder" shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; and the words "include,"'oincludes" or "including" shall mean "including, without limitation." (e) The word "or" will have the inclusive meaning represented by the phrase "andlor"; and "shall" and "will" mean "must," and shall have equal force and effect and express an obligation. (f) "Writing," "lvritten" and comparable terms refer to printing, typing and other means of reproducing in a visible form. (g) The term o'day" shall mean a calendar day, commencing at 12:00 a.m. (local time in New Yok, New York). The term'omonth" shall mean a calendar month; provided that when a period measured in months commences on a date other than the first day of a month, the period s-hall run from the date on which it starts to the corresponding date in the next month and, as appropriate, to succeeding months thereafter. Whenever an event is to be performed or a paymint is to be made by a particular date and the date in question falls on a day which is not a ^Busi.ress Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however, that all calculations shall be made regardless of whether any given day is a dusiness Day and whether or not any given period ends on a Business Day. Time is of the essence in this Agreement. (h) All references to a particular entity shall include such entity's permitted successors and permitted assigns unless otherwise specifically provided herein. (i) All references herein to any Lar,v (including, for the avoidance of doubt, the Code) or to any Contract shall be to such Law or Contract as amended, supplemented or modified l6 from time to time, and with respect to any Law, shall include the rules and regulations promulgated thereunder, in each case, unless otherwise specifically provided herein. 0) The titles of the articles, sections, schedules and exhibits herein have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning or construction of any of the terms or provisions hereof. (k) This Agreement was negotiated and prepared by both of the Parties with advice of counsel to the extent deemed necessary by each Party; the Parties have agreed to the wording of this Agreement; and none of the provisions hereof shall be construed againit any party on the ground that such Party is the author of this Agreement or any part hereof. (l) The Schedules and Exhibits hereto are incorporated in and are intended to be a part of this Agreement; provided, however, that in the event of a conflict between the terms of any Schedule or Exhibit and the terms of ARTICLE I through ARTICLE XI of this Agreement, the terms of ARTICLE I through ARTICLE XI of this Agreement shall take precedence. (m) The phrases "made available to Buyer," "provided to Buyer" or other similar phrases shall mean made and remaining available to Buyer in the virtual data room hosted by Intralinks under "Project Genoa" or provided to Buyer or its counsel at least one (l) day prior to the Effective Date and not removed or altered on or prior to the Effective Date. (n) All monetary amounts contained in this Agreement refer to currency of the United States. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under U.S. GAAP. ARTICLE II PURCHASE AND SALE OF INTERESTS Section 2.1 Purchase and Sale of the Interests. Subject to the terms and conditions set forth in this Agreement: (a) Transfer of Interests. At the Closing and for the consideration specified in Section2.l(b), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buryer shall purchase, acquire and accept from Seller all ofthe Interests. (b) Purchase Price. (i) The total consideration to be paid by Buyer for the Interests (the "Purchase Price") shall be an amount equal to the sum of $2,950,000,000 (the ,,Base Purchase Price") pltry the Post-Closing Payment Amount (as determined and paid in accordance with Section 2.1(c)) (ii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total amount of the Working Capital as of the Measurement Time greater than the amounts set forth on Schedule 2.1(b)(ii) or decreased, dollar for dollar, by the amounts set forth on Schedule 2.1(b)(ii), in each case, for the applicable time perioi (the "Working Capital Adj ustment Amount'). 17 (iii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total Cash of the Sale Entities as of the Measurement Time (the"Cash Adjustment Amount"). (iv) If the aggregate amount of capital expenditures (calculated in accordance with U.S. GAAP or regulatory accounting) paid in respect of the Sale Entities from January 1,2023 until the Measurement Time exceeds or is less than the aggregate amounts of the capital expenditures in the budget set forth on Schedule 2.1(bXiv) for the same time period, then the Base Purchase Price shall be increased or decreased, respectively, by the absolute value of such difference (the *Capital Expenditure Adjustment Amount"). (r) The Base Purchase Price shall be (A) increased by the absolute value of the Indebtedness Adjustment Amount, if the Indebtedness Adjustment Amount is positive, or (B) decreased by the absolute value of the Indebtedness Adjustment Amount, if the Indebtedness Adjustment Amount is negative. (vi) The Base Purchase Price shall be adjusted, dollar for dollar, by the value of the net New Regulatory Assets/Liabilities of the Sale Entities as of the Measurement Time. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is positive, the Base Purchase Price shall be increased by the amount of the New Regulatory Assets/Liabilities. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is negative, the Base Purchase Price shall be decreased by the amount of the New Regulatory Assets/Liabilities. (vii) At least five (5) Business Days prior to the scheduled Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth Seller's good faith estimate of the Preliminary Post-Closing Payment Amount (the "Estimated Closing Payment Amount"). (viii) Following Buyer's receipt of the Estimated Closing Payment Amount, Buyer and its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Seller related to the Estimated Closing Payment Amount and shall have such access to Seller's personnel as may be reasonably necessary to permit Buyer to review in detail the manner in which the Estimated Closing Payment Amount was calculated and prepared. If Buyer notifies Seller in lvriting of an objection to the Estimated Closing Payment Amount or any of the amounts includid in the calculation of the Estimated Closing Payment Amount set forth therein, then Buyer and Seller shall seek in good faith to agree to revisions to the Estimated Closing Payment Amount to resolve such objection and Seller shall update and redeliver the Estimaied Closing Payment Amount to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. (c) Post-Closins Payment Amount. (i) As promptly as practical, but in no event later than ninety (90) days after the Closing Date, Buyer shall (at Buyer's expense) prepare and deliver to Seller a t8 statement setting forth Buyer's good faith calculation of the Preliminary post-Closing Payment Amount, which calculation shall be prepared in the same format and on the same basis used to prepare the Estimated Closing Payment Amount, and documentation sufficient to confirm the accuracy of such calculation. (ii) Following Seller's receipt of the Preliminary Post-Closing Payment Amount, Seller and its agents, representatives and advisors shall be permitted toieview all books and records, working papers, financial records and information of the Sale Entities related to the Preliminary Post-Closing Payment Amount and shall have such access to Buyer's personnel as may be reasonably necessary to permit Seller to review in detail the manner in which the Preliminary Post-Closing Payment Amount was calculated and prepared. Within thirty (30) days after Seller's receipt of the Preliminary Post-Closing Payment Amount, Seller shall either: (A) accept such Preliminary Post-Closing payment Amount, in which case (1) sr"rch Preliminary Post-Closing Payment Amount shall be deemed final and shall be considered the "Post-Closing Payment Amount" for purposes of this Agreement and (2) (x) if the Post-Closing Payment Amount is greaterihan the Estimated Closing Payment Amount, Buyer shall pay to Seller, within five (5) Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designaied by Seller, an amount equal to the difference or (y) ifthe Post-Closing Paymenl Amount is less than the Estimated Closing Payment Amount, Seller shall pay to Buyer, within five (5) Business Days of confirmation of the Post-Cloiing payment Amount, by wire transfer of immediately available funds to one o. rno.. accounts designated by Buyer, an amount equal to the difference; or (B) dispute such Preliminary Post-Closing payment Amount, in which case (l) within ten (10) days of Seller's notice to Buyer of such dispute, such dispute shall be referred to senior officers or other authorized representatives of Seller and Buyer or their respective Affiliates, for settlement of such dispute within thirty (30) days of referral, (2) if such senior officers or other authorized representatives cannot resolve the dispute r.vithin thirty (30) days, then the dispute shall be referred to the Independent Auditor and the final amount as determined by the Independent Auditor shall be deemed final and shall be considered the,,post- Closing Payment Amount" for purposes of this Agreement and (3) (x) if the post- Closing Payment Amount is greater than the Estimated Closing Payment Amount, Buyer shall pay to Seller, within five (5) Business Days of confirmation of the post- Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Seller, an amount equal to the difference or (y) if the Post-Closing Payment Amount is less than the Estimated Closing Payment Amount, Seller shall pay to Buyer, r,vithin five (5) Business Days of confirmation of the Post-Closing Payment Amount, by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the difference. t9 (d) Withholding. Buyer shall be entitled to deduct and withhold from the consideration otherwise payable or deliverable in connection with the Contemplated Transactions, to any Person such amounti that Buyer is required to deduct and withhold with respect to any such delivlries and payments under the Code, any other Tax Law or any other applicable Law requiring the amount deducted or withheld to be deposited with a Governmental Authority; providgd that if Buyer believes that it is required to deduct and withhold any amount otherwise payable to Seller in connection with the Coniemplated Transactions (i) Buyer shall use Reasonable Efforts to notify Seller of Buyer's intention to deduct or withhold (and a brief description of the reason therefor) and (ii) the Parties shall use Reasonable Efforts to cooperate to reduce or eliminate any such deduction and withholding. To the extent that amounts are so withheld, and duly and timely deposited with the upp.opiiut. Governmental Authority, such withheld amounts shall be treated for all purposes of tlhis Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Section 2.2 Allocation. (a) Within one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Allocation Statement") reflecting the allocation of ihe-final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes among the separate classes of assets of the Company in u ,nunn.. that is consistent with the allocation methodology provided by Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the"Allocation"). Within forty-five (45) days following tie reieipt by Siller of the Allocation Statement, Seller shall review the Allocation ani submit to Buyer in writing any objections or proposed changes to the Allocation Statement (an,,Objections Notice"). Unless Seller submits an Objections Notice on or the expiration of such forty-five (45) day period, the Allocation Statement prepared and delivered to Seller pursuant to this-Section 2.2(aj shall be deemed agreed upon by the Parties and shallbe deemed conclusive for purposes of the Allocation. (b) If Seller timely submits an Objections Notice in accordance with Section 2.2(.a\,the Parties shall negotiate in good faith and use their Reasonable Efforts to resolve such airprt.. In the event the Parties are unable to resolve any dispute with respect to the Allocation Staiement within tr,venty (20) days after the delivery of the Objections Notice, neither Buyer nor Seller will be bound by the Allocation Statement as prepared by the Buyer, and each Party may independently (and in lts sole discretion) (i) determine its own allocation of the Purchase Price u-ong the separate classes of assets of the Company, and (ii) file its Tax Retums (and Tax Returns of its Affiliates) using alternative allocations of its choosing. (c) If the Parties ultimately agree on the Allocation Statement, (i) such Allocation Statement shall be amended as, and to the extent, Buyer and Seller mutually agree to reflect any adjustment to the Purchase Price (as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes), (ii) except to the extent required to comply with audit deierminations of any Taxing Authority with jurisdiction over aParty, Buyer and Seiler shall report the Contemplated Transactions for all required federal Income Tax and all other Tax purposes in a manner consistent with the Allocation, and (iii) Buyer and Seller shall not take any position in any Tax Retum or Tax Proceeding that is inconsistent with the Allocation without the consent of ihe other Party; provided, however, neither Buyer nor Seller (nor any of 20 their Affiliates) shall be required to litigate before any court or defend in any administrative proceeding (including any Tax audit or examination) any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. Provided Buyer and Seller ultimately ugr.. on the Allocation Statement, to the extent such filings are required, (x) Buyer and Seller ugr.. to fit. Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section l06b), and all federal and state Income Tax Retums, in accordance with the Allocation Statement, and (y) Buyer and Seller agree to provide the other with any information required to complete Form 8594 within fifteen (15) Business Days of the request for such information. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Schedules delivered by Seller to Buyer concurrently with the execution of this Agreement (which corresponding sections or subsections of the Schedules set forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this ARTICLE III to which the relevance of such item is reasonably apparent on its face), Seller represents and warrants to Buyer as follows: Section 3.1 Organization, Standing and Corporate power. (a) Seller is a corporation duly organized,validly existing and in good standing under the Laws of the Commonwealth of Virginia and has all requisite corporate po*.. and authority to execute this Agreement and the Ancillary Agreements and to own the Interests. (b) Each of the Sale Entities is duly organized, validly existing and in good standing underthe Laws of the jurisdiction of its organization. Each of the Sale Entities is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (c) Each of the Sale Entities has all requisite entity po\,ver and authority to enable it to own or lease its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority would not reasonably bi expected to have a Material Adverse Effect. (d) Seller has made available to Buyer true and complete copies of the Organizational Documents of the Sale Entities as in effect on the Effective Date. Section 3.2 Capitalization. (a) As of the Closing, Part I of Schedule 3.2(a) sets forth for each Sale Entity the identity of each of its direct owners and the respective percentage ownership interests of each. As of the Effective Date, the Company has no Subsidiaries. As of the Closing, the Company will have no Subsidiaries other than the Company Subsidiaries. None of the Sale Entities'own any equity or related interest in any Person other than the other Sale Entities. 2t (b) Except for any Permitted Encumbrances, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise)lo purchise or otherwise acquire from the Sale Entities, any equity interests of or in the Sale Entities, (ii) no commitments on the part of the Sale Entities to issue shares, subscriptions, warrants, options, convertible securities, limited liability company interests, membership interests, general partnership interests, Iimited partnership interests or other similar rights, and (iii) no equity interests of the Sale Entities are reserved for issuance for any such purpose. Except for any Permitted Encumbrances, the Sale Entities have no obligation (contingent or other) to purchase, redeem or otherwise acquire any of their respective equity securities. (c) All the Interests have been or at the Closing shall be validly issued and are fully paid and non-assessable and are held benefrcially and ofrecord by Seller, free and clear of all Liens other than Permitted Encumbrances. Section 3.3 Authority; Non-contravention' (a) Seller has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Contemplated Transaitions. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the Contemplated Transactions have been duly authorized by all necessary corporate action, and no other corporate action on the part ofSeller or any Sale Entity is necessary to authorize the execution, delivery and performance by Seller or any Saie Entity of this Agreement or the consummation of the Contemplated Transactions' (b) This Agreement has been duly executed and delivered by Seller and, assuming due authorization,execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its tenris, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (the "Bankruptcy and Equity Exception"). (c) The execution and delivery by Seller of this Agreement and the Ancillary Agreements does not, and neither the consummation by Seller of the Contemplated Transactions nor compliance by Seller with any of the terms or provisions hereof will: (i) conflict with or violate any terms, conditions or provisions of the Organizational Documents of Seller or the Sale Entities; (ii) assuming that each of the consents, authorizations and approvals referred to in Section 3.4 are obtained (and any condition precedent to any such consent, ar-rthorization or approval has been satisfied) and each of the filings referred to in Section 3.4 u.e *ude and any applicable waiting periods referred to therein have expired, ,iolut. *y Law applicable to Seller or the Sale Entities, other than any violation that would not reasonably be expected to be material to the Sale Entities, taken as a whole; or 22 (iii) assuming that each of the consents and notices specified in Schedule 5.2(b) is obtained or given, as applicable, result in any breach of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or any right of first refuial under, any Material Contract or result in the creation of a Lien, upon any of the properties or assets of the Sale Entities, other than any breach, default right or Lien that would not reasonably be expected to be material to the Sale Entities, taken as a whole. Section 3.4 Governmental Approvals. Except for HSR Approval, FCC Approval, CFIUS Clearance, State Regulatory Approvals and the approvals and filings set forth on Schedule 3.4, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution and delivery of this Agreement by Seller and the consummation by Seller of the Contemplated Transactions, except those that the failure to make or obtain would not reasonably be expected to be material to ths Sale Entities. taken as a lvhole. Section 3.5 Financial Statements. (a) Seller has made available to Buyer each of the following: (i) for each Significant Subsidiary, the unaudited balance sheets of such Significant Subsidiary and its consolidated Subsidiaries as of June 30, 2023; (ii) for each Significant Subsidiary, the unaudited statements of income of such Significant Subsidiary and its consolidated Subsidiaries for the three and six months ended June 30, 2023, and (iii) for Wexpro Company, its audited balance sheet and audited statement of income for it and its consolidated Subsidiaries as of and for the year ended December 31,2022 (collectively, the "Financial Stotements"). The Financial Statements have been prepared from the books and records of the Significant Subsidiaries and Wexpro Company, as applicable, in accordance with U.S. GAAP consistently applied and fairly present, in all materiai respects, the financial condition of the Significant Subsidiaries and Wexpro Company, as applicable, as of the respective dates thereof and the results of its operations for ihe period^ covered thereby (subject to the absence of disclosures normally made in footnotes). (b) The Financial Statements (i) have been prepared in good faith and in accordance with Seller's regular accounting policies, practices and methodologies applied on a consistent basis throughout, and (ii) are derived from the books and records of S.ji.. and its Affiliates, which are maintained by Seller and its Affiliates in a manner that permits Seller to prepare consolidated financial statements of Seller and its Affiliates in accordance with U.S. GAAP. (c) The Sale Entities do not have any liabilities which would be required to be reflected or reserved against on a balance sheet of the Company Subsidiaries prepared in accordance with U.S. GAAP, except for liabilities (i) reflected or reserved against on the unaudited balance sheet of the Significant Subsidiaries as of June 30,2023 (the"Balince Sheet Date,,) and the audited balance sheet of Wexpro Company as of December 31, 2022, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as contemplated by this Agreement or otherwise arising in connection with the Contemplated Transactions, (iv) ir.,,o.J under any Material Contract or Permit (but not liabilities incurred as a result of breaches of any such Material Contract or Permit by any of the Sale Entities); (v) as set forth on the financial statements set forth 23 on Schedule 3.5(c) and (vi) that would not reasonably be expected to be material to the Sale Entities, taken as a whole. (d) As of the Effective Date, none of the Sale Entities has any Indebtedness for borrowed money. None of the Sale Entities maintain any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or ur. ,.aionubly likely to have amaterial current or future effect on that Sale Entity's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources other than those associated with (i) purchase commiiments for natural gas, transportation and gathering services, (ii) surety or similar bonds, and (iii) service affangements with affiliated variable interest entities, or similar agreements entered into in the ordinary course of business. Section 3.6 Absence of Certain Changes. From the Balance Sheet Date to the Effective Date, (a) except in connection with the Contemplated Transactions, the business of the Sale Entities has been conducted in all material respects in the ordinary course of business consistent with past practice and (b) there has not been any circumstance, change, event, occurrence or effect that has had or would reasonably be expected to have a Material Adverse Effect. Section 3.7 Legal Proceedings. There is no pending or, to Seller's Knowledge, threatened, Action against the Sale Entities, nor is there any Order imposed upon the Sale Entities, in each case, by or before any Governmental Authority, that would reasonably be expected to have a Material Adverse Effect. Section 3.8 Compliance With Laws; Permits. (a) The Sale Entities are in compliance with all applicable Laws, except for any instances of non-compliance that would not reasonably be expected to be material to the Sale Entities, taken as a whole. (b) Except as would not reasonably be expected to be material to the Sale Entities, taken as a whole, each Sale Entity holds, and is in compliance with, all Permits required by Law for such entities to own, lease and operate its properties and assets and conduct its business ur it ir now being conducted. Except as would not reasonably be expected to be material to the Sale Entities, taken as a whole, all such Company Permits are in full force and effect and no suspension or cancellation of any Company Permits is pending or, to Seller's Knowledge, threatened. Section 3.9 Tax Matters. (a) Each Sale Entity has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all Income Tax Returns and all other material Tax Retums required to be filed by it, and all such filed Tax Returns are true, correct and complete in all material respects' 24 (b) Each Sale Entity has duly paid or made provisions for the payment of all Income Taxes and all other material Taxes required to be paid (whether or not shown to be due on any Tax Returns). (c) No audit or other administrative or court proceedings are pending with any Govemmental Authority with respect to material Taxes of any Sale Entity, and no written notice thereof has been received. (d) No written claim has been made against any Sale Entity by a Governmental Authority in any jurisdiction where any Sale Entity does not file Tax Returni that any Sale Entity is or may be subject to material taxation by such jurisdiction, which claim has not been finally resolved. (e) There are no material Liens for Taxes upon any asset of the Sale Entities other than Liens for Taxes not yet due or delinquent or which are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with U.S. GAAP. (0 None of the Sale Entities has any liability for any material Taxes of any Person under Section 1J502-6 of the Treasury Regulations (or any similai provision of state, local or foreign Tax Law) (other than as a result of being a member of an Affiliated Group of which Seller (or a Subsidiary of Seller) is the Common Parent) or as a transferee or successor or otherwise. (g) None of the Sale Entities have requested or received a ruling, technical advice memorandum or similar ruling or memorandum from any Governmental ,,{uthority or entered into a closing agreement pursuant to Section 7l2l of the Code (or any similar provision of state or local law) with respect to such Sale Entity that will have continuing effecf after the Closing Date. (h) None of the Sale Entities have been a party to any "listed transaction" within the meaning of Section 6707A(c)(2) of the Code or Treasury Regulations Section l.60l l-a(a)(2). (i) Since the date that precedes this Agreement by five (5) years, none of the Sale Entities has been either a "distributing corporation" or a "controlled corporation,,within the meaning of Section 355 of the Code and in a transaction intended to qualify under Section 355 of the Code. CI) Each of the Sale Entities has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any.-ploy.", independent contractor, creditor, stockholder or other third party. (k) There is no written agreement in effect to extend the period of limitations for the assessment or collection of any material Tax for which the Sale Entitils may be liable. (l) None of the Sale Entities will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Taxable period (or portion thereof) beginning after the Closing Date as a result of any: (i) change in method of 25 accounting with respect to a Pre-Closing Tax Period under Section 481 of the Code (or any similar provision-of state, local or non-U.S. Law), (ii) installment sale or open transaction disposition made on or prior to the Closing Date outside the ordinary course of business, (iii) prepaid amount received on or prior to the Closing Date, (iv) "deferred gain" of a Sale Entity with respect to an "intercompany transaction" effected prior to the date of the Closing described in Section 1502 of the Code in existence on the date hereof, (v) "closing agreement" as described in Section 7l2l of the Code (or any similar provisions of state, local or non-U.S. Law), (vi) application of Section 965 of the Code (including an election under Section 965(h) of the Code) or (vii) the deferral of any Tax obligations pursuant to any Law intended to address the outbreak or continued presence ofa contagious disease, an epidemic or a pandemic (including SARS-CoV-2 or COVID-19, or any evoluiions, variants or mutations of thereof, or any other viruses (including influenza)). (m) The representations and warranties in this Section 3.9 refer only to the past activities of the Sale Entities and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon for or with respect to, and, notwithstanding anything in the Agreement to the contrary and for fhe avoidance of doubt, Seller will have no liability or obligation under this Agreement for any payment or indemnification with respect to, (i) the existence, amount or utllization of any net opirating loss, capital loss, Tax credit, Tax basis or other Tax asset or attribute of any of the Saie Entiiies arising in or attributable to any Pre-Closing Tax Period, or (ii) any Taxes attributable to any Tax periods (or portions thereofl beginning after, or Tax positions taken after, the Closing (othei than the representations and warranties under Sections 3.9(fl, (g) and fl)). Section 3.1.0 ERISA. (a) Schedule 3.10(a) lists all of the employee benefit plans and programs (within the meaning of Section 3(3) of ERISA) and all other benefit plans and programs whether or not subject to ERISA, agreements, policies, practices or arrangements, of any kind whether written ortral, funded or unfunded, qualified or nonqualified, or domestic or foreign, including: (i) all retirement, savings and other pension plans; (ii) all health, severance, salary or benefit continuation, medical, dental, vision, hospitalization, fringe benefit, retiree medical or life insurance, disability, medical expense reimbursement, dependent care assistance, and other employee welfare plunr; and (iii) all employment, consulting, bonus or other incentive, stock option, stock bongs, termination or change-in-control, retention, vacation, sick pay, paid time off ard other similar plans, whether covering one person or more than one person, that are sponsored, maintained or contributed to by Seller or any ERISA Affiliate for the benefit of any current or former Sale Entity Employees, or their dependents or beneficiaries, or with respect to which Seller or any ERISA afirtiate hai any liability, whether direct, indirect, actual or contingent (collectively, ,,Employee Plans"). Seller has delivered to Buyer accurate and complete copies of all Employee plani and all related documents that are material to such Employee Plans and Seller agrees to provide Buyer any additional documents and information related to such Employee Plans as are reasonably requested. (b) All Employee Plans are and have been operated at all times in material compliance witir.its terms andall applicable Laws, including ERISA and the Code. All required '".port, and descriptions have been timely filed and distributed in accordance lvith the applicable requirements of E-RISA and the Code. No event has occurred, nor, do any circumstances exist, that could reasonably be expected to give rise to material liability, adverse taxation consequenoe, 26 or civil penalty under any Laws with respect to any Employee Plan (other than the routine payment of benefits), including but not limited to a civil penalty assessed under Section 40g,502(i)6.-SOZ1f; of ERISA, or a Tax imposed under Section 4975(a) or (b), 49808, 4980D or 4980H of the Code. With respect to each Employee Plan which is a 'owelfare plan" (as described in Section 3(l) of ERISA) Seller and any ERISA Affiliate has complied in all material respects with the provisions of Section 601 et seq. of ERISA and Section 49808 of the Code and any applicable state continuation coverage Laws. With respect to each Employee Plan that is a "Group Health plan,, (as defined in 29 USC section 1002(2)), such Employee Plan has been maintained- and operated, in all material respects in accordance with applicable requirements of the Patient Protection and Affordable Care Act and applicable provisions of ERISA, the Code and the Public Health Service Act, including, but not limited to, compliance with the requirements of Section 4980H ofthe Code, as applicable. Any Employee Plan subject to Section 4094 of the Code complies in all material respects with and has been administered in compliance in all material respects with such provision. (c) All Employee Plans intended to be qualified under Section 401 of the Code have received favorable determination letters with respect to such qualified status from the Intemal Revenue Service. The determination letter for each such Employee Plan remains in effect, and, to Seller's Knowledge, nothing has occurred subsequent to the date of such determination letter, that adversely affected or could reasonably be expected to adversely affect the qualified status ofthe Employee Plan. All good faith and/orremedial amendments requiredto be -ud. to such Employee Plans have been timely and properly made. Neither Seller noi any ERISA Affiliate has reieived notice of any actual or alleged violation or non-compliance with any applicable Laws related to any Employee Plan. (d) With respect to the Employee Plans, (i) except to the extent expressly accrued on the Closing balance sheet, all contributions and premiums due through the ilosin! Date have been made as required under ERISA, (ii) all Persons eligible for particlpation in eacf, Employee Plan have been offered the opportunity to participate in such Employee plan, (iii) there are no pending or, to Seller's Knowledge, threatened Actions by or on behaif oiany participant in any of the Employee Plans, or otherwise involving any Employee Plan or the assets -of ury Employee Plan, other than routine claims for benefits, (iv) none of ihe Employee plans is presently under audit or examination (nor has notice been received of a potential audit or examination) by the lnternal Revenue Service, the United States Department oflabor, or any other GovernmentalAuthority, (v) all fee and investment disclosures required under Dlpartment of Labor regulations 29 C.F.R. Section 2550.404a-5 have been timely provided to participants in any benefit plan subject to ERISA that is an employee pension benefit plan with participant--directed individual accounts and (vi) the Sale Entities have timely received fee disclosure statiments from all covered retirement plan service providers as required under ERISA Section 40g(b). (e) With respect to each Employee Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with U.S. GAAP on the Financial Statements and all monies wiitrtretA from employee paychecks with respect to Employee Plans have been transferred to the appropriate Employee pian within the time required under applicable Law. The Seller does not trave any tiability with respect to any collectively-bargained Employee Plans, whether or not subject to the provisions of ERISA. 27 (0 With respect to each Employee Plan that is subject to Title IV of ERISA (a *Title IV Plan';) or Section 430 of the Code (i) no Employee Plan is considered "at-risK', within the meaning of Section a30(i)(a) of the Code, and to Seller's Knowledge, no condition exists which *ould be expected to result in an Employee Plan becoming "at-risk" as of the last day of the current plan year of any Title IV Plan or other Employee Plan subject to Section 430 of the Code, (ii) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not ."qui..d to be reported before or within thirty (30) days of such even0 has occurred or is expected to occur, (iii) there is not an accumulated funding deficiency (within the meaning of Section 302 o1ERISA or Section 412 of the Code), (iv)there is no "unfunded benefit liability" (within the meaning of Section400l(a)(18) of ERISA) and (v)the PBGC has not instituted proceedings to terminate any Title IV Plan. (g) No Employee Plan is a (i) Multiemployer Plan, (ii) a "multiple employer plan,, within thi meaning of Section 413(c) of the Code or (iii) a multiple employer welfare u*urg.-"nt (as defined in Section 3(40XA) of ERISA). No benefits under any Employee Plan u.. oi at any time have been provided through a "voluntary employee beneficiary association" within the meaning of Section 501(c)(9) of the Code. (h) With respect to each Employee Plan which is a "welfare plan" (as described in Section 3(l ) of ERISA) no such plan provides health or welfare benefits with respect to current or former employees of Seller o. uny ERISA Affiliate beyond their retirement or other termination of employment lother than coverage mandated by Law, which is paid solely by such employees or pursuant to a disclosed severance arrangement)' (i) Subject to the requirements of applicable Law, all Employee Plans (other than contractuai agreements with individuals that require agreement of both parties to terminate) can be terminated pursuant to their terms without resulting in any material liability to Seller, the Buyer or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities other than ordinary administrative expenses associated with plan termination and accrued benefits. 0) With respect to the Employment Continuity Agreements or other similar change-in-control or retention agreements with Seller or its Affiliate, in each case, that are listed on Sihedule S.O(ft, no "change in control" (as defined in such agreements) provision will be t iggs..a ,po.rcfosing or any other transactions contemplated under this Agreement prior to or in connection with the Closing. Section3.11 EnvironmentalMatters. (a) Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Sale Entity is now and has at all times inthe past nu" (S; y"urs been in compliance with applicable Environmental Laws, (ii) no Sale Entity, or to Seller's Knowledge any other Person, has Released any Hazardous Substances at any properties owned or operated by it that are currently not in compliance with, or any other p.op..ry t'hat require, ..-.diution by any Sale Entity under, applicable Environmental Laws, iiiij no -sate Entity has received any written notices of any violation of or liability relating to Environmental Laws relating to its operations or properties that remain unresolved, and (iv) there 28 are no Actions or investigations pending or, to Seller's Knowledge, threatened against any Sale Entity relating to its non-compliance with or liability under, applicable Environmental Laws. (b) Each Sale Entity has all Permits required under applicable Environmental Laws (the "Environmental Permils") to own, lease, and operate its propirties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, with respect to the Sale Entities (i) each Environmentai Permit is in full force and effect in accordance with its terms, (ii) no outstanding written notice of revocation, modification, cancellation or termination of any Environmental Permit has been received by Seller or the Sale Entities, (iii) there are no Actions pending or, to Seller's Knowledge, threaiened that seek the revocation, cancellation or termination of any Environmental Permit, and (iv) the Sale Entities are in compliance with allapplicable Environmental permits. (d) This Section3.ll constitutes the sole and exclusive representation and warranty of Seller regarding environmental matters, including, without limitation, all matters arising under Environmental Laws. Section3.12 IntellectualProperty. (a) Except as would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect to the Sale Entities: (a) (i) the conduct of the businesses of the Sale Entities as currently conducted does not infringe or otherwise violate any person,s Intellectual Property and (ii) there is no claim of such infringement or other violation pending, orto Seller's Knowledge, threatened in writing, against the Sale Entities, and (b) (i)-to Seller,s Knowledge, no Person is infringing or otherwise violating any Intellectual Property owned by the Sale Entities and (ii) no claims of such infringement or other violation are pending or, to Seiler,s Knowledge, threatened in writing against any person by the Sale Entities. (b) Except as has not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, the IT Assets owned or used by the Sale Entities (i) have not malfunctioned, failed or otherwise experienced any unauthorized actess, alteration or use in the past three (3) years, and (ii) to Seller's Knowledge, are free from any bugs, defects, or any other disabling or malicious code. (c) Except as has not and would not reasonably be expected to result in, individually or in the aggregate, material liability to the Sale Entitie. trk", as a whole, the Sale Entities have been in compliance with all policies of the Sale Entities and applicable Laws relating to the collection, use, processing and disclosure of Personal Information, ,rd, in the past three (3) years, have neither received any written complaint, notice or inquiry alleging noncompliance with any such Laws or policies nor been required to notify a Govemmental Authority or any affected individual of any actual or suspected unauthorized processing of any Personal Information. (d) This Section3.12, Section3.T and Section3.l8 constitute the sole and exclusive representations and warranties of Seller r,vith respect to any actual or alleged infringement or other violation of any Intellectual Property of any other person. 29 Section 3.13 Material Contracts. (a) Each Material Contract is set forth on Schedule 3 . 1 3. Prior to the Effective Date, Seller has made available to Buyer a true and complete copy of each Material Contract. (b) Each Material Contract is valid and binding on the Sale Entity that is aparty thereto and, to'seller's Knowledge, each other party thereto, and is in full force and effect and enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), except where the failure to be valid, binding, enforceable and in full force and effect would not reasonably be expected to have a Material Advirse Effect. (i) The Sale Entities and, to Seller's Knowledge, uny oih.. party thereto, have performed all obligations required to be performed by it under each Material iontiact, (ii) none of the Sale Entities nor, to Seller's Knowledge, any other party thereto, is in default under or breach of a Material Contract, and (iii) to Seller's Knowledge, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except where such noncompliance, default or breach wbuld not reasonably be expected to have a Material Adverse Effect. Section 3.14 Labor. (a) No Sale Entity is, or for the past three (3) years has been, a party to, bound by or negotiating any collective bargaining agreement or similar agreement with a labor union or similar llbor o.ganization(collectively,"(Jnion"), and there is not, and has not been for the past three (3) years, any Union representing or purporting to represent any Business Employee or Sale Entityimployee in connection with work performed on behalf of any Sales Entity, and, to Seller's Knowledge, no Union or group of employees is seeking or has sought to organize Business EmployeJs or Sale Entity Employees foi collective bargaining or similar purposes. The execution anddeiivery of this Agriement and the consummation of the Contemplated Transactions will not entitle any iabor orgaiization to any payments under any collective bargaining agreement, and Seller uri it, Affiiiates are in .o-plian.. in all material respects with all notification and bargaining obligations pursuant to any collective bargaining agreement arising in connection with the Contemplated Transactions. (b) (i) There are no material actions, charges or investigations pending or, to Seller's Knowledge, thieatened by or on behalf of any employee, labor organization, contingent worker or contractor alleging vioiations of local, state or federal Laws relating to any wage and hour, employment or labor practices, and (ii) the Sale Entities are in compliance in all material respects witir all applicable Laws relating to labor and employment (including such Laws with respect to wage u.rd hou., anti-discrimination, anti-harassment, and retaliation). (c) No contractor or contingent worker currently performing, or who has in the last three (3) years performed, work for or on behalf of Seller or its Affiliates, has been paid a day rate or whoss workhas been billed to Seller or its Affiliates, on a day rate basis or any wage basis other than hourly entitled to overtime. (d) Seller shall provide to Buyer within twenty-four Q$ hours after the Effective Date a true, correct and complete list that contains the name, job title, date of hire or re- hire, as applicable, annualized base salary or hourly base wage, target bonus opportunity, long 30 term incentive, applicable pension plan, vacation balance, as of Effective Date, exempt status, principal location of employment, leave of absence status, and all employee specific stock and pension information as outlined in Schedule 3.14(d) for each Business Employee; provided, that Seller may update such list within five (5) Business Days after the Effective Date to correct any items which may have changed within one (l) Business Day prior to the Effective Date. (e) No Business Employee has an employment agreement, retention agreement, restrictive covenants or any change in control provision that may become applicable, or tf,at euyer would assume, at the close of this transaction. Section 3.15 Brokers and Other Advisors. Except for any fees which will be paid by Seller, no broker, investment banker, financial advisor or other F".ron is entitled to any broker's, finder's, financial advisor's or other similar fee, in connection with the Contemplatei Transactions based upon anangements made by or on behalf of Seller or any of the Sale Entities. Section 3.16 Property. Except as would not reasonably be expected to have a Material Adverse Effect, the Sale Entities have (a) good and marketable title in fie sirnple to all material real property currently owned by the Sale Entities, free and clear of all Liens, other than permitted Fncumbrances, (b) a valid, binding and enforceable leasehold interest in all material real property leased or subleased to any of the Sale Entities, including the improvements thereon, free anA ctear of all Liens, other than Permitted Encumbrances and (c) good title to the material owned personal property reflected in the Financial Statements, free and clear of all Liens, other than Pirmitted Encumbrances. The Sale Entities have such easements as are necessary for the Sale Entities to operate the businesses of the Sale Entities substantially as operated on the date hereof, except as would not reasonably be expected to have a Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception. Except as would not reasonably be expected to have a Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, the Sale Entities are not in default under any lease or other agreement in reipect of the ieal property owned or leased by the Sale Entities. Section 3.17 fnsurance. All Insurance Policies are in full force and effect and no Sale Entity (or Seller or its Affiliates) is in material breach of or material default under any of the lnsurance Policies. To Seller's Knowledge, no notice of cancellation has been given with respect to any such policy. The Insurance Policies are sufficient for compliance with thi minimum stated requirements under all Material Contracts to which any of the Saie Entities is a party. Section 3.18 Sufficiency of Assets. Other than with respect to (i) Excluded Assets,(ii) any Affiliate arangements required to be terminated pursuant to Section 5.8, and (iii) any general corporate services provided pursuant to Exhibit I of the Services Agreement, as of thi Closing, the assets olvned, Ieased or licensed by the Sale Entities, together-with any assets or services provided pursuant to the Transition Services Agreement and the Assigned Marks, constitute all of the assets, services, properties and rights necessary and sufficient for the Sale Entities to operate and conduct in all material respects their respeitive businesses immediately following the Closing consistent with the conduct of such businesses as currently conducted. Section 3.19 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III of this Agreement (including the 31 related portions of the Schedules), none of Seller, the Sale Entities or any other Person has made or makes any other express or implied representation or walranty, either written or oral, on behalf of Seller oi the Sale Entities, including any representation or warranty as to the accuracy or completeness of any information regarding the Sale Entities made available to Buyer and its representatives (inciuding any information, documents or material delivered to Buyer or made available to Buyer in a virtual data room, management presentations or in any other form in expectation of the Contemplated Transactions) or as to the future revenue, profitability or success ofine Sale Entities, or anfrepresentation or wamanty arising from statute or otherwise in Law. ARTICLE IV REPRESENTATIONS A}[D WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows: Section 4.1 Organization, Standing and Limited Liability Company Power. Buyer is a limited liability "ornpuny, is duly organized, validly existing and in good standing under the Laws of Delaware. -Buyer has all requisite limited liability company power and authority necessary to own or lease ali of its properties and assets and to carry on its business as it is now being conducted. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which the nature of tfr" buiiniss conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Buyer Material Adverse Effect. Section 4.2 Authority; Non-contravention. (a) Buyer has all necessary limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Contemplated Transactions. The "*..uiion and delivery of and performance by Buyer under this Agreemlnt, and the consummation by Buyer of the Contemplated Transactions, have been duly au-thorized and approved by all necessary company action by Buyer, and no other company action on the part of Buyer is neiessary to authorize the execution and delivery of and performance by Buyer unde. this Agreement and the consummation by Buyer of the Contemplated Transactions. This Agreement halbeen duly executed and delivered by Buyer and, assuming due authorization, execution and delivery hereoiby Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable against 6uy.. in aicordance with its terms, subject to the Bankruptcy and Equity Exception. No vote or approval of the holders of any class or series of capital stock of Buyer is n..".rury to adopt or app.ove this Agreement and the Contemplated Transactions. (b) The execution and delivery of this Agreement by Buyer does not, and neither the consummation by Buyer of the Contemplated Transactions, nor compliance by Buyer with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Organizational Documenis of Br"ryer or (ii) assuming that each of the consents, authorizations and apirovals referred to in Section 4.3 (and any condition precedent to any such consent, auihorization or approvul hu. b..n satisfied) is obtained or given, as applicable,_and each of the filings referred to in Section 4.3 is made and any applicable waiting periods referred to therein have-expired, violate any Law applicable to Buyer or (iii) result in any breach of, or constitute a 32 default (with or without notice or lapse of time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, any Contract to which Buyer is a-party, except, in the case of clauses (ii) and (iii), as would not reasonably be expected to have u nuy"t Material Adverse Effect. Section 4.3 Governmental Approvals. Except for HSR Approval, FCC Approval, CFIUS Clearance, State Regulatory Approvals and the approvals set forth on Schedule 3.4, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Contemplated Transactions, other than as would not reasonably be expected to have a Buyer Material Adverse Effect. Section 4.4 Brokers and Other Advisors. Except for any fees which will be paid by Buyer, no broker, investment banker, financial advisor or other Pe..on is entitled to any broker's, finder's, financial advisor's or other similar fee in connection with the Contemplatei Transactions based upon arrangements made by or on behalf of Buyer. Section 4.5 Sufficient Funds; Financing. on the closing Date, Buyer will have available sufficient cash and cash(a) equivalents and other sources of immediately available funds to deliver the Purchase price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Buyer expressly acknowiedg., uni agrees that its obligations hereunder, are not subject to, or conditioned on, the ieceipt o. uuuilubility of any funds or the Financing. (b) Buyer has delivered to Seller true and complete copies as of the Effective Date of (i) the fully executed debt commitment letter, dated as of the Effeclive Date (including all exhibits and schedules thereto, the "Debt Commitment Letter"), by and among, inter alia,nlyer Parent and the Financing Parties specified therein and (ii) the executed fee letter, dated ihe Effective Date (the "Fee Letter"), referenced therein, relating to fees and other terms with respect to the Financing contemplated by such Debt Commitment Letter (with only fee amounts, economic tetms and customary "flex" provisions redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, availability, or aggregate principal amount of the Financing). The Debt Commitment Letter and the Fee Letter have been iuly authorized and executed by Buyer Parent, and to the knowledge of Buyer, the other parties thereto. pursuant to the Debt Commitment Letter, and subject to the terms and conditions thereof, the Financing parties party thereto have committed to provide Buyerwith the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letter, together with any replacement financing, including any bink financing or debt or equity securities issued in lieu thereof, the"Financing,,). (c) As of the Effective Date, the Debt Commitment Letter is in full force andeffec] and the respective commitments thereunder have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the knowledge of Buyer and Buyer Parent, no amendment or modification is contemplated (other than as set forth therein with respect to o'flex" rights and/or to add additional lenders, arangers, bookrunners, syndication agents 33 and similar entities who had not executed the Debt Commitment Letter as of the Effective Date). The Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of, and is enforceable against, Buyer or Buyer Parent and, to the knowledge of Buyer and Buyer Parent, each of the other non-affiliated parties thereto. (d) Buyer or Buyer Parent has fully paid (or caused to be paid) any and all commitment fees or othei fees required by the Debt Commitment Letter to be paid on or before the Effective Date, and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions-precedent to the obligations of the Financing Parties party thereto to provide the Financing o. ury contingencies that would permit the Financing Parties party thereto to reduce the aggregatJ principal amount of the Financing. Assuming the truth and accuracy of Seller's .Jfr.intutions and warranties as required to satisfy Seller's Closing condition set forth in Section 6.2 and compliance by Seller with its obligations hereunder as required to satisfy Seller's Cf*irrg .ondition set forth in Section 6.3. and assuming satisfaction of the conditions in ARTIiLE VII (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Buyer does not have any reason to believe that it or Buyer parent will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Buyer have knowledge as ofthe Effective Date that any Financing Party thereto will not perform its obligations thereundlr. Except for (i) customary bond engagement letters, (ii) the redacted Fee Letter provided to Seller in accordan.. *ith clause (b) above, and (iii) any commitment letters, engagement letters and fee letters related to the permanent financing described in the Debt Commitment Letter (none of which, in the case of fhe foregoing clauses (i), (ii) or (iii) would adversely affect the conditionality, enforceability, availability or amount of the Financing), as of the Effective Date, there are no Contracts, agreements, "side letters" or other arrangements to which Buyer Parent, Buyer or any of its suUsiaiaries is a party relating to the Debt Commitment Letter or the Financing. (e) As of the Effective Date, no event has occurred which, with or without notice, lapse oltime or both, constitutes, or would reasonably be expected to constitute, a default or breachby Buyer or, to the knowledge of Buyer, any other party thereto, of any term of the Debt Commitment Letter. Assuming the truth and accuracy of Seller's representations and warranties as required to satisfy Seller's Closing condition set forth in Section 6.2and compliance by Seller with lts obligationi hereunder as required to satisfy Seller's Closing condition set forth in Section 6.3, ind urrr-ing satisfaction of the other conditions in ARTICLE VI (other than those *naitionr that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof;, the Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any "flex" p-rovision in or related to the Debt Commitment Letter (including *ith"r.rp-."1 to fees and original issue discount), together with cash and the other sources of immediately available funds to Buyer on the Closing Date, shall provide Buyer with cash proceeds on the Closing Date sufficient ior the satisfaction of all of Buyer's obligations under this Agreement anJthe Debt Commitment Letter, including the payment of the Purchase Price and the po-sfClosing Payment Amount (such amounts, collectively, the "Finoncing Amounts"). Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms o. p.ouLions theieof, will result in any breach of, or constitute a default 34 (with or without notice or lapse of time or both) under any debt instruments referred to in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof). Section 4.6 Legal Proceedings. There is no pending or, to the knowledge of Buyer, threatened Action against Buyer or any of its Affiliates, nor is there any Order imposed-upon nuy".or any of its Affiliates, in each case, by or before any Governmental Authority, tirat would reasonably be expected to have a Buyer Material Adverse Effect. Section 4.7 No Conflicting Contracts. Neither Buyer nor any of its Affrliates is a party to any Contract to build, develop, acquire or operate any asset, or otherwise owns assets or is engaged in a business, that would reasonably be expected to hinder or cause a delay in any Governmental Authority's granting of any of the consents, authorizations or approvals that ar! listed on Schedule 3.4, CFIUS Clearance, FCC Approval, HSR Approval or biate Regulatory Approvals. Section 4.8 Non-Reliance on Company Estimates, Projections, Forecasts,Forward-Looking Statements and Business Plans. In connection wilh the due diligence investigation of the Sale Entities by Buyer, Buyer has received and may continue to receive from Seller certain estimates, projections, forecasts and other forward-looking information, as well as certain business plans and cost-related plan information, regarding the Sale Entities and their businesses and operations. Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information, with which Buyer is familiar, that Buyer is making its own evaluation of the ud.qru.y urj accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, furnished to it (including thi reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans), and that Buyer has not relied upon and will not have any claim against Seller or any of its shareholders, directors, officers, "-ploy."r, Affiliates, advisors, agents or representatives, or any other Person, with respect thereto. Accordingly, Buyer hereby acknowledges that neither Seller, nor any of its shareholders, directors, od"..r, employees, Affiliates, advisors, agents or representatives, nor any other Person, has made or is making any representation or warranty or has or shall have any liability (whether pursuant to this Ag.eeiteri,in tort or otherwise) with respect to such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans (including tLe reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information, business plans or cost-related plans). Buyer also acknowledges that it has been provid"d documents and reports in adata room and has been provided other diligence information on the Sale Entities. Seller shall have no liability or obligation with respect to any such information, and Buyer is not relying onany such information, other than the express representations and warranties contained inARTICLE III of this Agreement or in any certificate delivered by Seller pursuant to this Agreement. Section 4.9 Investment. Buyer is acquiring the Interests for its own account, for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof as such term is used in connection with the registration provisions of the Securities Act. Buyer acknowledges that the Interests are not registered under the Securities Act, any applicable state securities Laws or any applicable foreign securities Laws, and that the Interests may not be 35 transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to appli-cable state securities Laws. Buyer (either alone or together with its Advisors) has sufficient kntwledge and experience in financial and business matters so as to be capable of evaluating the merits und ,irk, oi it, inr"stment in the lnterests and is capable of bearing the economic risk of such investment. Section 4.10 Expertise. Buyer has the requisite technical, legal and operational experience, competence and capability to operate the Sale Entities as they are currently being operated and in accordance with Law and good and prudent industry practice. Section 4.11 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition lfinanJial or otherwise) or asseis of the Sale Entities. Buyer acknowledges and agrees that: (a) in making its decision io enter into this Agreement and to consummate the Contemplated Transaitions, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in ARTICLE III of this Agreement (including the related portions of the Schedules); and (b) none of Seller, the Sale Entities or any other Person has made any representation or waffanty as to Seller, the Sale Entities or this Agreement, except as expressly set forth in ARTICLE III ofihis Agreement (including the related portions of the Schedules) and in any certificate delivered by Seller pursuant to this Agreement. Section 4.12 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE IV of this Agreement, none of Buyer no. uny other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer, including any representation or warranty as to the accuracy or completeness of any information regarding the Buyer made available to Seller or the Sale Entities and their representatives (including any information, documents or material delivered to Seller or the Sale Entities in expectation of the Contemplated Transactions) or as to the future revenue, profitability or success of Buyer, or any representation or \,varranty arising from statute or otherwise in Law. ARTICLE V ACCESS; ADDITIONAL AGREEMENTS Section 5.1 Access to Information; Continuing Disclosure. From the Effective Date until the Closing and subject to applicable Law, including under Antitrust Laws, Seller shall, and shall cause its Af}liates to: (a) afftrd Buyer and its representatives access, at reasonable times and upon reasonable prior notice (but in no event less than two (2) Business Days' prior written notice), during no.rnul business hours, to the properties of the Sale Entities, the books and records of the Sale Entities, the officers of the Sale Entities and to the other officers and employees of Seller and its Affiliates who have significant responsibility for any of the Sale Entities, but only to the extent that such access does not unreasonably interfere with the business of Seller or any of its Affiliates, for any reasonable purpose, including the development of a mutually acceptable transition plan, ppvidgd, however, that Seller shall have the right to (i) have a Seller representative($ present with Buyer and its representatives at all times that Buyer and its representatir"s ur" on any such properties, and (ii) impose reasonable restrictions and requirements 36 on such access as necessary for safety and security purposes; and (b) fumish financial and operating data and other information reasonably requested by Buyer. Promptly upon completion of any such access by Buyer and its representatives, Buyer shall repair uny iurnuge caused by Buyer or its representatives, and indemnify and hold harmless Seller, the Safe Entities and any of their Affiliates for any Adverse Consequences incurred by Seller, the Sale Entities or any of tireir Affiliates caused by Buyer or its representatives during such access, including any property damage or personal injury. Notwithstanding anything in this Section 5.1 to the iontrary, Seller and the Sale Entities shall not be required to (a) take any action that would constitute a waiver of the attorney-client privilege, or (b) furnish any information that Seller, the Sale Entities or any oftheir Affiliates are under a legal obligation not to disclose; provided that Seller shall use Reasonable Efforts to obtain consent from any applicable third parties to permit disclosure to Buyer of such information. All information furnished by or on behalf of Seller or the Sale Entities hereunder shall be subject to the terms of the Confidentiality Agreement dated as of April 13,ZOZ3 between Seller and Enbridge (U.S.) Inc. (the "ConJidentiulity Agreement"). Notwithstanding anything to the contrary in this Section 5.1 or the Confidentiality Agreement, Seller and Buyei shall be permitted to disclose this Agreement and any related information to any Governmental Authority, including the Internal Revenue Service. Section 5.2 Approvals and Other Actions. (a) Regulatory Approvals. Litigation and Other Actions. (i) Subject to the terms and conditions of this Agreement, Seller, on the one hand, and Buyer, on the other hand, shall each use their respective reasonable best efforts to (A) cause the Contemplated Transactions to be consummated no later than the Termination Date, (B) make promptly any necessary or advisable submissions and filings under applicable Antitrust Laws or to Govemmental Authorities with respect to the Contemplated Transactions, (C) promptly furnish information required in connection with such submissions and filings to such Govemmental Authorities or under such Antitrust Laws, (D) keep the other Party reasonably informed with respect to the statLls of any such submissions and filings to such Govemmental Authorities or under Antitrust iu*r, including with respect to: (w) the receipt of any non-action, action, clearance, consent, approval or waiver; (x) the expiration of any waiting period; (y) the commencement or proposed or threatened commencement of any investigation, litigation or administrative orjudicial action or proceeding under Antitrust Laws or other applicable Laws; and (z) the nature and status of any objections raised or proposed or thieatened to be raised under Antitrust Laws or other applicable Laws with respect to the Contemplated Transactions, and (E) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary or advisable to consummate the Contemplated Transactions no later than thl Termination Date. (ii) In furtherance and not in limitation of the foregoing: (A) each party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions as promptly as practicable following the Effective Date but in any event within twenty (20jBusineis oays after theEffective Date, (y) supply as soon as practicable any additional information and 37 documentary material that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.2(a) necessary to obtain HSR Approval no later than the Termination Date; 1n; .u.h furty agrees to (x) make or cause to be made the appropriate filings with the FCC ie[ating to the Contemplated Transactions as promptly as practicable following the Effective Date, (y) supply as soon as practical any additional information and documentary material that may be riquired or requested by the FCC and (z) use its reasonable best efforts to take, or cause to bi taken, all other actions consistent with this Section 5.2(a) as necessary to obtain FCC Approval no later than the Termination Date; (C) each Party agrees to (x) make or cause to be made the appropriate filings relating to the State Regulatory'Approvals as promptly as practicable but in any event within forty-five (45) dafs afteithe-Effective Date with the applicable Governmental Authority relating to the Contemplated Transactions, (y) supply as soon as practical any additional information and documentary material that may be required or requested by such Governmental Authority and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consisient with this Section 5.2(a) as necessary to obtain the State Regulatory Approvals no later than the Termination Date; and (D) each Party agrees to (w) submit a draft CFIUS Notice as promptly as practicable but in any event within forty-five (45) Business Days following itr. pif.ttiue Date, (x) submit a final CFIUS Notice after promptly resolving all .o--.ni, received from CFIUS staff on the draft CFIUS Notice, (y) submit any additional information and documentary material that may be requested by CFIUS as promptly as practicable after receipt of such request (and, in any event, in accordance with applicable iegulatory requiremenis in the CFIUS Regulations, unless an extension is timely requested an-d received) and (z) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.2(a) as necessary to obtain CFIUS Clearance no later than the Termination Date. (iii) Seller and Buyer shall, subject to applicable Law relating to the exchange of information: (A) promptly notify the other Party of (and if in writing, fumish the othlr Party with copies oj uny communication to such Party from a Govemmental Authority regarding the hlings and submissions described in this Section 5.2(a) and permit the othei Party to review and discuss in advance (and to consider in good faith any comments made by the other Party in relation to) any proposed substantive communication with any Governmental Authority regarding the filings and submissions described in this Section 5.2(a); (B) keep the other Party reasonably informed of any developments, ,r..trrUr - aisctissioni with any Governmental Authority in respect of any filings, investigation, or inquiry conceming the Contemplated Transactions; and (C) not indepeldently particiiate in any substantive meeting or discussion with a Governmental Authority in iespect of uny filings, investigation or inquiry concerning the Contemplated Transactions wiihout giving the other Party prior notice of such meeting or discussion and, unless prohibited by such Governmental Authority, the opportunity to attend and participate thereat; provided that the Parties shall be permitted to redact any .or..rpondence, filing, submission or communication to the extent such correspondence, filing, submission oi.o--unication contains competitively or commercially sensitive inforlmation, including information relating to the valuation of the Contemplated Transactions. 38 (iv) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.2(a), Buyer agrees to use reasonable best efforts to take, or cause its Affiliates to take, promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws or other applicable Laws that may be required by any Govemmental Authority, so as to enable the Parties to close the iontemitut"a Transactions no later than the Termination Date, including committing to and effecting, by consent decree, hold separate orders, trust, or otherwise, (A) the rule, Iic.nse, hoiding separate or other disposition of assets or businesses of the Sale Entities upon or after the Closing; (B) the termination, relinquishment, modification, or waivir of existing relationships, ventures, contractual rights, obligations or other arrangements of (x) Buyei or any of its Affiliates and its Subsidiaries (excluding the Sale Eniities) or (y) the Sale Entities, upon or after the Closing; and (C) the creation of any relationshipi,'ventures, contractual rights, obligations or other arrangements of (x) Buyer or any oflts Affiliates and its Subsidiaries (excluding the Sale Entities) or (y) the Sale Entities, upon or after the closing (each, a"Remediul Action"); provided, however, that, nothing in tnis Agreement (including any ooreasonable best efforts" standard set forth in this Section 5.2), shall require Buyer or any of its Affiliates to proffer, consent to or agree to, or effect any undertaking, term, condition, liability, obligation, commitment or sanction (including any Remedial Action), that constitutes a Burdensome Condition. Without Buyer's prior writien consent, neither Seller, the Sale Entities nor any of their respective Affiiiates ihall proffer, consent to or agree to, or effect any Remedial Action that will affect any Sale bntity after the Closing. The Parties shall jointly devise and implement the stratigy and timing for the submissions and filings described in this Section 5.2(a) in connection tiritt the Contemplated Transactions and coordinate r,vith respect to all meetings and communications with any Governmental Authority in connection with obtainiig such clearances. (v) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.2(a), in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened oiis reasonably foreseeable challenging any of the Contemplated Transactions and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent, materially impede or materially delay the consummation of the Contemplated Tiansactions, Buyei shall use its reasonable best efforts to take any and all action, including a Remedial Action, to avoid or resolve any such litigation, action or proceeding no later than the TerminationDate. In addition, the Parties shall cooperate with each other and use their respective reasonable best efforts to contest, defend and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether t.-porury, preliminary or perrnanent, that is in effect and that prohibits, prevents, delays, inierfereswith or restricts consummation of the Contemplated Transactionr u, p-.ptly as practicable. (vi) Following the Effective Date until the earlier of the Closing Date and the date this Agreement is terminated pursuant to ARTICLE IX, each of Buyer and Seller shall not, and shall not permit any of their respective Affiliates and Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof(through 39 acquisition, license, joint venture, collaboration or otherwise) if such acquisition would reasonably be expecied to materially increase the risk of not obtaining any applicable clearance, .orr.nt, approval or waiver under Antitrust Laws or other applicable Laws with respect to the Contemplated Transactions, or would reasonably be expected to materially prevent or prohibit or impede, interfere with or delay beyond the Termination Date ^obtuining any applicable clearance, consent, approval or waiver under Antitrust Laws or other applicuUt. Lu*r with respect to the Contemplated Transactions; plov!!g!, hryev9,[, that the ioregoing shall in no way restrict the sale, merger or similar business combination of Seller as a whole. (vii) Notwithstanding anything contained herein to the contrary, neither Seller nor its Affiiiates shall under any circumstance be required in connection with this Agreement or the Contemplated Transactions to offer, accept, agtee, commit to agree or consent to, any material undertaking, term, condition, liability, obligation, commitment, sanction o. oih.. measure; provided, however, that, subject to Section 5.2(aXiv), the foregoing shall not apply to the Sale Entities so long as any required material undertaking, term, condition, liabiiity, obligation, commitment, sanction or other measure is conditioned upon, and effective on or aftei, the Closing; proviidsd, further, that Seller and its Affiliates shall only agree to any such measure with respect to the Sale Entities with the prior written consent of BuYer. (viii) Buyer shall promptly notify Seller and Seller shall promptly notify Buyer of any notice o. oih"r communication from any Governmental Authority alleging that such Governmental Authority's consent is or may be required in connection with or as a condition of the Contemplated Transactions. (b) Third-Partv Consents. (i) As promptly as practicable, but in no event later than thirty (30) days after the Effeciive Date,lhe Pirties, as applicable, shall make, deliver or file all other notices, requests, filings, applications, registrations, consents and authorizations listed on Schedule 5.2(b). (ii) In fulfilling their obligations pursuant to this Section 5.2(b), the parties shall cooperate in good faith with each other and use Reasonable Efforts to obtain all necessary consents, approvals and authorizations of all third Persons necessary to consummate the Contemplated Transactions. (c) Seller agrees that between the Effective Date and the earlier of the Closing and the termination of this Agieement pursuant to ARTICLE IX, Seller shall not, and shall take all action necessary to ensure that none of the Sale Entities nor Seller's directors, officers and Affiliates shall, directly or indirectly: (i) (A) solicit, initiate, encourage or accept any other proposals or offers from any Person r.tutirrg to any direct or indirect acquisition or purchase of all o. uny portion of the capital stock or other equity or ownership interest of any Sale Entity or any mateiiat assets of the Sale Entities, other than inventory to be sold in the ordinary course of business consistent with past practice or as permitted pursuant to Section 5.4(.a), (B) enter into any merger, consolidation or othei business combination relating to the Sale Entities or (C) except for 40 the Internal Reorganization, enter into a recapitalization, reorganizationor any other extraordinary business transaction involving or otherwise relating to the Sale Entities; or 1ii; participate in any discussions, negotiations or other communications regarding, or furnish to any othe. i..ro, uny non-public information with respect to, or otherwise cooperate, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. promptly following the Effective Date, Seller shall cause each third party that ieceived informaiion retaiing to the Sale Entities in accordance with this Section 5.2(c) to promptly return or destroy all sucf, information in accordance with the terms of the applicable confidentiality agreement. (d) From and after the Closing, Seller will take all commercially reasonable actions, at Buyer's sole cost and expense, reasonably requested by Buyer in order to assist in enforcing any rights under other confidentiality agreements to which Seller or any of its Affiliates (other than any of the Sale Entities) is a party and covering non-public information with respect to the Sale Entities disclosed to a Person thereunder. Section 5.3 Certain Tax Matters. (a) Transfer Taxes. All Transfer Taxes incurred in connection with this Agreement and the Contemplated Transactions shall be borne fifty percent (50%) by Seller andfifty percent (50%) by Buyer, except for any Transfer Taxes incurred in connection with the Internal Reorganization which shall be borne by Seller. Each of Buyer and Seller, as applicable, shall cooperate and, to the extent required by applicable Tax Laws, join in the execution of any such Tax Returns or other documentation with respect to Transfer Taxes, except that Tax Returns or other documentation with respect to Transfer Taxes incurred in connection with the Intemal Reorganization shall be prepared by Seller. (b) Tal&Iurns. Any Tax Return to be prepared pursuant to the provisions of this Section 5.3(b) shall be prepared in a manner consistenfwiih practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in applicable tax Laws. The following provisions shall govern the allocation of responiiUitity ur between the parties for certain Tax matters: (D Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Sale Entity for all Pre-Closing Tax Periods (other than a Straddle Period) regardless of when they are to be filed (each, a ,,seller Return"). with respect to any Seller Return that is a Non-Income Tax Return (each, a"seller Non-Income Return") filed after the closing Date, Seller shall deliver to Buyer for its review and comment a copy of such Seller Non-Income Return for its review as soon as reasonably possible. Seller shall reasonably consider any comments provided by Buyer with respect to such Seller Non-Income Return. In no event will Buyer or any Affiliate of Buyer have any rights or access to any Tax Return or other Tax information of Seller's Affiliated Group that does not relate to the Sale Entities, including, for the avoidance of doubt, any Seller Consolidated Tax Return (other than pro forma returns or separate company returns of the Sale Entities, which Buyer reasonably requests). Buyer shall, and shall cause each Sale Entity to, authorize and direct their respective officers to execute any and all Seller Returns required to be filed by Seller pursuant to this Section 5.36)ii). Seller shall 41 timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the appliiable Governmental Authority) any Taxes due in respect of any Seller Retum (iie "seller Pre-Closing Taxes"); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital. For the avoidance of doubt, Seller Pre-Closing Taxes shall include any payments of estimated Taxes due with respect to any such Seller Return. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Sale Entity for all Straddle Periods (each, a"Buyer Return;). Buyer shall deliver to Seller any such Buyer Retum for Seller's review at least thirtyi3O) days before the date on which such Buyer Return is required to be filed, or as soon asreasonably possible if the Buyer Return is required to be filed within ninety (90) days following the Closing Date. Seller shall review any such Buyer Return within twenty (20) days after the delivery of such Buyer Return or as .oon u. reasonably possible if such Buyer Return is required (after taking into account all available extensions) to be filed within ninety (90) days following the Closing Date. Seller will be deemed to have approved any such Buyer Return as pr"pur.d by Buyer if it does not submit written comments within such review pe.iod. If Slller -delivers comments to Buyer within such review period, Buyer and beller shall use good faith efforts to resolve any dispute in connection with such comments. In the event Buyer and Seller are unable to agree on any such revisions within ten (10)days after Seller provides its comments, Buyer and Seller shall resolve the dispute in accordance with Section 5.30Xiii). At least three (3) days prior to the due date of any Buyer Rehlm, Seller shall pay to Buyer the portion of Taxes due in respect of such Tax Retums that are allocated to the Pre-Closing Tax Period under thi principles set forth in Section 5.3(bXvi) (the "seller Straddle Taxes");provided that Seller Straddle Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital. For the avoidance of doubt, Seller Straddle Taxes shall include any payments of estimated Taxes due with respect to any such BuYer Retum. (iii) If Buyer and Seller are unable to reach agreement within ten (10)days after receipt by Buyer of Seller's comments with respect to a Buyer ieturn -(or as soon ai reasonably possible if such Buyer Retum is required (after taking into account all available extensions) to be filed within ninety (90) days follo'iring the Closing Date), the disputed items shall be resolved by the Independent Auditor, and the Independent Auditor's determination with respect to such matters shall be final and binding on the Parties. The Independent Auditor shall resolve the dispute in a manner consistent with the provisions of this Section 5.3ft) within twenty (20) days after the dispute has been referred to it. If th. 6d.p..d*t Auditor is unable to resolve any disputed items before the due date for filing such Buyer Return, Buyer may file such Buyer Retum as prepared by Buyer, b--ut such Buyer Return (as filed) thereafter shall be amended to reflect the Independent Auditor's resolution of the Parties' dispute with respect to such Buyer Return. The fees and expenses of the Independent Auditor shall be borne by each 42 Party in the percentage inversely proportionate to the percentage of the total items submitted for dispute that are resolved in such party,s favor. (iv) All Indemnified raxes shall be the responsibility of Seller. (v) [Intentionally Omitted.] (vi) For purposes of this Agreement, in the case of any Taxes of any sale Entity that are payable for a Straddle Period, the portion of such Tax which ielates to the portion of such Straddle Period ending as of the Closing Date shall, in the case of any Taxes imposed on a periodic basis (such as p.op".ty or ad valorem Taxes), be deemed to be the amount of such Tax for the entire Straddle period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and, in the case of non- periodic Taxes (i.e., such as Taxes that are (w) based upon or related to income or receipts, (x) imposed in connection with any capital or debt restructuring, (y) imposed in connection with any sale, distribution, or other transfer o. usigri*".rt of property (real or personal, tangible or intangible), or (z) payroll, withh-olding, excise and similar Taxes), the portion of such Tax which relates to the portion Ji such Straddle Period ending on the Closing Date shall be determined based on a closing of the books at the end of the Closing Date. The portion of any Taxes of any Sale Entity attributable to a Post-Closing Tax Period shall be calculated in a corresponding manner. Notwithstanding the foregoing, if the Closing Date is any date during the month other than the first or the last day of the month-, pursuant to Treasury Regulations Section 1.1502-76(bx2xiii), the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall be determined by closing the books at the end of the preceding month and at the end of the month that includes the closing Date ("Month of thi change,,) and ratably allocating items from the Month of the change by multiplying sucfi entire month,s items by a fraction, the numerator of which is the numbirof days in the Month of the Change beginning on the first day of such month and ending on and including the Closing Date and the denominator of which is the total n.,-b". of days in thI Month of the Change; provided that, notwithstanding anything else to the contrary in this Agreement, the Parties agree that any Taxes arising as a result of the Intemal Reorganization shall be allocated to the Pre-Closing Tax Period. At least sixty (60) days prior to the filing of any Tax Returns that include items being allocatedinthe Month of the change, each of Seller and Buyer shall provide to ihe other party a draft schedule providing for the items and amounts irising in the Month of ihe change to be prorated pursuant to Treasury Regulations Section 1.1502- 76(b)(2)(iii), as well as the items and amounts to be treated as "extraordinary items,, r'vithin the meaning of Treasury Regulations Section l.l502-76,and the parties shall discuss in good faith and attempt to agree upon any such draft schedule. If any disagreement cannot be resolved by at least thirty (30) days prior to the filing of thl relevant Tax Retum, then such disagreement shall be resolved by the Independent Auditor and any such determination by the Independent Auditor shall be dnal and 43 binding on the parties. The fees and expenses of the Independent Auditor shall be borne by the parties in a manner consistent with the provisions of Section 2.1(c). (vii) For purposes of Treasury Regulations Section 1.1502- 76(bX1j(iii(A) and (B) (and for purposes of similar provisions under state, local and foreign Tax Law), the Parties agree that, with respect to any Sale Entity that is a membei of Seller's Affiliated Group, the status of each such Sale Entity as a member of Seller's Affiliated Group shall cease as of the end of the Closing Date, and each such Sale Entity shall become a member of Buyer's Affiliated Group as of the beginning of the day immediately following the Closing Date. The Parties agree th; Buy-r and its Affiliates (including, following the Closing, any Sale Entity) shall not make an election under either Treasury Regulations Section l150Z-76(bX2XiiXD) or Treasury Regulations Section 1.1502- 76(bx2xiii) to ratably allocate items (or make any similar election or ratably allocate items under any coffesponding provision of state, local or foreign Law), and shall not apply the "next day" rule of Treasury Regulations Section 1.1502- 76(bxlxii)@) ;ith respect to any item of expense or deduction incurred on the Closing Daie by any Sale Entity described in Section 5.3(b)(ix). The Parties shall file, an-cl shall causeeach of their respective Affiliates and each Sale Entity to file, all federal Income Tax Returns (and to the extent permitted, all state, local and foreign Income Tax Returns) in a manner consistent with this Section 5.3(bXvii) unless otherwise required by a change in applicable Law' (viii) Seller and Buyer agree that, except with respect to Tax incurred by Seller upon the sale of the Interests to Buyer pursuant to this Agreement, Buyer shall beiesponsible for all Taxes incurred by or with respect to any Sale Entity that are not Indemnified Taxes. (ix) Any and all deductions, the economic burden of which is borne by Seller, related to (x) any bonuses or other compensatory amounts paid by any Sale Entity in connection with the Contemplated Transactions, (y) expenses with respect to Indebtedness being paid by or on behalf of any Sale Entity in connection with the Closing, and (z) all transaction expenses and payments that are paid by or on behalf of any Sale Entity or Seller prior to or in connection with the Closing and deductible Uy ttre any Sale Entity for Tax purposes shall, to the extent "more likely than nof' pirmitted under applicable Law (or permitted at a higher confidence level), be treated for Incomi Tax purposes as having been incurred by the applicable Sale Entity in, and reflected as a deduction on the Income Tax Returns of the applicable Sale Entity for, the Taxable Period or portion thereof ending on the Closing Date. (c) Cooperation. Each Party shall provide the other Parties with such assistance as may r.uronuiiy be requisted by the other Parties in connection with the preparation of any Tax Return, any audit o, oth., examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with an! records or information which may be relevant to such return, audit or examination, pioceedingi or determination. Any information obtained pursuant to this Section 5.3 44 or pursuant to any other Sections hereof providing for the sharing of information relating to or review of any Tax Return or other schedule relating to Taxes shall be subject to the terms of the Confi dentiality Agreement. (d) Tax Proceedings. (i) Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a "Tox Proceeding"), the applicable Party shai inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party's obligation to indemnify a Party or its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a .esrlt of such failure to notify. (ii) with respect to a Tax Proceeding for any pre-closing Tax period (other than a Straddle Period), Buyer shall afford Seller, at Seller's expense, the opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at Buyer's expense, to attend and participate in such Tax Proceeding, but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any of its Affiliates. If Seller elects not to control the conduct ofany such Tax Proceeding, Buyer shall control the conduct ofsuch Tax Proceeding at Buyer's expense, and Seller shall have the right (at Seller's expense) to attend and participate in such Tax Proceeding. Neither Buyer nor Sellei shall settle or compromise such Tax Proceeding without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iiD with respect to a Tax Proceeding for any Straddle period, Buyer shall control the conduct of such Tax Proceeding; provided, however, that Seiler shall have the right, at Seller's expense, to attend and participate in such Tax Proceeding, but only to the extent such Tax Proceeding pertaini to a Sale Entity and does not involve Buyer or any of its Affiliates. If Buyer elects not to control the conduct of any such Tax Proceeding, Seller shall control the conduct of such Tax Proceeding at Seller's expense, and Buyer shall have the right (at Buyer,s expense)to attend and participate in such Tax Proceeding. Neithe. Buy". nor Seller shall settle or compromise such Tax Proceeding without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iv) Notwithstanding any other provision in this Agreement to the contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (l) any Tax Return of Seller or any of its Affiliates (other than the Sale Entities) and (2) any Seller Consolidated Tax Return, and (B) Buyer shall have the sole right to control, settle, and compromise all Tax Proceedings related to (l) any Tax Return of Buyer or any of its Affiliates (other than the Sale Entities) and (i1 any 45 Consolidated Tax Return and that includes a Sale Entity, on the one hand, and Buyer or any Affiliate of Buyer (other than another Sale Entity), on the other hand' Buyer shall have noright to attend or participate in any Tax Proceeding described in Section 5.3(dXiv)(A), or to receive copies of any correspondence or other information related to any Tax Proceeding to thi extent such Tax Proceeding, colrespondence, or other information includes or pertains to Seller or any of its Affiliates (other than any Sale Entity). Seller shall have no right to attend or participate in any Tax Proceeding described in Section 5.3(.il(iv)iB), or to receive copies of any correspondence or other information *t"t.d to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Buyer or any of its Affiliates (other than any Sale Entity). For the avoidance of doubt and notwithstanding anything herein to the contrary, this Section 5.3(d), and not Section 10.2, shall exclusively govern with respect to any Tax Proceeding. (e) Tax Refunds. Except to the extent reflected as an asset (or an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit tr reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized(whether by an actual receipt of refund or credit, or by actual offset against other Taxes iue and payable), be paid within fifteen (15) Business Days of such realization as follows, in each "a.. nei oi any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically bome by Seller; and (ii) to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be reiurned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence- ug.."r promptly to repay the amount of such refund or credit, together with any interist, penalties or other additional amounts imposed by such Taxing Authority, to the other party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For pr.po..r of this Section 5.3(e), where it is necessary to apportion any such refund, credit or ieduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned prisuant to Section 5.3(bXvi). Buyer shall use Reasonable Efforts to cooperate, and shall use iteasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Retums and other applicable forms with the applicable Taxing Authority; p.o"id"O, any refund, credit or reduction shall be for the account ofBuyer (in each case, net ofany Eu*nobl", documented out-of-pocket costs (including Taxes) of Seller or its Affiliates incurred in receiving such refund, credit or reduction ofTaxes) ifsuch refund, credit or reduction arises as a result of any carry back to a Pre-Closing Tax Period (if such carry back is automatic and required by operation of applicable Tax Law) of any net operating loss, net capital loss or other tax credit, in each case, thai is attributable to or arises from any taxable period (or portion thereof) commencing after the Closing Date. (fl Other Tax Matters. (i) Except as otherwise contemplated by this Agreement, on the Closing Date after the Closing, neither Buyer nor any of its Affiliates shall permit 46 or otherwise allow any Sale Entity to take, any action not in the ordinary course of any Sale Entity's business, including the making or revocation of any Tax election, the cancellation or modification of any debt, the incurrence of any ;'extraordinary item" (as defined in Treasury Regulations Section l.l5o2-76(b)(2)(ii)(c), the merger or liquidation of any Sale Entity or the distribution of any property in respect of any of the equity interests of any Sale Entity. After the Closing -and subject to the provisions of Section 5.3(d), Buyer and its Affiliates shall nol, and Buyer and its Affiliates shall not permit any Sale Entity to, take any of the following actions: (A) other than any Tax Return (or amendment thereof) that is filed pursuani to Section 5.3(b), file or amend or otherwise modify any Tax Return of any Sale Entity relating to a Pre-Closing Tax Period, (B) other than in connection with the preparation or filing of any Tax Return (or amendment thereof) that is filed pursuant to Section 5.3(b) make or change any Tax election or accounting method oipractice of any sale Entity with respect to any Pre-closing Tax period, (c) extend oi waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to any pre-Closing Tax period, (D) make or change any Tax election or accounting method or practiie with respect'to, or that has retroactive effect to, any pre-Closing Tax period, (E) cause oipermit any Sale Entity to carry back a net operating loss, Tax credit or other similai item arising in a Post-Closing Tax Period to a Pre-Closing Tax Period (unless such carry back occurs automatically and is required by operation of applicable Tax Law) or (F) make or initiate any voluntary contact with a Govemmental Authority."gu.ding Taxes with respect to any Pre-Closing Tax Period or enter into any voluntar! disclosure agreement or engage in any voluntary compliance procidures witir respect to any Pre-Closing Tax Period, in each case, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); j! being understood that Seller's failure to consent with respect to a matter shall not be deemed to be unreasonably conditioned, withheld or delayed if such matter would have a more than de minimis adverse effect on a -Seller Consolidated Tax Return. (ii) The Parties acknowledge and agree that the purchase and sale of the Interests as contemplated by this Agreement will be treated as the purchase and saleof (A) the stock of each company subsidiary that is directly owned by the company other than Dominion Gas projects company , LLC and (B) the asslts of Dominion Gas Projects Company,LLC for federal and applicable state Income Tax purposes and neither Buyer nor any of its Affiliates will make any election pursuant to code Section 338 or code Section 336 with respect to any Sale Entity. (iii) To the extent that the sale of any of the assets of the company as contemplated by this Agreement is subject to the rules of Treasury Regulations Section 1.1502-36, Seller shall (A) make a valid and timely election underlreasury Regulations Section 1.1502-36(dX6XiXA) to elect to reduce its basis in such asset to the extent necessary to avoid attribute reduction under Treasury Regulations Section 1.1502-36(d) and (B) not make any election to reattribute attribuGs under Treasury Regulations Sections 1.1502-36(dX6XD@) or (c). Seller shall provide a copy of any election described in this Section 5.3(fl(iii) (together with reasonable 47 supporting documentation setting forth any relevant calculations) to Buyer at least ttrirty tgO) days prior to the due date for such election and shall reflect any reasonable comments delivered by Buyer on such election' (g) Tax Sharine Agreements. All Tax sharing agreements or affangements that provide for the'ailocation, apportionment, sharing, or assignment of Tax liability between a Sale bntity, on the one hand, and Seller or Seller's Affiliates (other than another Sale Entity), on the othei irand, shall be terminated as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities shall have any further liability thereunder. Section 5.4 Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to ARTICLE IX, Seller shall cause each Sale Entity to (i) conduct its business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement or wiih the prior written consent of Buyer (which consent shall not be u*.uroruily withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity. Except as required by this Agreement, by any Material Contract in effect as of the Effective Date and set forth in the Schedulei, applicable Law, any Governmental Authority or any Permit or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to ARTICLE IX, without the consent of Buyer, which consent will not be unieasonably withheld, conditioned or delayed, Seller shall not cause or permit any Sale Entity to: (i) sell, transfer, convey, license, abandon, let lapse or otherwise dispose of any assets or properties, other than sales, transfers, conveyances or other dispositions (A) of obsolete or surplus assets, (B) in accordance with any existing Contract, (Cj other than with respect to Intellectual Property, that do not exceed $5,000,000 in the aggregate, (D) with respect to Intellectual Property, the grant of non-exclusive licenses in ttre ordinary course of business consistent with past practice, or (E) pursuant to the Intemal Reorganization; (ii) modify or amend in any material respect, terminate or waive any material right under any Material Contract, or enter into a Contract that would have been a Material Contract had it been entered into prior to the Effective Date, except for (A) any renewals or extensions of existing Contracts on substantially the same terms as such existing Contract, (B) any Contracts entered into in the ordinary course of business (other than thi types of contracis specified in clause (d), (e) or (f of the definition of "Material Contract'), (C) any Contracti with respect to capital expenditures in the ordinary course of business, (D) any bontract necessary or required to effect the Internal Reorganization, and (E) termination of any Contracts with Affiliates pursuant to Section 5.8; (iii) amend the Organizational Documents of any Sale Entity, except for immaterial or ministerial amendments or in order to effectuate the Internal Reorganization; 48 (iv) except for any Indebtedness that will be repaid in full prior to Closing, incur any Indebtedness for borrowed money or guarantee any such Indebtedness of another Person, or issue or sell any debt securities or warrants or otirer rights to acquire any debt security of the Sale Entities, except for Indebtedness for borrowed *oney incurred in the ordinary course of business consistent with past practice; (v) create or incur any Lien material to the Company or any of its Subsidiaries, taken as a whole, other than Permitted Encumbrances incurred in the ordinary collrse of business consistent with past practice; (vi) make any capital expenditures outside the ordinary course of business except in the event of an emergency situation or to address human health and safety issues; (vii) except as may be required to effect the Internal Reorganization, make any acquisitions (including by merger) of the capital stock, equitylecurities, membership interests or a material portion of the assets of any other person; (viii) increase in any respect the compensation of any Business Employee @roviaed that payments of bonuses and other grants and awards made in the ordinary course of business shall not constitute an increase in compensation), except (A) in thl ordinary course of business consistent with past practice, bui under no circumstances will such increase exceed three percent (3%) of a Business Employee's annual salary or hourly rate unless Buyer agrees seven (7) days prior to such increase, (B) as required iursuant to applicable Law or the terms of any Employee Plans or other employ"" b.n.ht plans or alrangements in effect on the Effective Date and (C) annual cost-of-living, merit, new hire, promotion or similar increases in salaries, wages and benefits of employees made in the ordinary course of business and consistent with past practice, but undtr no circumstances will such increase exceed three percent(3%) of a Business Employee's annual salary or hourly rate without the prior written consent of Buyer, such consent not to be unreasonably withheld, delayed or condition) at least seven (7) days prior to such increase; (ix) (A) hire or engage any individual who would be a Business Employee and whose annual base compensation is expected to exceed $175,000, (B) terminate the employment or service provider relationsliip of any Business Employee other than a termination for cause, or (C) callse any Business employee to cease providing services primarily for Seller or any of its Affiliates, in each case other than in the ordinary course ofbusiness; (x) adopt or amend any Employee Plans (except as required by Law or for immaterial or ministerial amendments; provided, however, that if any such amendment is made, copies of such amendments are promptly provided to Buyer); (xi) (A) become a party to, establish, adopt or enter into any collective bargaining or other labor union Contract or (B) amend or modify any collective bargaining or other labor union Contract in effect on the Effective Date; 49 (xii) make any material change to its methods of accounting, except as required by U.S. GAAP (or any interpretation thereof), as required by a Governmental Authority or as required by applicable Law; (xiii) split, combine or otherwise change its capital stock, partnership interests or membership interests, as the case may be, or redeem any of its capital stock, partnership interests or membership interests, as the case may be; (xiv) except as may be required to effect the Internal Reorganization, issue, sell, grant any shares of, dispose of, transfer or create any Lien on its capital stock, partnership interests or membership interests, as applicable, or any securities or rights ionvertibli into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, partnership interests or membership interests, as applicable, or any rights, warrants or options to purchase any shares of its capital stock, partnership interests or membership interests, as applicable, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares ofits capital stock, partnership interests or membership interests, as applicable; (xv) redeem, purchase or otherwise acquire any of its outstanding shares of capital stock, partnership interests or membership interests, as applicable, or any rights, warrants or options to acquire any shares of its capital stock, partnership interests or membership interests, as applicable, except pursuant to any Contract in effect as of the Effective Date; (xvi) (A) make any material Tax election inconsistent with past practice, (B) change or revoke any material Tax election, (C) settle or otherwise compromise any iax claims, audits, assessments or controversies with respect to a material amount of Taxes, (D) adopt or change any material method of Tax accounting, (E) file any amended material Tax Return, (Ff enter into any closing or similar agreement with any Taxing Authority with respect to a material amount of Taxes, (G) surrender any right to claim a refund with respeci to a material amount of Taxes, or (H) agree to an extension or waiver of the statute of limitations with respect to any material Taxes; (xvii) waive, release, assign, settle or compromise any material claim against the Sale Entities, other than waivers, releases, assignments, settlements or clmpromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages that do not exceed $5,000,000 (net of insurance) in each in.tun.., (B) do not impose any material obligations on the business or operations of the Sale Entities, taken as iwhole, and (C) do not involve any admission of wrongdoing; (xviii) adopt a plan or agreement of complete or partial liquidation or dissolution; (xix) accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise incriase Cash on hand, except, in each case, in the ordinary course of business consistent with past practice; 50 (xx) (x) enter into any material lease for real personar property that provides for a remaining term of more than one (1) year or (y) modify or amend the terms of any material operating lease to provide for a remaining term of more than one (l) year, in each case other than in the ordinary course ofbusiness; (xxi) declare, set aside, make or pay any non-cash dividend or other distribution on or with respect to any capital stock or other equity or ownership interest, except with respect to any Excluded Assets or Retained Liabilities or as otherwise contemplated by this Agreement or the Intemal Reorganization; (xxii) subject any of the Sale Entities to any bankruptcy, receivership, insolvency or similar proceeding; (xxiii) make any material modification to the Intemal Reorganization; or (xxiv) enter into an agreement to do any of the things described in clauses (i) through (xxiii) above. (b) Between the Effective Date and the Closing, Seller shall (i) keep Buyer promptly informed of any filings, material communication or meeting with any Governmental Authority with respect to rate cases affecting any Sale Entity, including any seitlements related thereto, (ii) provide copies, if requested by Buyer, of any material ntingr submitted to any Govemmental Authority in connection with such rate cases, (iii) consult with Buyer and givl Buyer a reasonable opportunity, within the time constraints imposed in such rate cases, to comment on proposed material filings submitted to any Governmental Authority in connection with such rate cases, which comments Seller shall consider in good faith and (iv) at the request of Buyer and subject to Seller's reasonable discretion, provide Buyer or its counsel a reasonatle opportunity to observe any material meeting. Buyer shall have the opportunity to review and comment to Seller on all economic aspects of any rate case filing, including any filings or settlements related thereto. Buyer shall have the right to approve ("vhich approval shall not be unreasonably withheld, conditioned or delayed) any settlement of any base rate case only to the extent such settlement would reasonably be expected to materially and adversely affect the Sale Entities, taken as a whole, after the Closing. Section 5.5 Notice of Changes. From the Effective Date untilthe Closing, each party shall promptly advise the other Party in writing with respect to any fact, event or circumstance that arises after the Effective Date of which such Party obtains knowledge and which, if existing or occurring at the Effective Date and not set forth in this Agreement or any of the Schedules, would have constituted (a) a breach of a representation or warranty of such Party contained in ARTICLE III or ARTICLE IV, as the case may be, such that the closing condition in Section 6.1 or Section 7.1, as the case may be, cannot be satisfied, or (b) a breach of Section 5.4; reyjdgdhowever, that no such notification will affect the representations, *u.*rrti.q covenants or agreements of such Party, the conditions to Closing of the other Party under this Agreement or the remedies available to a Party receiving such notification. Any actions ofthe Sale Entities occurring following the Effective Date which are expressly required by this Agreement or consentea to U! Buyer pursuant to Section 5.4(a) or Section 5.4(b) shall automatically be deemed to amend and update any appropriate Schedule solely with respect to the representations and warranties of Seller. 5l and such amendment shall not be subject to, or included in, any determination of whether the provisions of Section6'2 or Sectiong'1(c) have been satisfied or are applicable; provided' that such action does not result in a Material Adverse Effect. Section 5.6 EmPloYee Matters. (a) (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Oate; iii) Buyer shall iause all TSA Support Employees with a primary office location immediaiely prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement und the satisfaction of the Post-Closing Employer's standard applicable pre- eriployment screening processes, including lvith respect to any applicable background checks and drug testing, which sireening shall not be applied in a manner that is more stringent than as is uppli.d to iimilarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere *ith any such employment offer or negotiations by Buyer and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business empioyee *ho, Lr of the Closing Date, is not active and is receiving wage replacement benefits lexcepi as provided in Section 5.6(t) with respect to workers' compensation benefits), such offer of employment shall be contingent and effective upon the employee's return to active employrnent, providedsuch retum to employment occurs within six (6) months after the Closing Date. To the ilt.nt tt ut Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the u-trrrt of such payment or (y) the amount such employee would have received if such employee had been on Posi-Closing Employer's severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, deiide to keep all or any portion of the Business Employees employed wit-h Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for r,rppo.t will become TSA Support Employees, in order to facilitate administration of the Transition-Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a ..p*i. employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to ury rrtn leased .-ploy.", any references in this Section 5.6 to the "Closing Date" or similar shall refer instead to thelasi day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. euyei shall cause each Business Employee to complete a USCIS Form I-9 at the time of employment with Post-Closing Employer. (b) Commencing on the Closing Date and continuing through the date that is twenty-four (24) months following the Closing Date (the "Continuation Perioct'), and subject to 52 Section 5.6(e) below, Buyer shall cause a Post-Closing Employer to provide to each Business Employee who becomes employed by a Post-Closing Employer (i) base pay that is no less than his or her base pay as in effect as of immediately prior to Closing, (ii) targeiannual cash bonus that is no less than his or her target annual cash bonus in effect as of immediately prior to Closing, and(iii) (l) various stipends, and all other compensation and benefit plans, including but not timitea to 401(k) or other employee savings plan, defined benefit pension benefits and health and welfare benefits, that, in the aggregate, are no less than his or her various stipends, and all other compensation and benefit plans in effect immediately prior to the Closing; and (2) employment at a work location no more than fifty (50) miles from his or her work location as of immediatlly prior to the Closing, including those locations set forth in Schedule 5.6(b), except that for thosl TSA Support Employees with a primary work location immediately prior to Closing that is outside of Ohio, Utah, Wyoming, West Virginia, South Carolina or Nortti Carolina, Buyir may, in its sole discretion, provide employment at any location that it determines appropriate. For the sake of clarity, the aggregate determination under clause (iixl) of this Section S.6 shall be subject to the remaining provisions of this this Section 5.6 as they pertain to the benefits referenced pursuant to clause (iixl), and further, shall be subject to the Mirror Plan Period as outlined in Secfion 5.6(g). (c) Seller shall cause any long-term incentive award granted to a Business Employee under a Seller long-term incentive plan (a "seller LTI Awardj to vest on a pro-rata basis on the Closing Date in accordance with the terms of such plan, based on the period from the start of the vesting or performance period applicable to such award through the Closing Date. With respect to each Seller LTI Award of a Business Employee that is pro-rated in accordance with the preceding sentence, Buyer shall cause the applicable Post-Closing Employer to grant to each such Business Employee a long-term incentive award under the Post-Cloiing Employer,s long-term incentive plan for the remainder of the original vesting or performance piriod-apilicable to such award, with a grant-date target value no less than the grant-date target value of Siiler LTI Award, pro-rated for such period. (d) During the Continuation Period, Buyer shall cause the Post-Closing Employer to provide to each Business Employee who was classified by Seller as an officer (VicI President or above) with annual grants (such grants occurring at the time annual long-1sp1 incentive grants are made generally by Buyer) of long-term incentive awards under the posf Closing Employer's long-term incentive plan with target grant date values of awards for each such eligible Business Employee that are not materially less than the target grant date value of the most recent award received by the Business Employee under the Seller's long-term incentive plan prior to the Closing. (e) Subject to Section 5.6(g) below, if, during the Continuation Period, (i) the employment of any Business Employee is involuntarily terminated, other than for cause, (ii) such Business Employee resigns by reason of his or her relocation, without his or her consent, to a work location that is more than fifty (50) miles from the individual's work location immediately prior to the Closing, or (iii) such Business Employee resigns after being offered a position with (i) base pay or target annual cash bonus that is less than that in effect immediately prior to Closing, or (2) other compensation and benefits that in the aggregate are less than that in eifect immediately p.io. to Closing, Buyer shall cause the Post-Closing Employer to provide such Business Employee severance benefits that are no less than the severance benefits available to other similarly ,ituut.O employees of Post-Closing Employer or its Affiliates. For any Business Employee who is an 53 officer (Vice President or above), the severance benefits provided pursuant to this Section 5.6(e) shall be as described in this Section 5.6(e), but as modified on Schedule 5.6(e). Notwithstanding the foregoing, any resignation in (ii) or (iii) above must occur within 90 days of the condition giving ri-se to the termination first occurring and the Post-Closing Employer shall have thirty (30) days to cure the condition. (f) For any Business Employee who has entered into an Employment Continuity Agreement or other similar change-in-control or retention agreement with Seller or its Affiliate,-in each case, that is listed on Schedule 5.6(fl, Buyer shall cause the Post-Closing Employer to assume each such agreement as of the Closing Date and to keep such agreement, in effect for the duration of the Continuation Period. (g) As of the Closing Date, all Business Employees shall, if applicable, be eligible to participate in and, if elected, shall commence participation in the employee benefit plans lwittrin the meaning of Section 3(3) of ERISA), programs, policies, contracts, fringe benefits, or u*u.rg.*"nts (whether written or unwritten), including, but not limited to, the defined contribution plan,-the Buyer Pension Plan (as defined below), retiree medical plan, and retiree life plan and tther welfare plans, of the applicable Post-Closing Employer or its Affiliates (collectively, "Post- Closing Empioyee Plans"), iubject to the terms and conditions of those Post-Closing Employee plans in effect as of the Closing Date or as thereafter modified at the sole discretion of the applicable Post-Closing Employer of its Affiliates, provided that the terms of the Post-Closing drnploy.. plans for the duration of the period when Seller or its Affiliate is administering payroll and employee benefits for the Post-Closing Employer under the Transition Services Agreement (,,Mirrir Fhn Pefiod') shall, with respect to any Business Employee, mirror the terms of the corresponding Employee Plan providing retirement or health and welfare benefits to such Business Employee immediateiy prior to the Closing Date. Notwithstanding the foregoing, the terms of the posi-ciosing Employee plans with respect to a Business Employee during the Mirror Plan Period may deviat.- f.o111 the corresponding Employee Plan to the extent: (i) it is not administratively practical to mirror the corresponding Employee PIan; (ii) provided for under, or consistent with, ihe Transition Services Agreiment; (iii) such deviation is immaterial; or (iv) such deviation is agreed to by the applicable Parties. The Post-Closing Employee Plans for which a Business E"mployee s-trall Ue-eligible for the duration of the Mirror Plan Period shall be limited to the coriesponding Employee Plans for which the Business Employee was eligible as of the Closing Date. To the extent Blyer maintains a Post-Closing Employee Plan with respect to which there is no corresponding Empioyee Plan, any Business Employee shall not be eligible to participate in such Posi-Closing Employee Plan urntil such time as the Business Employee ceases performing services under the Transition Services Agreement. (h) Effective as of the Closing Date, Seller shall cause all benefit liabilities and obligations under the Dominion Energy Pension Plan associated with the Business Employees as of the Closing Date (the "Assumetl Pension Obligations") to be spun-off and transferred to a pension plan iponsored by Buyer or one of its Affiliates (the'oBttyer Pension Plan") and direct assets trita in Seller -uit.. pension tnrst (which may include assets within the meaning of Section 401(h) of the Code) to be transferred to the tax-qualified trust associated with such plan (the ,,Btryer' iension Trusf') in accordance with Section 414(l) of the Code with respect to the Assumed Pension Obligations. Buyer shalltake any and all actions necessary, effective as of the Closing Date, to establish and maintain the Buyer Pension Plan and Buyer Pension Trust, and to 54 assume and to fully perform, pay and discharge, all Assumed Pension Obligations. For the avoidance of doubt, this paragraph does not bind Buyer to offer this or any panicular benefit designfor any ongoing period of time beyond the Closing Date (subject to the requirements -of Section 5.6(b) and (g)), and Buyer's rights to continue, amend, and/or terminate thisbenefit to the maximum extent permitted by applicable Law. (i) Effective immediately before Closing, Seller shall cause all benefit liabilities and obligations under the Dominion Energy Retiree Health & Welfare Plan associated with the Business Employees as ofthe Closing Date (the "Assumed Retiree Welfure Obligations,,) to be spun-off and transferred to a plan providing retiree medical and life lnsu.unc" benefits sponsored by Buyer or one of its Affiliates (the "Buyer Retiree Welfure Plan") and direct assets held in the Seller's masterpension trust within the meaning of Section 401(h) of the Code to be transferred to the Buyer Pension Trust in accordance with Section alaO of the Code with respect to the Assumed Retiree Welfare Obligations. Buyer shall take any and all actions necessary, effective as of the Closing Date, to establish or maintain the Buyer Retiree Welfare plan, and io assume and to fully perform, pay and discharge, all Assumed Retiree Welfare Obligations. For the avoidance ofdoubt, this paragraph does not bind Buyer to offer this benefit for any ongoing period of time beyond the Closing Date (subject to the requirements of Sections 5.6@j urJ(g)), and Buyer shall have the rights to continue, amend, and/or terminate this benefit to the maximum extent permitted by applicable Law. 0) Effective as of the Closing Date, (i) the Sale Entities shall cease to be participating employers in all Employee Plans sponsored by Seller or any ERISA Affiliate and(ii) all Business Employees shall cease to be active participants in all Employee plans sponsored by Seller or any ERISA Affiliate and shall cease to accrue additional benefits under such plans for any periods from and after the Closing Date. (k) Buyer shall cause each Post-Closing Employer to accept or cause to be accepted transfers from Seller's or any ERISA Affiliate's flexible spending account plan of each Business Employee's account balances as of the Closing Date and credit suih employle with such amounts under the applicable Post-Closing Employee Plan. On and after thi Closing Date, Business Employees shall have no further claim for reimbursement under flexible sfiending account plans sponsored by Seller or any ERISA Affiliate and all claims must be submitted under the applicable Post-Closing Employee Plan, including expenses incurred prior to the Closing Date. (l) Buyer shall cause to be provided to each Business Employee credit for prior service with Seller or any ERISA Affiliate for all purposes (including vesting, eligibility, benefit accrual or level of benefits) in all Post-Closing Employee Plans, maintained or piovidld by the applicable Post-Closing Employer or its Affiliates in which such Business Employees are eligible to participate after the Closing Date; provided, however, that the Post-Closing U.nptoy.. plan may exclude any such prior service credit that would result in a duplication of beneirts and that any Post-Closing Employee Plans that provide for retiree welfare benefits shall exclude any such prior service credit for Business Employees who were not participating in Seller retiree welfare benefit plans as of the Closing Date. (m) For all time-off policies maintained by Buyer or its Affiliates, Buyer shall cause each Post-Closing Employer to provide each Business Employee service credit for all years 55 of service with Seller or its Affiliates (except to the extent any such crediting would have the effect of duplicate accruals related to the same period of service). (n) To the extent allowable by Law, Buyer shall take any and all necessary action to cause the trustee of a defined contribution plan of Buyer or one of its Affiliates, if requested to do so by a Business Employee, to accept a direct "rollover" of all or a portion of such employee's distribuiion from a defined contribution plan maintained by Seller or any ERISA Afntiate (excluding securities, but including plan loans to the extent all information requested in order to administer such loans is provided in connection with such direct rollover request) if such Business Employee elects such direct rollover within sixty (60) days following the Closing Date. (o) Seller or each ERISA Affiliate shall take all necessary action as of the Closing to cause the defined contribution plans maintained by Seller or such ERISA Affiliate to providE for the continued repayment of any outstanding loans maintained under such plans by 'Business Employees according to the applicable loan repayment terms as in effect on the Closing Date. (p) As of the Closing, Seller or each ERISA Affiliate shall take all necessary action to cause the defined contribution plans maintained by Seller or such ERISA Affiliate to fully vest the Business Employees in their account balances under such defined contribution plans. (q) With respect to each Business Employee (including any beneficiary or the dependent thereofl, Seller o..uih ERISA Affiliate shall retain all liabilities and obligations arising ,ni.. any medica'I, dental, vision, life insurance or accident insurance benefit plans sponsored by Seller oi such ERISA Affiliate to the extent that such liability or obligation relates to claims incurred (whether or not reported or paid) prior to the Closing Date. For purposes of this Section 5.6(q), a claim shall be deemed to be incurred (i) with respect to medical, dental and vision b.*f,tr, ", the date that the medical, dental or vision services giving rise to such claim are performed, (ii) r,vith respect to life insurance, on the date that the death occurs and (iii) with respect io accidental death and dismemberment and business travel accident insurance, on the date that the accident occurs. (r) With respect to each Business Employee who is not actively at work and who is, as of the Closing Date, receiving any form of paylwage continuation (including, but not limited to, short-term sickness, disability, military leave or vacation pay, but excluding any Business Employee receiving benefits under Seller's long-term disability plan), Seller or each ERISA Affiliate shall be responsible for any such payments due prior to the Closing Date and Buyer or the applicable Post-Closing Employer shall be responsible for any payments due on or after the Closing Date, except as provided in Section 5.6(s) with respect to workers' compensation benefits. (s) Seller and its Affiliates shall be responsible for all workers' compensation liabilities and obiigations for Business Employees or other former employees of the Sale Entities to the extent such liabilities and obligations relate to events which occurred prior to the Closing. Buyer shall assume all workers' compensation liabilities and obligations for Business Employees or other former employees of the Sale Entities to the extent such liabilities and obligations relate to events which occur on or after the Closing. 56 (t) Effective as of the Closing Date, Seller and/or each ERISA Affiliate shall be responsible for providing coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") to any Business Employee, his or her spouse or dependent person as to whom a "qualifying event" as defined in Section 49808 of the Code has occurred prior to the Closing Date. (u) If a plant closing or a mass layoff occurs or is deemed to occur with respect to a Sale Entity at any time on or after the Closing Date, Buyer shall be solely responsible for providing all notices required under the Worker Adjustment and Retraining Noiification Act,29 U:S.C. $2109 et seq. or the regulations promulgated thereunder or similar staie Laws and for takingall remedial measures, including, without limitation, the payment of all amounts, penalties, liabilities, costs and expenses if such notices are not provided. (v) Each eligible Business Employee shall be entitled to a prorated payment in accordance with Seller's annual incentive plan for the period from January I througn the Ctosing Date for the year in which the Closing occurs based on actual results of the applicabli performancE goals for that year. Buyer shall cause the applicable Post-Closing Employer to make such payments and Seller or its Affiliates shall within thirty (30) days thereaftei reimburse the posl-Closing Employer for such payments. In addition, Buyer shall cause the applicable Post-Closing Employei to pay to each eligible Business Employee a prorated payment under the Post-Closing Employer,s annual incentive plan for the period from the Closing Date through December : t of the yelr in which the Closing occurs. Any payment pursuant to this Section 5.6(v) shall be made not later than the payment of such annual incentive to similarly situated .-ploy..r of Buyer and its Affiliates. (w) _- Notwithstanding the foregoing, in the event that amounts are due and owing from Seller or its Affiliate to any Business Employee on or after the Closing Date, except thosE outlined in Section 5.6(v), Buyer shall cause the applicable Post-Closing Emlloyer to make such payments and Seller or its Affiliates shall within thirty (30) days thereafter reimburse the post- Closing Employer for such payments. (x) Nothing in this Agreement is intended to amend any Employee plan or affect the rights of Seller, Post-Closing Employer, Buyer, or Affiliate of any oi tfrl preceding entities to amend or terminate any Employee Plan pursuant to the terms of such plan. (V) Other than with respect to the Assumed Pension Obligations and assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations and assets associated with Assumed Retiree Welfare Obligations, Seller or each ERISA Affiliate shall retain all assets and liabilities that relate to any tax-qualified retirement plans under Section 0l (a) of the Code and all assets and liabilities that relate to any voluntary employees, beneficiary associations under Section 501(c)(9) of the Code sponsored by Seller oi ru.h pntsa Affiliates. Section 5.7 Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section5.3(c) and Section5.l0, the following assets shall be excluded fromihe Contemplated Transaction (the "Excluded Assets"), and Seller shall have the right at any time prior to or at the 57 Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (D all trademarks, service marks, logos, domain names, social media handles and tradenames containing "Dominion" (in whole or in part), (the "Dominion Marks"),which shall remain the sole property of Seller or its Affiliates, as applicable; (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Ctosing Date with reipect to any Business Employee employed by Seller or its Affiliates that arJ (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(l) of ERISA; and (B) all assets which ieiate to other post-employment benefits of the Sale Entities on or prior to the Closing Date; any overpayment or refund of Taxes owed to Seller pursuant to the Contracts listed on Schedule 5.7(a)(iv) (the "Excluded the Excluded Records; and (vi) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing. (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its effitiates (including any Sale Entity) after the Closing, Buyer shall remit such pio.".d, to Seller within thirty (30j Business Days of receipt. To the extent that any proceeds ielating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are receivJd by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assLlme or be obligated to pay, perform or otherwise discharge, and Seller shali assume pay, perform or otherwise discharge without recourse to Buyer, all of th-e following liabilities anO bbtigations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent matured or unmatured, and currently existing or hereinafter arising (the "Retained Liabilities"): (i) any liabilities and obligations expressly retained by Seller pursuant to Section 5.6iq), Section 5.6(r), Section 5.6(s), Section 5.6(v), Section 5.6(v) and Section 5.6(y); (ii) any and all liabilities directly resulting from the execution and consummation of the Intemal Reorganization; (i ii) Section 5.3(e); (iv) Contracls"); (v) 58 (iii) any and all liabilities set forth on Schedule 5.7(cXiii); and (iv) any and all liabilities arising from any Excluded Asset. Except for the Retained Liabilities all liabilities of the Sale Entities will remain with the Sale Entities at the Closing. Section 5.8 Affiliate Transactions. (a) All intercompany transactions between any Sale Entity, on the one hand, and Seller or its Affiliates (excluding any other Sale Entity), on the other hand, shall be settled prior to, on or after the Closing in the ordinary course of business consistent with past practices; provided that any intercompany Indebtedness with any Sale Entity, on the one hand, urrd S.ll., o. its Affiliates (excluding any other Sale Entity), on the other hand, shall be settled and paid off at or prior to the Closing. (b) Except as hereafter identified and mutually agreed to by the Parties acting in good faith, all Contracts between any Sale Entity, on the one hand, and Seiler or its Affiliates (excluding any other Sale Entity), on the other hand, shall be terminated on or prior to the Closing without any further liability or obligation on the part of any party thereto and without need of an! further documentation following the Closing. Prior to the Closing, Seller shall, and shall cause its Affiliates to, amend the Dominion Credit Agreement to remove Questar Gas Company as a party thereunder, and to terminate all commercial paper and commercial paper programs to which the Sale Entities are a party. (c) At or prior to Closing, at Seller's request, Buyer shall use its reasonable best efforts to replace orprovide, or cause to be replaced orprovided, each ofthe guarantees, bonds, letters of credit and other financial assurances related to the Sale Entiiies set forth on Schedule 5.8(c) (the "support Obtigations") and to cause any Support Obligations provided for by Seller or its Affiliates to be terminated (and returned to Seller) una fo. SelGr or its Affiliates to be fully and unconditionally released from any Adverse Consequences related thereto. To the extent that, notwithstanding Buyer's reasonable best efforts, a Support Obligation is not replaced or otherwise provided for as of the Closing, then, upon Closing, (i) Buyer shall, or shall cause itsAffiliate to, provide to Seller (or its applicable Affiliate) a back-to-back guarantee from Buyer Parent, reasonably satisfactory to Seller, which guarantee shall remain in place for the duration of such Support Obligation, (ii) Buyer shall use its reasonable best efforts to, as promptly as practicable, cause such Support Obligation to be replaced or otherwise provided for and to caLlse Seller and its Affiliates to be fully and unconditionally released from any Adverse Consequences related thereto, (iii) Seller (or its applicable Affiliate) shall maintain such Support Obligation until the earlier of the date on which it is replaced or otherwise provided for and six (6) months after the Closing Date, and (iv) Buyer shall pay to Seller the amount set forth on Schedule 5.8(c) (the "support obligation Payment") for Seller to so maintain such Support obligation section 5.9 Name of the sale Entities; Marked Materials. (a) Seller shall be permitted to remove all signage and similar Marked Materials containing any of the Dominion Marks prior to the Closing at its sole cost and expense. Buyer covenants and agrees to use Reasonable Efforts to take all steps necessary within ninety (90) days 59 after the Closing to effectuate a change of the legal names for each Sale Entity, as applicable, to delete any reference to the Dominion Marks or any trademark confusingly similar thereto used therein. 'Bry.. shall be solely responsible for any direct costs or expenses resulting from such change in uie of name of the immediately preceding sentence, and any resulting notification or apprJval requirements. To the extent that a Sale Entity uses any Dominion Marks on any goods, siution.ry, ,igrrug., invoices, receipts, forms, packaging, advertising and promotional materials, product,-training and service literature and materials, computer programs or like materials (*Marked Materials") after the Closing, Buyer shall and shall cause the Sale Entities to use ieasonable Efforts to limit and minimize its use of such Marked Materials; provided that in any event, neither Buyer nor any of the Sale Entities may use any such Marked Materials after one hundred and eighiy (180) days following the Closing Date, exceptfor de minimis internal and non- public uses of any Marked Materials. (b) Effective upon Closing, Seller, on behalf of itself and its Affiliates hereby grants Buyer and its Affiliates (including the Sale Entities) a limited, non-exclusive, non- iransferabie, non-sublicensable (except to third party service providers or contractors solely in connection with services provided to or on behalf of Buyer or its Affiliates in the ordinary course of business), fully-paid up, royalty-free license to use and display the Dominion Marks in the United States for no longer than one hundred and eighty (180) days immediately following the Closing, solely in conneition with the operation of the Sale Entities' businesses, including on Marked Materials and any other supplies possessed by the Sale Entities as of Closing, in each case, in substantially the same manner such Dominion Marks were used or displayed prior to the Closing Date. Any'goodwill arising from the use or display of the Dominion Marks by Buyer or its Affiliates puisuant to this section inures to the benefit of Seller and its Affiliates. The license set forth in this Section 5.9(b) terminates automatically upon expiration of the one hundred and eighty (180) day p.rioa t.t forth herein, and Buyer and its Affiliates (including the Sale Entities) shall ihereaftei cease all use of the Dominion Marks, except for de minimis internal and non-public uses permitted herein. (c) The Parties acknowledge and agree that notwithstanding anything to the contrary herein, after the Closing, the Buyer and its Affiliates (including the Sale Entities) shall not be prevented, restricted or otherwise limited from (i) stating the historical relationship between o, u-lng the Parties for informational purposes (and in a non-trademark manner), which statemenis are factually accurate, (ii) retaining copies of any books, records and other archival materials that, as of the Closing Date, contain or display the Dominion Marks, provided that such copies are used solely for internal or archival purposes (and not public display), or (iii) making any ,r. o. display of the Dominion Marks that would otherwise constitute "fair use" under applicable Law. Section 5.10 Files and Records; Confidentiality. (a) Buyer shall retain possession of the Records for a period of six (6) years after the Closing Date oi such other longer time period required by Law. Without limiting the foregoing, Sellei shall be entitled to retain copies of any Records. After the Closing Date, Buyer shall cauie the Sale Entities to (i) provide to Seller for any reasonable purpose relating to Seller's ownership of the Sale Entities reasonable access to the Records upon reasonable prior notice during regular business hours and (ii) permit Seller to make such extracts and copies thereof as 60 Seller may deem necessary. After the Closing Date, Seller shall (A) provide to Buyer for any reasonable purpose relating to Buyer's ownership of the Sale Entities reasonable access to thl Excluded Records upon reasonable prior notice during regular business hours and (B) permit Buyer to make such extracts and copies thereof as Buyer may deem necessary. For the uroidun.. doubt, to the extent any Excluded Record with respect to Taxes is otherwise required by Buyer to comply with applicable Tax Law, Seller and its Affiliates shall use .eu.onabl. best efforts to provide portions of the relevant Tax Returns or other information (or redacted versions) that relate to the Sale Entities. Notwithstanding the foregoing provisions of this Section 5. I 0(a), Buyer and Seller may withhold access, documents or information that in the reasonable judgment oi Brye, or Seller would (x) waive the protection of any attorney-client privilege or pioteition (including attomey-client privilege, attorney work-product protections and confidentiality protections), (y) result in the disclosure of any trade secrets of third parties or (z)violate any contractual confidentiality obligations in any Contract with a third party. (b) From and following the Effective Date, Seller shall not and shall cause its Affiliates and Representatives not to, directly or indirectly, without the prior written consent of Buyer, disclose or use any information relating to the business, financial oi other affairs (including future plans and targets) ofthe Sale Entities (the"Conjidential Information");provided, howevei that the information subject to the foregoing provision of this sentence *itt not i".tua. ury information generally available to, or known by, the public (other than as a result of disclosure in violation hereof) or that was independently developed by Seller without use or reference to Confidential Information or was in their rightful possession before the disclosure of the applicable Confidential Information to them. Seller agrees that it will be responsible for any breach or violation of the provisions of this Section 5.10(b) by any of its Affiliaies and Representatives. Section 5.11 Insurance. (a) Seller shall use Reasonable Efforts to maintain, and shall cause each applicable Sale Entity to maintain, in full force and effect the Insurance Policies until the Closing, including by maintaining each applicable Sale Entity as insureds. Without limiting the rights Ji Buyer set forth elsewhere in this Agreement, if any claims are made or Adverse -onr.qrrn.., occur or are suffered prior to the Closing Date that relate to any of the Sale Entities, and such claims may be made against the Insurance Policies and are for an amount in excess of the applicable deductibles or would reasonably be likely to exceed such applicable deductible for the applicable Insurance Policies, then Seller shall use its Reasonable Efforts to, and shall cause the applicable Sale Entity to use its Reasonable Efforts to, (i) file a claim with the applicable insurance carriers and otherwise continue to pursue such claims and recover proceeds una". the terms of such policies after the Closing Date and on behalf of Buyer, (ii) provide claim updates to the Sale Entities as reasonably requested, and (iii) if permitted by the applicable insurance policy, request that any insurance proceeds are paid directly to the injured party in settlement of any claims, or, if such proceeds are received by Seller or any of its Affiliates, pay such proceeds over to the applicable Sale Entities, if applicable; provided that the Sale Entiiies shall notify Seller promptly of any potential claim, shall cooperate in the investigation and pursuit of any claim, shall have the right to effectively associate in the pursuit of any claim, including the ability io withhold its consent to any proposed claim settlement (such consent not to be unreasonably conditioned, withheld or delayed) and the Sale Entities shall bear all out-of-pocket expenses incurred by Seller or any of its Affiliates in connection with the foregoing. Each applicable Sale Entity shail be responsitle for 61 and Buyer shall cause the applicable Sale Entity to bear any costs of deductibles under such Insurance Policy applicable to any claims made by such Sale Entity under such Insurance Policy. Seller shall cooperute in good faith with Buyer or its Affiliates to make the benefits of any Insurance Policies available to Buyer or its Affiliates. (b) This Agreement shall not be considered an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or iemedy of Seller or any of its Affiliates in respect of any insurance policy or any other contract or policy of insurance. Section 5.12 Non-Solicit. For a period of twelve (12) months after the Closing Date, neither Seller nor any of its Affiliates shall, directly or indirectly, (a) induce, encourage or solicit any Business Employee to leave the employ of Buyer, Buyer's Affiliates (including the Post- Cllsing Employei) oi uny Sale Entity or (b) hire or assist any other Person in hiring any Business Emplolee, othir than a Business Employee (i) who has voluntarily separated as an employee of the post-Closing Employer for at least sixty (60) days and who has not been solicited, directly or indirectly, by Seller or its Affiliate prior to the end of such sixty (60)-day period or (ii) who was terminatld by the Post-Closing Employer; plevldEd, that this Section 5.12 shall not apply to (A) any geneial mass solicitations of employment not specifically directed toward employees of n,ry.., nryer's Affiliates (including the Post-Closing Employer) or any Sale Entity, which general solicitations are expressly permitted or (B) the hiring by Seller or its Affiliates of any Business Employee who seels employment with Seller or its Affiliates without solicitation by Seller or any of iis Amtiates. Seller aiknowledges and agrees that its obligations set forth in this Section 5.12 are reasonable in scope and duration, an essential element of this Agreement and that, but for the agreement among Seller and Buyer in this Section 5.12, Buyer would not have entered into this Agreement. Section5.13 FinancingCooperation. (a) Seller shall use its reasonable best efforts, and shall cause each of the Sale Entities to use their reasonable best efforts, and each of them shall use their reasonable best efforts to cause their respective representatives to use their reasonable best efforts, to provide customary cooperation, to the exteni reasonably requested by Buyer in writing, in connection with the offering, arrangement, syndication, consummation, issuance or sale of any Financing or Altemative Financing obtained in accordance with this Section 5.13 (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, the Sale Entities or any of its Affiliates), including, to the extent so requested, usitlg reasonable best efforts to: (i) fumish promptly to Buyer the Financing Information and such other financial information regarding the Sale Entities as is reasonably requested by Buyer in connection with the Financing and reasonably available to Seller; (iD provide reasonable and customary assistance to Buyer and the Financing Parties in the preparation of, and provide information with respect to the Sale Entities customarily included in, (A) customary offering documents, offering memoranda, offering circulars, private placement memoranda, registration statements, prospectuses, syndication documents andtther syndication materials, including information memoranda, 62 lender and investor presentations, bank books and other marketing documents, and similar documents for any portion of the Financing and (B) mateiials for rating agency presentations; (iii) cooperate with the marketing efforts of Buyer and the Financing Parties, including, to the extent applicable, obtaining representation and authorization letters and arranging for customary auditor consents for use of any Financing Information and other financial data in the marketing and offering documents; (iv) make senior management or other appropriate personnel of the Sale Entities available, at reasonable times and locations and upon ..usonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with Financing Parties and potential Financing Parties), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication activities,provided, at the Sale Entities' option in consultation with Buyei, any such meeting or communication may be conducted virtually by videoconference or other media; (v) cause the Sale Entities' independent registered public accounting firm to provide customary assistance, provided that the independent registered public accounting firm shall not be required to provide assistance wittrrespect to the preparation of any financial statements other than such assistance that is necissary for any capital markets transaction by the Buyer to comply with applicable securities laws, and to participate in a reasonable number of due diligence sessions; (vi) provide customary authorization letters authorizing the distribution of Sale Entities' information to prospective lenders in connection with a syndicated bank financing; (vii) assist in obtaining or updating corporate and facility credit ratings; (viii) assist in the negotiation and preparation of any credit agreement, indenture, note, purchase agreement, underwriting agreement, guarantees,-hedging agreement, customary closing certificates and any other certificates, exhibits, schedules, letters and documents, as may be reasonably requested by Buyer, in each case as contemplated in connection with the Financing; (ix) cooperate with internal and external counsel of Buyer or any Financing Party in connection with providing customary back-up certificatesLnd factual information regarding any legal opinion that such counsel rnuy t. required to deliver in connection with the Financing; (x) deliver, at least three (3) Business Days prior to Closing, to the extent reasonably requested in writing at least nine (9) Business Days prior to Closing, all documentation and other information regarding the Sale Entities that any Financing Farty reasonably determines is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA patriot Actof 2001, and, to the_extent required by any Financing Party, a beneficial ownership certificate (substantially similar in form and substance to the form of Certification 63 Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, byine Loan Syndications and Trading Association and Securities Industry and Financial Markets Assoiiation) in respect of any of the Sale Entities or any of their Subsidiaries that qualify as a "legal entity customer" under the Beneficial Ownership Regulation (31 C.F.R. $ r010.230); (xi) permit use of the Sale Entities' or their Subsidiaries' logos in connection with the Financing, subject to Seller's consent in all respects (not to be unreasonably withheld, conditioned or delayed); provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Sale Entities or their Subsidiaries or the Sale Entities' or their Subsidiaries' reputation or goodwill;and (xii) take all corporate actions, subject to the occulrence of the Closing, reasonably requested by Buyer to permit the consummation of the Financing and to permit the proceeds thereof to be made available on the Closing Date. (b) The actions contemplated in this Section 5. I 3 with respect to the Financing do not and shall not (i) require such cooperation from Seller or the Sale Entities to the extent it would require Seller, the Sale Entities, any of its or their respective Subsidiaries, or any of its or their resplctive directors, officers, employees or stockholders ("Representatives"), to incur any monetary liability, pay any fees, reimburse any expenses, or provide any indemnity, in each case, prior to it. Ctorirg tirat is not contingent on the Closing or for which Buyer is not obligated to ieimburse or indemnify Seller, the Sale Entities or their Subsidiaries under this Agreement, or take any actions that would cause Seller, the Sale Entities or any of their Subsidiaries to breach this Agreement or become unable to satisfy a condition to the Closing, (ii) involve any binding commitment or agreement by Seller, the Sale Entities, any of their Subsidiaries, or any of its or their Representatives (other than customary authorization and representation letters and other than other aciions by officers or directors continuing employment with Buyer following the Closing that, in the case of such other actions, are contingent upon the Closing and would not be effective prior to the Closing) which commitment or agreement is not conditioned on the Closing and does not terminate without liability to Seller, the Sale Entities, any of their Subsidiaries, or any of its or their Representatives upon the termination of this Agreement, (iii) require any director, manager or officer to execute or deliver any document or instrument: (A) other than in such Person's capacity as a director, manager or officer and solely on behalf of the applicable Sale Entity (and noi in any personal capacity), (B) if such Person reasonably believes in good faith that any representation, *u..unty or certification contained therein is not true or (C) if such Person reasonably believes in good faith that execution or delivery of such document or instrument could result in personal liability, (iv) require such cooperation to the extent it would unreasonably interfere with the operations of the Sale Entities or create a material risk of damage or destruction to any material proierty or assets ofthe Sale Entities or any of their Subsidiaries, (v) require Seller. the Sale Entitiei, uny of tn.i. Subsidiaries, or any of its or their Representatives to be the issuer of any securities or issue any offering document prior to Closing, (vi) require Seller, the Sale Entities, any of their Subsidiariis, or any of its or their respective Representatives to provide any iniormation the disclosure of which is prohibited by applicable law or Contract, (vii) require Seller, the Sale Entities, any of their Subsidiaries, or any of its or their respective Representatives to take any action that will conflict with or violate the Organizational Documents of such person or any 64 applicable Law or legalproceeding, (viii) require Seller, the Sale Entities, any of their Subsidiaries, or any of its or their respective Representatives to take any action that will iesult in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss oi any material binefit under any material Contract existing as of the date hereof to which Seller, the Sale Entities or any of their Subsidiaries are parties (ix) require Seller, the Sale Entities, any of their Subsidiaries, or any of its or their respective Representatives to deliver any financial information substantially in a form not customarily prepared by Seller or the Sale Entities, (x) require Seller, the Sale Entiiies, any of their Subsidiaries, or any of its or their respective Representatives to prepare or deliver any pro forma financial statements or (xi) require Seller, the Sale Entities, any oithiir Subsidiaries, or any of its or their respective Representatives to cause any financial statements or other information delivered in accordance with this Section 5.13 to meet the requirements of Regulation S-X under the Securities Act. (c) Buyer shall, promptly on request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs incurred by Seller, the Sale Entities or their Affiliates (or their respective representatives) in connection with the cooperation required by Section 5.13(a) and shall indemnify and hold harmless Seller from and against any and ull to.r.t suffered or incurred by Seller, the Sale Entities or their Affiliates in connection with the arrangement of the Financing, any action taken by them at the request of Buyer or its representatives pursuant to this Section 5.13 and any information used in connection therewith. (d) The Parties acknowledge and agree that the provisions contained in this Section 5.13 represent the sole obligation of Seller. the Sale Entities and their Subsidiaries, Affiliates and Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Buyer with respect to the Contemplated Transactions, and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Buyer any of its Affiliates or any other financing or other transaction-s be a condition to any of Buyer's obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Sale Entities'breach of any of the covenants requireO to be performed by it under this Section 5.13 shall not be considered in determining the satisfaction of tire condition set forth in Section 6'3, unless such breach is the primary cause of Buyer being unable to obtain the proceeds of the Financing at the Closing. (e) All non-public or otherr,vise confidential information regarding the Sale Entities or any of their Affiliates obtained by Buyer or its representati',r., lr.rrunt to this Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Buyer shall be permitted to disclose such information to (i) the Financin! parties rubj""t totheir confidentiality obligations under the Debt Commitment Letter and the Dednitive Agreements, (ii) to potential Financing Parties to the extent necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality alrangements (including through customary "click through" arrangements or customary provisions of the Definitive Agreements), and (iii) otherwise, to the extent necessary and consistent with customary practices in connection with the Financing, subject to customary confidentiality affangements reasonably satisfactory to the Sale Entities. 65 Section 5.14 Debt Financing. (a) Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reaionable best efforts, to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letter, including bV (i) maintaining in effect the Debt Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing (the "DeJinitive- Agreements") consistent with the terms and conditions contained therein (inciuding, ur n.."sury, the "flex" provisions contained in any related fee letter) on or prior to it . Ctoring Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letter and the Definitive Agreements within Buyer's control and complying with its obligations thereunder and (iv) enforcing its rights under the Debt Commitment Letter, in each case in a timely and diligent manner. (b) In the event any portion of the Financing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor, and such amount of Financing is necessary to finance the Financing Amounts, (i) Buyer shall promptly notify Seller in writing o1such ,rnuruilubility and the reason therefor and (ii) Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as p.o*pily as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the "Alternative Financing") in an amount sufficient, when iaken together with cash and the other sources of immediately funds available to Buyer at the Closing Io puy the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in ih. O.bt Commitment Letter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or threatened material- breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from uny Finun.ing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Difinitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with ihis Section 5.i4 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) None of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, or any wairier of any provision under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (i) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required, when taken togethepirith Cash held by Buyer and the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing Amounts, (ii) could 66 reasonably be expected to prevent, materially delay or materially impede the consummation of the Contemplated Transactions, (iii) materially and adversely impacts the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (iv) adds new (or materially and adversely modifies any existing) conditions to the consummation of all or any portion of tn" Financing; provided that Buyer may amend, replace, supplement and/or -oOify the Debt Commitment Letter to (x) add lenders, lead arrangers, bookrunners, syndication ugenis or similar entities as parties thereto who had not executed such Debt Commitment Letter as of th" Effective Date or (y) increase the amount of commitments under the Debt Commitment Letter. Upon any amendment, supplement or modification of the Debt Commitment Letter, Buyer shall piovide a copy thereof to Seller (with only fee amounts and other customary terms redacied, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as so amended, supplemented or modified to the knowledge of Buyer) and, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.14(c), the term "Deti Commitment Letter,, shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Buyer with this Section S.14(c) shall not relieve Buyer of its obligation to consummate the Contemplated Transactions whether or not the Financing is available. To the extent Buyer obtains Alternative Financing pursuant to Section 5.l4(b), or amends, replaces, supplements, modifies or waives any ofhe Financing pursuant to this Section5.14(c), references to the "Financing," "Financing Parties,, and,,DebJ Commitment Letter" (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with respect thereto, or the Financing as so amended, replaced, supplemented, modified or waived Section 5.15 Transition Services Agreement. Between the Effective Date and the Closing, Buyer and Seller shall cooperate in good faith to discuss and agree to mutually acceptable schedules, annexes or exhibits to the Transition Services Agreement attached hereto as Exhibit g. At the Closing, Seller and the Company shall enter into the Transition Service ag."".*t i., substantially the form attached hereto as Exhibit B or a joinder in the form attached as Annex A to Exhibit B, as applicable, with such supplements or other changes (including as to the schedules, annexes or exhibits to the Transition Services Agreement) as are mutually agreed by the Buyer and Seller prior to the Closing. Prior to the Closing, Seller shall reasonably cooperate with Buyer,s reasonable requests to prepare to provide services under the Transition Services Agreement; provided. that Buyer shall reimburse Seller for any reasonable and documented out of poJket third- party expenses associated with such preparation in the same manner as if such services were provided under the Transition Services Agreement. For the avoidance of doubt, such expenses shall not include preparatory work done by employees of Buyer to provide services under the Transition Services Agreement. section 5.16 rntellectual Properfy Assignment and License. (a) Seller shall (or shall cause its Affiliates to), at or prior to the Closing Date, (i) assign, transfer and deliver its or their full right, title and interest in, to and under the Assignej Marks to the Company (the "Trademork Assignment") and (ii) execute and deliver all such other instruments and documents and take any and all other actions as may be reasonably necessary to effectuate the foregoing. 67 (b) Solely in the event that the PSNC Closing occurs prior to the Closing Date, effective ,pon ih. PSNC Closing and until the Closing Date, Seller, on behalf of itself and its Affiliates (including the Company if the assignment contemplated in Sectiqn5.l6(a) has been effected), hereby grants Buyer and its Affiliates (including PSNC), a worldwide, irrevocable, non- exclusive, subliiensable, fully-paid up, royalty-free license to use and display the Assigned Marks in connection with the operaiion of iti and their businesses. Buyer and its Affiliates shall use and display the Assigned Marks in a manner that is substantially similar to the use and display of such AssigneO Marks by PSNC prior to the PSNC Closing and Seller shall have the right to terminate this license to the extent Buyer fails to materially comply with this quality requirement. (c) Solely in the event that the PSNC Closing has not occurred as of the Closing Date, effective upon the Closing Date and until the PSNC Closing, Buyer, on behalf of itself and the Company, hereby grants Seller and its Affiliates a worldwide, irrevocable, non-exclusive, sublicensabti, futty-paid up, royalty-free license to use and display the Assigned Marks in connection with the operation of the business of PSNC and its Affiliates. Seller and its Affiliates shall use and display ihe Assigned Marks in a manner that is substantially similar to the use and display of such Assigned Marks by PSNC prior to the Closing Date and Buyer shall have the right to terminate this license to the extent Seller fails to materially comply with this quality requirement. (d) Seller shall, at or prior to Closing, assign the domain name "questargas.com" to the ComPanY. ARTICLE VI CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligation of Buyer to purchase the Interests and to take the other actions required to be taken by Buyer at the Closing under this Agreement shall be subject to the satisfaction (or waiver by Buyer), at or before the Closing, of each of the following conditions: Section 6.L No Injunction. No Law or Order (whether temporary, preliminary or permanent) enacted, promulgaied, issued, entered, amended or enforced by any Governmental iuthority .nutt b. in iffect rnuking the Contemplated Transactions illegal or otherwise enjoining, restraining, preventing or prohibiting consummation of the Contemplated Transactions. Section 6.2 Representations and Warranties. (a) The Fundamental Representations of Seller stratt Ue true and correct in all respects as of the Effective Date and as of the Closing (with the exception of de minimrs inaccuracies) as though made at and as of such date (except ttrat itrose ."p.er"ntutions and warranties that address matters only as of a particular date need bnly be true and correct as of such date), and (b) the other representations and warranties of Seller contained in ARTICLE III (and with respect to those qualified by "materiality," "Material Adverse Effect" and similar qualifiers, without consideration of any such qualifier) shall be true and correct as of the Effectivi Date and as of the Closing as though made at and as of such date (except that those representations and warranties that address matters only as of a particular date need only be true ani correct as of such date), except for failures to be true and correct which have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 68 Section 6.3 Performance. Seller shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing. Section 6.4 Required Regulatory Approvals. Each of the Required Regulatory Approvals shall have been obtained and shall be in full force and effect. Section 6.5 Absence of Material Adverse Effect. Since the Effective Date, there shall not have occurred a Material Adverse Effect that is continuing. Section 6.6 No Burdensome Condition. None of the Required Regulatory Approvals or any other approval of a Governmental Authority in connection *itn tfrl Contemplated Transactions, or Law or Order enacted, promulgated, issued, entered or amended in connection with the Contemplated Transactions, shall impose or require any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions (including any RemediaiActions) that constitute a Burdensome Condition. Section 6.7 Officer's Certificate. Buyer shall have received a certificate signed on behalf of Seller by an executive officer of Seller certifying the satisfaction by Sellei of the conditions set forth in Section 6.2 (Representations and Warranties), Section 6.3 (Performance) and Section 6.5 (Absence of Material Adverse Effect). ARTICLE VII CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS The obligation of Seller to sell the Interests and to take the other actions required to be taken by Seller at the Closing under this Agreement shall be subject to the satisfaction (or waiver by seller), at or before the closing, of each of the conditions listed below: Section 7-1 No Injunction. No Law or Order (whether temporary, preliminary or permanent) enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority shall be in effect making the Contemplated Transactions illegal or otherwise enjoining, restraining, preventing or prohibiting consummation of the Contemplatid Transactions. Section 7.2 Representations and Warranties. (a) The Fundamental Representations of Buyer shall be true and correct in all respects as of the Effective Date and as of the Closing (with the exception of de minimrs inaccuracies) as though made at and as of such date (except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date), and (b) the other representations and wa..arties of Buyer contained in ARTICLE IV (and with respect to those qualified by "materiality,,, .,Buyer Material Adverse Ef{ect" and similar qualifiers without consideration of such qualifiir) shall be true and correct as of the Effective Date and as of the Closing as though made at and as of such date (except that those representations and warranties that address matGrs only as of a particular date need only be true and correct as of such date), except for failures to be true and corrict which have not had or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. 69 Section 7.3 Performance. Buyer shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing. Section 7.4 Required Regulatory Approvals. Each of the Required Regulatory Approvals shall have been obtained at or prior to the Closing and shall be free of any material temr, condition, restriction, imposed liability or other provision relating to any Seller Existing Assets and shall be in full force and effect. Section 7.5 Officer's Certificate. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer certifying the satisfaction by Buyer of the conditions set forth in Section 7.2 (Representations and Warranties) and Section 7.3 (Performance). ARTICLE VIII CLOSING Section 8.1 Time and Place of Closing. Subject to ARTICLE IX, the closing of the sale by Seller and the purchase by Buyer of the Interests (the "Closing") shall take place remotely via the electronic "*"irung. of ciosing deliveries (a) on the last Business Day of the month after the date on which all of ihe conditions contained in Article VI and Article VII are satisfied or waived (in each case, other than those conditions that by their nature are to be satisfied at the Closing, bgt subject to the fulfillment or waiver of those conditions); provided. that the Closing will no-t take place earlier than the day that is five (5) Business Days after the date on which the last of the "onditionr set forth in ARTICLE VI and ARTICLE VII is satisfied or waived (in each case, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or (b) on such other date or at such other time or place as the Parties may mutually agree in good faith in writing (the date on which the Closing o..u6 being herein referred to as the "Closing Dste"); Wovided, that to the extent that a Party has given notice to terminate this Agreement pursuant to Section 9.1(b), the terms of Section 9.1(b) irith ,..p..t to the timing of Closing shail be applicable. The Closing shall be effective as of l1:59 p.m. Mountain Time on the Closing Date (the "Meastffement Timd'). Section 8.2 Deliveries. At the Closing: (a) Seller will deliver, or cause to be delivered, the following to Buyer: (i) the Assignment of Membership Interests duly executed by Seller; (ii) the officer's certificate described in Section 6'7; (iii) a Form w-9 properly completed by seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (iv) the resignations of all directors and officers of the Sale Entities that are not Business Employees; 70 (v) a certificate of good standing or the equivalent of recent date for each of the Sale Entities from their respective jurisdictions of org anization; (vi) all minute books, membership interest transfer ledgers (if any), and seal (if any) of each Sale Entity in the possession of any of the Sale Entities, Seller, or any of their respective Affiliates; (viD two copies of a USB containing all documents posted in the virtual data room hosted by Intralinks under'oProject Genoa" at any time up to, and including, the Closing Date, and a true, complete and correct index thereof; (viii) original copies, or if unavailable copies, of each guarantee, bond, letter of credit and other financial assurance in favor of the Sale Entities that is outstanding as of the Closing; (ix) the Transition Services Agreement, duly executed by Seller; and (x) the Trademark Assignment, duly executed by Seller. (b) Buyer will deliver, or cause to be delivered, the following to Seller: (i) the Base Purchase Price required by Section 2.1(b) of this Agreement, plg;the Estimated Closing Payment Amount and, if applicable, the Support Obligation Payment; (iD the Assignment of Membership Interests, duly executed by Buyer; (iii) the officer's certificate described in Section 7.5; (i") reasonable evidence of the replacement, termination and release or provision of back-to-back guarantees for all Support Obligations, in each case, in accordance with Section 5.8(c); and (v) the Transition Services Agreement, duly executed by Buyer. ,fffi"illff., Section 9.1 Methods of Termination. This Agreement may be terminated and the Contemplated Transactions may be abandoned as follows: (a) by mutural written consent of Seller and Buyer; (b) by either of Seller, on the one hand, or Buyer, on the other hand, upon written notice to the other Party: (i) if the Closing has not occurred on or before September 5,2024 (the*Initial Termination Dute"), provided, however, that either Buyer or Seller may elect to extend the Initial Termination Date to December 4,2024 (the "Ertentled Termination 71 Date"), in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; pleviided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(bXi) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to satisfy the conditions to its obligations to consummate the Closing set forth in ARTICLE VI or ARTICLE VII, as applicable, prior to the Termination Date or (2) the failure of the Closing to have occurred prior to the Termination Date; or (ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a"Resfiainf"), shall have become final and non-appealable; (c) by Buyer, if Seller shall have breached or failed to perform any of its representations, waffanties, covenants or agreements set forth in this Agreement, which breach clr failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2 or Section 6. j, respectively, and (ii) cannot be cured by Seller by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Buyer stating Buyer's intention to terminate this Agreement pursuant to this Section 9.1(c); provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (d) by Seller, if Buyer shall have breached or failed to perform any of its representations, waffanties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2 or Section 7.j, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Seller stating Seller's intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(_d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder. Section 9.2 Effect of Termination. (a) In the event of the termination of this Agreement as provided in Section 9.1, written notice thereof shall be given to the other Party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and have no further force or effect (other than, the penultimate sentence in Section 5.1, this Section 9.2, ARTICLE XI and any relevant definitions in Section I . I , all of which shall survive termination of thir Agr".-ent), and, except as provided in Section 9.2(b), absent fraud or gross negligence, there shall be no liability on the part of any Party or their respective directors, officers, other 72 representatives or Affiliates, whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or in tort or otherwise, or whether at Law (including at common law or by statute) or in equity); provided, however, that no Party shall be relieved or released from any liabilities or damages arising out of any material and willful breach of this Agreement prior to sucir termination that gave rise to the failure of a condition set forth in ARTICLE VI and ARTICLE VlI, as applicable. Section 5.13(e) and the Confidentiality Agreement shall survive in accordance with its terms following termination of this Agreement. (b) Buyer shall pay to Seller the Termination Fee within three (3) Business Days of the termination of this Agreement, if this Agreement is terminated: (i) by Buyer or Seller pursuant to section 9.1(bxi) (Termination forOutside Date), and, at the time of such termination, (A) (l) the condition set forth in Section 6.6 (No Burdensome Condition)has not been satisfied with respect to one or more of the Required Regulatory Approvals or (2) any of the conditions set iorth in Section 6.1 (No Injunction), Section 6.4 (Required Regrlatory Approvals), Section 7.1 (No Injunction) or Section 7.4 (Required Regulatory Approvals)have not been satisfied, providedthat such failure to be satisfied relates solely to a Required Regulatory Approval.and (B) all of the conditions set forth in Section 6.2 (Representations and Warranties), Section 6.3 (Performance) and Section 6.5 (Absence of Material Adverse Effect) shall have bee, satisfied; (ii) by Buyer or seller pursuant to Section 9.l6Xii) (Terminationfor Permanent Restraint), and, at the time of such termination, (A) (l) the condition set forth in Section 6.6 (No Burdensome Condition) has not been satisfied with respect to one or more of the Required Regulatory Approvals or (2)the applicable Restrainfgiving rise to such termination relates solely to a Required Regulatory Approval, and (n; af of the conditions set forth in Section 6.2 (Representations and Warranties). Section 6.3 (Performance) and Section 6.5 (Absence of Material Adverse Ef.fect) shall have been satisfied; or (iii) by Seller pursuant to Sectiong.l(d) due to a material breach by Buyer of its obligations under Section 5.2 (if, and only if, such breach has primarily caused the failure of any Required Regulatory Approval to be obtained) and, at the time of such termination, the conditions set forth in Section 6.1 (except where any failure of the condition set forth in Section 6.1 to be satisfied was primarily caused by a material breach by Buyer of its obligations under Section 5.2 that has primarily cars"d the failure of any Required Regulatory Approval to be obtained) and Section 6.2, Section 6.3 and Section 6.5 shall have been satisfied. (c) In no event shall Buyer be required to pay the Termination Fee on more than one occasion. Except in the event of fraud, if the Termination Fee is required to be, and is, paid pursuant to this Section 9.2, Seller's receipt of the Termination Fee shall be the sole and exclusive remedy of Seller and its Affiliates and any of Seller's or its Affiliates' respective former, current, or future general or limited partners, shareholders, directors, officers, -unrg".r, members, agents and other representatives against Buyer, Buyer's Affiliates and any of -Buyer,s or its -al) Affiliates' respective former, current, or future general or limited partners, shareholders, directors, officers, -arruge.s, members, agents or other representatives for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Contemplated Transactions to be consummated. Each of the Parties acknowledges and agrees that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such Termination Fee is due and payable, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the CJntemplated Transactions, which amount would otherwise be impossible to calculate with precision. ARTICLE X INDEMNIFICATION Section l0.L Indemnification' (a) Indemnification by Seller. Subject to the limitations set forth in this ARTICLE X, from and after the Closing, Seller shall, indemnify, defend and hold harmless Buyer, itr afntiut.s and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the "Buyer Indemntlied Parties") from any and ali Adverse Consequences actually incurred or paid by a Buyer Indemnified Party u, u ..rrlt of (i) any breach of any representation or warranty of Seller contained in ARTICLE III of this Agreement, (ii) any breach of any covenant or agreement of Seller contained in this Agreemenl, (iii) the Excluded Assets, (iv) the Retained Liabilities or (v) Indemnified Taxes' (b) Indemnification by Buver. Subject to the limitations set forth in this ARTICLE X, from and after the Closing, Buyer shall indemniff, defend and hold harmless Seller, itr afntiut.s and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the "seller IndemniJied Parties") from any andall Adverse Consequences actually incurred or paid by a Seller Indemnified Party as a result tf 1i; u"y breach of any representation or warranty of Buyer contained in ARTICLE IV of this Agreernent, (ii) any breactr of any covenant or agreement of Buyer contained in this Agreerient, or (iii) any liability with respect to any Sale Entity, including those that may be inluned by Seller, wheiher arising before, on or after the Closing Date, except for (A) the Retained Liabilities or (B) any liability for which Seller has indemnification obligations pursuant to Section 10.1(aXi) through (v) above. Section 10.2 Procedure for Indemnification. Each claim for indemnification, including those claims resulting from the assertion of liability by Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, mirst be made by delivery by the Party to be indemnified (the "Indemniiied Party") to the Party responsible for the indemnification obligation (the "Indemnifying Party") of written notice .ontuiring details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the claim, including an estimate of the amount of claimed Adverse Consequences and copies of all relevant pleadingi, documents and information, within ten (10) Business Days after the Indemnified irarty's knowledge of such claim. Any failure in the delivery of such notice shall not affect the obligations of the Indemnifying Party, except to the extent that the rights and remedies 74 of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to give, or delay in giving, such notice. In the event that any Action is brought against an IndemninJa earty for which the Indemnifying Party may be required to indemnify the Indemnified party hereundei, the Action shall be defended by the Indemnifying Party and such defense shall includl all appeals or reviews. The Indemnifying Party shall not make any settlement of any claims without the written consent of the Indemnified Party, which consent shall not be unieasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if (i) the settlement does not involve any finding or admission of any violation of Law or admission oiuny wrongdoing by the Indemnified Party, (ii) the sole relief is monetary damages, which thl Indemnifying Party shall pay or cause to be paid concurrently with the effectiveness of such settlement, (iii) the settlement involves a full release of the claim and (iv) the settlement does not encumber any of the assets of any Indemnified Party or impose any restriction or condition that would apply to or materially adversely affect any Indemnified Party. If the Indemnified party withholds its consent unreasonably, the Indemnified Party shall be obligated for any futurl expenses and excess settlement amounts. The Indemnified Party shall fr1y .ooperaie at its expense in connection with the defense of any such claims, including, withoui limitation, reasonable access to the Indemnified Party's records and personnel relating to such claim, and wili have the right to participate in the defense of any claim by counsel of its own choosing and at its own expense. Section 10.3 Survival. The representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date;provided, however, that (i) Tax Representations shall survive the Closing until ttrirty 1SO'; aays after the expiration of the statute of limitations period applicable thereto,lii) the representations and warranties set forth in Section3.ll (Environmental Matters) shall survive the blosing for aperiod of eighteen (18) months after the Closing Date, (iii) the Employee Retintion Representation shall survive for the duration of any applicable Employment Continuity Agreement or other similar change-in-control or retention agreement with Seller or its Affiliate, in eich case, plus any applicable statute of limitations for which an executive can bring a wage or breach ofcontract claim thereunder, and (iv) the Fundamental Representations of iuyer and the Fundamental Representations of Seller shall survive the Closing for a period of five (5) years after the Closing Date. The covenants and agreements of the Parties to be performed or complied withprior to the Closing shall survive the Closing for a period of sixty (60) days following thl Closing, and those covenants and agreements of the Parties that by their terms are to be performed or complied with after the Closing shall survive until the date on which such covenants and agreements have been fully performed or otherwise satisfied in accordance with their terms. No Indemnifying Party shall have any liability for any claim for indemnification made pursuant to Section 10.1(a) or Section 10.1(b) by an Indemnified Party hereunder unless the Indemnified party notifies such Indemnifying Party of such claim in writing, setting forth in reasonable detail the nature of the claim on or before the expiration of the time periods provided in the first sentence ofthis Scelion 10.3; provided that if no notice of a claim for indemnification made pursuant to Section 10.1(a) or Section 10.1(b) has been made within the time periods set forth above in this section 10.3, then such claim for indemnification shall be waived. Section 10.4 Exclusivity. Following the Closing, except for actual fraud or willful misconduct, the rights and remedies of Seller and Seller IndemnifiedParties, on the one hand, and Buyer and the Buyer Indemnified Parties, on the other hand, for damages under this ARTICLE X 75 are, solely as between Seller and Seller Indemnified Parties, on the one hand, and Buyer and the Buyer Iniemnified Parties, on the other hand, exclusive and in lieu of any and all other rights and remedies for damages which Seller and Seller Indemnified Parties, on the one hand, and Buyer and the Buyer Indernnified Parties, on the other hand, may have under this Agreement or under applicable iaws with respect to any indemnifiable claim, and whether at common law or in equity, and each party agrees to waive to ihe fullest extent permitted by applicable Law any claims with respect thereio irnless specifically provided for in this Section 10.4. Notwithstanding the forLgoing, a Party may bring an Action to enforce this ARTICLE X' Section 10.5 Limitation of Claims; Mitigation. Notwithstanding anything to the contrary contained herein: (a) Except for any indemnification obligations under S-eqtion 10.1(exiii), Section 10.1(a)iiv) or Section l0.l(aj(v), the maximum aggregate liability of Seller under this Ag.**.rt ,h"tt *t exceed an amount equal to the Base Purchase Price (the "Cnp"); provided, h&ever, that with respect to indemnification obligations of Seller under Section 10.1(aXi) (other t-hu, *ith regard to any breaches of any of the Fundamental Representations of Seller, the Employee Reiention Reiresentation or the Tax Representations), the Cap shall be an amount equal to ten percent (10%) of ine Base purchase Price. The maximum aggregate liability of Seller under this Agreement shall not exceed the Purchase Price, except for any and all Adverse Consequences actuall-y incurred or paid by a Buyer Indemnified Party as a result of (i) the Excluded Assets or (ii) the Retained Liabilities. (b) In no event shall Seller have any liability to Buyer in respect of any indemnification obligations under Section 10.1(a)(i) unless and until such liabilities exceed, in the aggregate, un u-orn-t equal to one and a quarter percent (1.25%) of the Base Purchase Price (the ,67siet Amount"),andihen only to the extent such liabilities are in excess of the Basket Amount, subject to the Cap; provided thai the Basket Amount limitation shall not apply to breaches of any of the Fundamental Representations of Seller, the Employee Retention Representation or the Tax Representations. (c) No representation or warranty made in ARTICLE III shall be deemed to be breached and no claim for indemnification pursuant to Section l0.l (aXi) may be made unless the Adverse Consequences resulting from or arising out of any individual circumstance or occurrence that results in Adverse Consequences actually incurred or paid by a Buyer Indemnified Party exceed 51,750,000 (the "Per itoi* Thresholt'), and if such Adverse Consequences exceed the per Claim Thresholi, the full amount thereof (after taking into account the limitations set forth in this ARTICLE X) shall be taken into account in determining whether, and the extent to which, the Basket Amount has been met and, if the Basket Amount has been met, shall be subject to indemnification under this ARTICLE X except to the extent limited by this Section I 0.5; provided that the per Claim Threshold limitation shail not apply to breaches of any of the Fundamental Representations of Seller, Tax Representations or the Employee Retention Representation. (d) Notwithstanding anything in this Agreement, (i) Seller shall not be liable for any Adverse Consequences actually incurred or paid by a Buyer Indemnified Party to the extent that such Adverse Consequenc., uror. from (A) a change in accounting or Law, policy or practice made after the Closing Date or (B) any Law not in force on the Closing Date, and (ii) no Party 76 shall be responsible for Adverse Consequences with respect to any claim which is contingent unless and until such contingent claim becomes an actual liability of the Indemnified Party and is due and payable, so long as such claim was timely submitted pursuant to Section 10.3. (e) For purposes of calculating the amount of any Adverse Consequences indemnifiable hereunder, any reference to "material," "materiality," Material Adverse Eifect or similar qualifier contained within such representations and warranties will be disregarded. (0 Notwithstanding anything in this Agreement, no Party shall be liable under this ARTICLE X for an amount (i) to the extent, if any, that any Adverse Consequences giving rise to such amount results from a failure on the part of any Indemnified Party to exercise good faith in not jeopardizing or prejudicing the interests of the Indemnifying Party or (ii) unless and until all rights and remedies of an Indemnified Party under any other obligation of indemnification in its favor shall have first been exhausted, including using Reasonable Efforts to secure payment from insurance policies that provide coverage with respect to such Adverse Consequences. (g) Notwithstanding anything in this Agreement or any applicable Law to the contrary, it is understood and agreed by each of the Parties that no stockholder, member, partner, manager, officer, director, employee, consultant, agent, representative or Affiliate of any earty hereto shall have (i) any personal liability to any Buyer Indemnified Party or Seller Indemnified Party as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise arising out of or in connection with the Contemplated Transactions, or (ii) any personal obligation to indemnify any Buyer Indemnified Party or any Seller Indemnified Party for any claims pursuant to this ARTICLE X, and Buyer, for itself and all other Buyer Indemnified Parties, and each Seller, for itself and all other Seller Indemnified parties, hereby waive and release and shall have no recourse against any of such Persons described in this Section 10.5(9) as a result of the breach of any representation, warranty, covenant or agreement contained herein or otherwise arising out of or in connection with the Contemplated Transactions. An Indemnified Party shall use Reasonable Efforts to mitigate all Adverse Consequences relatingto an indemnifiable claim, including availing itself of any defenses, limitations, rights oi contribution, and other rights at Law or equity, and shall provide such evidence and documentation of the nature and extent of such claim as may be reasonably requested by the Indemnifyin gparty; provided that if the Indemnified Party fails to do so, the Indemnified Party shall not be eniitled io be indemnified, held harmless or reimbursed for the portion of the Adverse Consequence that reasonably could have been avoided had the Indemnified party so complied. (h) An Indemnifying Party's indemnification obligations under this ARTICLE X shall be reduced (but not below zero) to the extent that the Adverse Consequences related to a claim are covered by and paid to the Indemnified Party pursuant to insurance policies that provide coverage with respect to such Adverse Consequences. (i) An Indemnifying Party's indemnification obligations under this ARTICLE X shall be reduced (but not below zero) to take into account any Tax benefit (whether by refund, credit against or reduction in Taxes otherwise payable) arising from the incurrence of the Adverse Consequences and actually realized by the Indemnified Party or any of its Affiliates during or before, the calendar year in which the Indemnifying Party makes a payment pursuant to this ARTICLE X. To the extent such Tax benefit is not realized during or before the calendar year 77 in which the lndemnifying Party makes a payment pursuant to this ARTICLE X, the Indemnified Party shall remit to the Indemnifying Party the amount of any Tax benefit actually realized by the Indemnified Party or any of its Affiliates during or with respect to the two (2) calendar years following the year in which the Indemnifying Party makes such payrnent. For purposes of this Section 10.5(i), a Tax benefit is realized when and to the extent (i) the hypothetical Tax liability of the Indemnified Party and its Affiliates, calculated by excluding the relevant Tax deductions attributable to the Adverse Consequences exceeds (ii) the actual Tax liability of the Indemnified Party and its Affiliates calculated by taking into account the relevant Tax deductions attributable to the Adverse Consequences (and treating such deductions as the last items in such calculation). The Indemnified Party shall remit to the Indemnifying Party the amount of the realized Tax benefit within ten (10) days after the date of realization. (i) NOTWITHSTANDING ANY PROVISTON TN THIS AGREEMENT TO THE CONTRARY, EXCEPT TO THE EXTENT AWARDED BY A COURT TO A THIRD PARTY PURSUANT TO A CLAIM ASSERTED AGAINST THE INDEMNIFIED PARTY BY A THIRD PARTY, LINDER NO CIRCUMSTANCES SHALL ANY PARTY, OR ITS AFFILIATES, OR ITS OR THEIR STOCKHOLDERS, MEMBERS, PARTNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATTVES, BE RESPONSIBLE OR LIABLE FOR AND NO PARTY SHALL BE ENTITLED TO SEEK, ANY TNDIRECT, INCIDENTAL, PLINITIVE, EXEMPLARY, SPECULATIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO DIMINUTION IN VALUE, LOST BUSINESS, LOST PROFITS, LOST REVENUE, LOST TNCOME, LOSS OF USE OR BUSINESS REPUTATION OR OPPORTTINITY, LOSS OF DATA, FAILURE TO REALIZE SAVTNGS OR BENEFITS, OR ANY DAMAGES BASED ON OR MEASURED BY ANY TYPE OF MULTIPLE, AND THE DEFINITION OF "ADVERSE CONSEQUENCES'' IN SECTION I.1 SHALL BE INTERPRETED TO EXCLUDE SUCH DAMAGES) ARISING LINDER THIS AGREEMENT OR THE ANCILLARY AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. Section 10.6 Tax Treatment of Indemnity Payments. Seller and Buyer agree to treat any indemnity payment made pursuant to this ARTICLE X as an adjustment to the Purchase Price for Tax purposes. Section 10.7 Waiver; Disclaimer. (A) NOTWITHSTANDING ANYTHING TN THIS AGREEMENT TO THE CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES, AND THE PARTIES HEREBY AGREE, THAT NEITFMR SELLER NOR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WHETHER AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, WITH RESPECT TO (I) THE INTERESTS, THE SALE ENTITIES OR ANY PART THEREOF, AND (II) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER TN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY 78 DESCRIPTION OF THE SALE ENTITTES, EXPENSE ASSUMPTIONS OR ENVIRONMENTAL INFORMATION, OR ANY OTHER INFORMATION FURNISHED TOBUYER BY SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATTVES) AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT EXECUTED OR AUTHORIZED THE EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER'S TNTERESTS IN THE SALE ENTITIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE TNTERESTS "AS IS, WHERE IS, WITH ALL FAULTS," AND, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KTND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ASSETS OR OPERATIONS OF THE SALE ENTITIES OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE SALE ENTITIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY, OR OTHERWISE, RELATING TO THE CONDITION OF THE ASSETS OF THE SALE ENTITIES (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, USE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO SAMPLES OF MATERIALS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN (WHETHER LATENT, PATENT OR OTHERWISE), OR THE PRESENCE OR ABSENCE OFANY HAZARDOUS SUBSTANCES). BUYER HAS AGREED TO RELY SOLELY AND EXCLUSNELY UPON ITS OWN EVALUATION OF THE SALE ENTITIES, EXCEPT AS EXPRESSLY PROVIDED HEREIN. THE PROVISIONS CONTAINED IN THIS AGREEMENT ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION, OR STATE OF THE SALE ENTITIES WERE MADEBY SELLER TN THE INDUCEMENT THEREOF, EXCEPT AS EXPRESSLY PROVIDED HERETN. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM TI{E DISTRIBUTION TO BUYER, OR BUYER'S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER TN EXPECTATION OF, OR IN CONNECTION WITH, THE CONTEMPLATED TRANSACTIONS. ARTICLE XI MISCELLANEOUS Section 11.1 Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of Buyer and seller. 79 Section 11.2 Waiver of Compliance. Any failure of Buyer or Seller to comply with any obligation, covenant, agreement or condition contained herein may be expressly waived in *riting dy Seller, in the event of any such failure by Buyer, or by Buyer, in the event of any such failure by Seller, but such waiver or failure to insist upon strict compliance shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Section 11.3 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery; (b) email transmission but only to tf,e extent promptly followed by ovemight or certified mail, postage prepaid, return receipt requested; (c) overnight or certified mail, postage prepaid, retum receipt requested; or (d) next day aiicourier service. Notices shall be sent to the appropriate Party at its address or email address given below (or at such other address, electronic address or facsimile number for such party as shall be specified by notice given hereunder). If to Seller, to: Dominion Energy, Inc. 120 Tredegar Street Richmond, Ya.23219 Attn: Carlos M. Brown, Senior Vice President, Chief Legal Officer, and General Counsel Email: carlos.m.brown@dominionenergy.com with a copy to (which shall not constitute notice): McGuireWoods LLP Gateway Plaza 800 E. Canal Street Richmond, VA232l9 Attn: Joanne Katsantonis Email : j katsantonis@mcguirewoods.com Attn: Emilie J. McNally Email : emcnally@mcguirewoods.com Attn: Daniel E. Howell Email : dhowell@mcguirewoods.com or to such other Person or address as Seller shall designate in writing. lf to Buyer to: Enbridge Quail Holdings, LLC c/o Enbridge (U.S.) Inc. 915 N. Eldridge Parkway, Suite 1100 Houston, Texas 77079 Attn: Chief Legal Officer Email : legalnotices@enbridge.com 80 with a copy to (which shall not constitute notice): Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: George Sampas Email: sampasg@sullcrom.com Attn: Audra Cohen Email: cohena@sullcrom.com or to such other Person or address as Buyer shall designate in writing. All such notices, requests, demands, waivers and communications shall be deemed effective upon (a) actual receipt thereof by the addressee, (b) actual delivery thereof to the appropriate address or (c) in the case of an email transmission, confirmation of receipt by the recipient (excluding out-of-office replies or other automatically generated responses) or iollow up within one (1) Business Day after email by dispatch pursuant to one of the other methods described herein. Section 11.4 Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted aisigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, by operation of law or otherwise, by any of the Parties hereto without the prior written consent of the other Party. Nothing contained herein, express or implied, is intended to confer on any Person other than the Parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Any ur.igrr-.rt in contraventionof the foregoing sentence shall be null and void and without legal effect on the rights and obligations of the Parties hereunder. Section 11-5 Entire Agreement. This Agreement, including the Schedules, the Exhibits, the Ancillary Agreements and the Confidentiality Agreement,-embodies the entire agreement and understanding of the Parties hereto in respect oithe subject matter contained herein.This Agreement, including the Schedules, the Exhibits, the Anclllary Agreements and the Confidentiality Agreement, supersedes all prior agreements and understaniingi u-ong the parties with respect to such subject matter and supersedes any letters, memoranda or other documents or communications, whether oral, written or electronic, submitted or made by (a) Buyer or its Affiliates, agents or representatives to Seller, the Sale Entities or any of their rlspective-agents or representatives, or (b) Seller, the Sale Entities or their respective agents or."presertatives t6 Buyer or any of its agents or representatives, in connection with the bidding p.o."ri which occurred piior to the execution of this Agreement or otherwise in connection withlhe negotiation and executionof this Agreement. No communications by or on behalf of Seller o. itr afntiates, including responses to any questions or inquiries, whether orally, in writing or electronically, and nJ information provided in any data room or any copies of any information from any data room provided to Buyer or any other information shall be deemed to constitute a representatitn, warranty or an agreement of seller or its Affiliates or be part of this Agreement. 8t Section 11.6 Expenses. Each Party shall pay its own expenses in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the Contemplated Traniactions, including, except as otherwise provided herein, the cost of legal, technical and financial consultants. Buyer, on the one hand, and Seller, on the other hand, shall each be responsible for the payment of fifty percent (50%) of the cost of filing applications for HSR Appioval, CFIUS Clearance, State Regulatory Approvals and FCC Approval. Buyer shall be iesponsible for (a) the payment of Transfer Taxes for which Buyer is resionsible puisuant to Section 5.3(a) and (b) all payments, costs, fees and expenses to obtain the consent of any Person *t ot. consent is required, including those identified on Schedule 5.2(b), and Seller shall not be required to make any payments or incur any fees or similar expenses with respect thereto. Section 11.7 Press Releases and Announcements; Disclosure. Following the issuance of the initial press releases, no press release or other public announcement or disclosure related to this Agreemint or the Contemplated Transactions shall be issued or made by any Party without the prior written approval of the other Party (not to be unreasonably withheld, conditioned or delayed);^p.*id.d, however, that a Party, or any of its Affiliates, may, without the prior consent of any tther Party, issue or cause publication of any such press release or public announcement to the extent that such party reasonubly d.t"r-ines, after consultation with legal counsel, such action to be required by applicable Law, -by any Governmental Authority or by the rules of a national securities exchange, in which event such Party will (i) consult with all of the other Parties regarding the timing and content of such press release or public announcement and (ii) use Reasonable Efforts to allow all of the other Parties reasonable time to comment on such press release or public announcement in advance of its issuance. Buyer and Seller shall cooperate and work in good faith to develop a joint communications plan, including a uniform response strategy, which they shall designate as the "Communications Plan". Each Party may make any public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications (i) are consistent with (and no more expansive than) the tone and substance of the Communications Plan or (ii) are consistent with (and no more e*pansire than) the tone and substance of press releases or statements that have been mutually approved by each Party. Section 11.8 Acknowledgment. Buyer further acknowledges that (a) Buyer, either alone or together with any Persons Buyer has retained to advise it with respect to the Contemplated Transactions (the"Adviiors"), has knowledge and experience in transactions of this type and in the business of the Sale Entities and is therefore capable of evaluating the risks and merits of acquiring the Interests, (b) it has relied on its own independent investigation in determining to entlr into this Agreement, (c) none of Seller, the Sale Entities or any of their respective representatives or agents or any other Person has given any investment, legal or other advice or rendered any opinioi as to wheiher the purchase of the Interests is prudent, and Buyer is not relying on any reprlsentation or warranty by Seller, the Sale Entities or their Affiliates, or any of their .espeitive representatives or agents except as expressly set forth in ARTICLE III of this Agreement u"a (a) Buyer and its edvisors,lf any, have had the opportunity to a1k questions and reieive responses conceming the Sale Entities and the terms and conditions of this Agreement. 82 Section 11.9 No Third-Party Beneficiaries. Except as provided in Section 11.16, Section 1 l.l7 and Section 1 1.18, this Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and this Agreement shall not otherwise be deemed to confer upon or give to any other Person any right, claim, cause of action, or other interest herein. Section 11.10 Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with the Laws of the State of New York without giving effect to the choice of law principles thereof. Each Party consents to personal jurisdiction in any action brought in any court, federal or state, within the Borough of Manhattan having subject matter jurisdiction arising under this Agreement, and each of the Parties hereto agrees that any action instituted by either oi them against the other with respect to this Agreement will be instituted exclusively in a court, federal or state, within the Borough of Manhattan. Each of the Parties hereto irrevocablv waives the defense of an inconvenient forum to the maintenance of any such action. Section 11.11 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE TINDER THIS AGREEMENT IS LIKELY TO TNVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND TINCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATTON RESULTING FROM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (IID EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 11.11. Section 11.12 No Joint Venture. Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture or other entity or similar legal relationship among the Parties, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to the Parties. Except as expressly provided herein, neither Party is or shall uit u. o. be the agent or representative of the other Party. Section 11.13 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Contemplated Transactions is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invaid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in order that the Contemplated Transactions be consummated as originally contemplated to the greatest extent possible. Section 11.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute 83 one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Section 11.15 Specific Enforcement. The Parties agree that immediate, extensive and irreparable damage would occur for which monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, if for any reason any Party shall have failed to perform its obligations under this Agreement or otherwise breached this Agreement, then the Party seeking to enforce this Agreement against such nonperforming Party under this Agreement shall be entitled to specific performance and the issuance of immediate injunctive and other equitable relief without the necessity of proving the inadequacy of money damages as a remedy, and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable ielief, thir b.irg in addition to and not in limitation of any other remedy to which they are entitled at Law or in equity. Section 11.16 Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectivelY, the "sillei Releasing Parries"),hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a"Releasee") from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingint, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; ptovXlgsl, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors' or officers' or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock opiior, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the generaireleases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 1 1.16. Section ll.l7 Legal Representation. Buyer, on behalf of itself and its Affiliates, acknowledges and agrees that Seller's Counsel has acted as counsel for Seller and its Affiliates, and that Seller reasonably anticipates that Seller's Counsel will continue to represent Seller and its Affiliates in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates, expressly consents to: (a) Seller's Counsel representation of Seller and its Affiliates, in any post-Closing matter in which the interests of Buyer, on the one hand, and Seller or its Affiliates, on the other 84 hand, are adverse, including any matter relating to the Contemplated Transactions or any disagreement or dispute relating thereto, and whether or not such matter is one in which Seller,s Counsel may have previously advised Seller or its Affiliates, and (b) the disclosure by Seller,s Counsel to Seller or its Affiliates, as applicable, of any information learned by Seller's Counsel in the course of its representation of Seller or its Affiliates, as applicable, whether or not such information is subject to attorney-client privilege or Seller's Counsel's duty of confidentiality. Furthermore, Buyer, on behalf of itself and its Affiliates, (i) irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of Seller and its Affiliates by Seller's Counsel in the Contemplated Transactions, to the extent that such information or documentation was privileged as to Seller or its Affiliates ("Con/idential Communications"), and (ii) agrees that (A) the privilege with respect to such Confidential Communications shall remain with Seller following the Closing such that, without limiting Seller's rights to such privilege, Seller alone shall have and maintain the right to waive the privilege, (B) if Seller's former officers or managers leave any emails or other documents (both electronic or otherwise) that contain Confidential Communications on the servers of the Sale Entities, such occurrence shall not constitute a waiver of the attorney-client privilege or any other privilege applicable to such documents, and (C) to the extent any emails or other documents (either electronic or otherwise) containing any Confidential Communications are included in the computer server(s) of any Sale Entity or are otherwise within the records of any Sale Entity following the Closing, it will, upon discovery of any such documents, permanently delete or destroy all iuch emails or other documents containing such Confidential Communication and not review, disclose, or otherwise use such documents or the Confidential Communications for any purpose. Buyer, on behalf of itself and its Affiliates, further covenants and agrees that each shall not assert any claim against Seller's Counsel in respect of legal services provided to the Sale Entities by Seller,s Counsel in connection with this Agreement or the Contemplated Transactions. If and to ihe extent that, at any time subsequent to Closing, Buyer or any of its Affiliates shall have the right to assert or waive any attorney-client privilege with respect to any communication between Seller or its Affiliates and any Person representing them that occurre d at any time prior to the Closing, Buyer, on behalf of itself and its Affiliates, shall be entitled to waive such privilege only with ihe piior written consent of Seller's Counsel and Seller. Section 11.18 Financing Provisions. Notwithstanding anything in this Agreement to the contrary (including any other provisions of this ARTICLE XD: Seller and the Sale Entities, on behalf of itself and their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action, whether in Law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Commitment Letter) or any of the Contemplated Transactions or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereio irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state), except as otherwise provided in any agreement relating to the Financing, (c) knowingly, intentionally and voluntarily 85 waives to the fullest extent permiued by applicable law trial by jury in any such legal action brought against the Financing Parties in any way arising out of or relating to, this Agreement or the Flnancing, (d) agrees that none of the Financing Parties shall have any liability to Seller or the Sale Entities or any of their respective Subsidiaries, controlled Affrliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Buyer (including its permitted successors and assigns under the Debt Commitment Letter) shail be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt-Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Buyer's rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any Financing Party be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), o. da-ug". of a tortious nature in connection with the Financing, and (g) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Seition I I .18 and that this Section I 1.1 8 may not be amended, modified or waived without the written consent of the Financing Entities. Notwithstanding the foregoing, nothing in this Section 11.18 shall in any way limit or modiff the rights and obligations of Buyer under this Agreement or any Financing Party's obligations to Buyer under the Debt Commitment Letter. ISTGNATURE PAGES FOLLOWI 86 IN WIT?.IESS WHEREOF, the Partios h6cto havc causcd this Agroanent to bc duly cxecuted on thc Effcctive Date. SELI,ER: DOMIITIION ENERGY, INC. By: il l;' w.*l Namc: RobsrtM. Bluc r" Titlc: CAair, Presifut and Chief Exccutive Offccr Slgnaturc Pagc- Pwrlwse ard Sale Agrvmtent BIIYER: ENBRIDGE QUAIL HOLDINGS, LLC ,rt&! Name: Michele E. Harradence Title: President Signature Page - Purchase and Sale Agreement Exhibit A Form of Assignment of Membership Interests (Attached) Execution Yersion CONFIDENTIAL Exhibit A Form of Assignment of Membership Interests ASSIGNMENT OF MEMBERSHIP INTERESTS This Assignment of Membership Interests ("Assisnment"), dated as of [ - l, t I (the "Closing Date"), is made by and between Dominion Energy, Inc., a Virginia ilrpo*.--tion ("Assignor"), and Enbridge Quail Holdings, LLC, a Delaware limited liability company ("Assignee"). RECITALS A. Assignor owns, holds of record and is the beneficial owner of one hundred percent (100%) of the authorized, issued and outstanding membership interests (collectively, the i,Membership Interests") of Fall West Holdco LLC, a Delaware limited liability company (the "Compauy"). B. Pursuant to and in accordance with the provisions of that certain Purchase and Sale Agreement, dated as of September [J, 2023 (the "Purchase Agreement"), by and between Assign6r and Assignee, Assignor has agreed to sell, convey, transfer, assign and deliver to Assilree all of Assignor's right, title and interest in and to the Membership Interests and Assilnee has agreed io purchase, acquire and accept the Membership Interests upon the terms and conditions set forth in the Purchase Agreement and this Assignment. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and of the mutual promises and covenants contained in this Assignment, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: l. Definitions. All capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Purchase Agreement. 2. Assignment. (a) As of the Closing Date, Assignor hereby sells, conveys, transfers, assigns and delivers to Assignee all of Assignor's right, title and interest in and to the Membership Interests. (b) Simultaneously with the execution and delivery of this Assignment by the parties hereto, such parties acknowledge and agree that Assignee is admitted to the Company as its sole member. 3. Acceptance by Assienee. Assignee hereby accepts the Membership Interests as of the Closing Date and consents to be admitted as the sole member of the Company. 4. Further Assurances. On and after the Closing Date, each of Assignor and Assignee shall take any and all further actions, including but not limited to the execution of additional instruments or documents, that may be reasonably requested in writing by any one of them to effectuate or evidence the assignment of the Membership Interests or the other actions expressly contemplated by this Assignment. 5. Conflict with the Purchase Agreement. This Assignment is being delivered pursuant to the Purchase Agreement and shall, in every respect, be subject to and governed by the terms of the Purchase Agreement. To the extent any provision of this Assignment i; inconsistent with the Purchase Agreement, the provisions of the Purchase Agreement shall control. 6. Miscellaneous. This Assignment may not be amended or modified except by a written instrument duly executed by each of the parties hereto. This Assignment shall Ue Uinaing upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors and assigns. This Assignmeni and any disputes arising hireunder or in connection herewith shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the choice of law principles thereof. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but ail of which together shall constitute one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, this Assignment has been duly executed and delivered by the duly authorized representative of each party hereto as of the Closing Date. ASSIGNOR: DOMTNION ENERGY,INC. By: Name: Title: Signature Page to Assignment of Membership Interests ASSIGNEE: ENBRIDGE QUAIL HOLDINGS, LLC By: Name: Title: !.i IAi-'i Dr.:['}ARr;ME].lT OF :: N\/I RONMENTAL QUALITYi-_--_-ti Lrrrr z 6 zrlzr ii_l D!\/ISION OF AIR OUALITY Signature Page to Assignment of Membership Interests Exhibit B Form of Transition Services Agreement (Attached) Execution Version CONFIDENTIAL EXHIBIT B FORM OF MASTER TRANSITION SERVICES AGREEMENT This Master Transition Services Agreement (this"Agreemenf'),dated as of I l,I 11 (the "Effective Dote"), is made by and between Dominion Energy, Inc, u Vi.ginia corporation ("Dominion") and each entity (each, a"Company") that executes a Joindertothis Agreement substantially in the form of Exhibit A hereto (each, a "Joinder"). Dominion and Company are sometimes referred to collectively as the'oParties" and individually as a'opurty.,, Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Purchase and Sale Agreement, dated as of I l 2023 (the "Purchase Agreement"), by and between Dominion and an Affiliate of Enbridge Inc., a Canadian corporation ("Enbridge"), with respect to the purchase and sale of the Company that executes the relevant Joinder. In addition, as used herein, (i) Dominion Services (as hereinafter defined) and Company Services (as hereinafter defined) shall be referred to as"services" when referring to the services collectively provided by Dominion and Company under this Agreement and (ii) Dominion Services Term (as hereinafter defined) and Company Services Term (as hereinafter defined) shall collectively be referred to as"services Term" when applying to Dominion and Company. RECITALS WHEREAS, in accordance with the Purchase Agreement, Dominion has agreed to assist Company, and Company has agreed to assist Dominion, by providing certain transition services for a limited time period following the Closing of the acquisition of the Sale Entities, which has occurred thereunder, upon the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual agreements, covenants, representations, and warranties set forth herein, including the Recitals to this Agreement, which are hereby incorporated by reference into this Agreement, and intending to be legally bound hereby, the Parties ug.". a, follows: ARTICLE I SER\rICES Section 1.1 SERVICES. (a) Company has requested that Dominion provide, following the Closing, certain transition services to Company. Subject to Section 3.5(d) andSection 3.5(e), the Parties hereby I Nole to Draft: To be dated as of the first Closing. Given that the Master Transition Services Agreement will be dated as of the date of the first Closing, for the second and third Closings, the Joinders that the Sale Entities will execute and their status as Enbridge Affiliates and providers of Company Services and recipients of Dominion Services as opposed to Dominion Affiliates and providers of Dominion Services and recipients of Company Services, as applicable, will be clarified in the respective Joinders. 4866-5434-3018 v.l8 agree that, as of the Effective Date, Dominion will provide, or cause to be provided, (i) the services and (ii) access to, or the benefit of, the applications and systems, in each case, as set forth in Annex A to the Joinder (which in any event shall be among the potential services set forth in Schedule l.l(a)) (collectively, the "Dominion Services"), to Company for the period set forth for such Dominion Service in Annex A to the Joinder (the "Dominion Services Term"). Dominion will use commercially reasonable efforts to provide the Dominion Services in the manner and quality consistent in all material respects with Dominion's practices during the twelve-month period immediately preceding the Effective Date (the "Lookback Period') (the "Dominion Service Standart'). Dominion shall have no obligation to materially alter the Dominion Services to accommodate changes in the commercial or physical operation of Company or the business of any Sale Entity, excepting those alterations necessitated by the Contemplated Transactions. (b) Dominion has requested that Company provide, following the Closing, certain transition services to Dominion and its Affiliates in connection with its sale of the Sale Entities. Subject to Section3.5(d) andSection3.5(e), the Parties hereby agree that, as of the Effective Date, Company will provide, or cause to be provided, (i) the services and (ii) access to or the benefit of the applications and systems, in each case, as set forth in Annex B to the Joinder (which in any event shall be among the potential services set forth in Schedule 1.1(a)) (collectivel y , the " Company Services"), to Dominion for the period set forth for such Company Service in Annex B to the Joinder (the "Company Services Term"). Company will use commercially reasonable efforts to provide the Dominion Services in the manner and quality consistent in all material respects with Company's practices during the Lookback Period (the "Company Service Standard'). Company shall have no obligation to materially alter the Company Services to accommodate changes in the commercial or physical operation of Domlnion and its Affiliates, excepting those alterations necessitated by the Contemplated Transactions. (c) For purposes of this Agreement , (i) "Service Recipient" means either Dominion or Company, as applicable, in its capacity as a recipient of any Service under this Agreement and (ii) r'service Provider" means either Dominion or Company, as applicable, in its capacity as a provider of any Service under this Agreement. Section 1.2 ADDITIONAL SERVICBS. If, at any time during the term of this Agreement, Service Recipient identifies in writing a service that Service Recipient desires to oblain from Service Provider that (a) is not listed on Schedule 1.1(a) or Schedule 1.1(b), as applicable and (b) Service Recipient reasonably needs such service in order for Service Recipient to bperate in substantially the same manner in which it operated during the Lookback Period, then the irarties shall negotiate in good faith mutually agreeable terms and conditions for such service (such additional services, the "Additional Services"); provided, lryel, that Service Provider shall have no obligation to provide (i) any Additional Service that was provided by the Service Provider during the Lookback Period, unless Service Provider has provided its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or (ii) any Additional Service that was not provided by the Service Provider during the Lookback Period, unless agreed upon in writing and executed by both Parties. Any such Additional Services so provided by Service Provider shall constitute a Dominion Service or Company Service, as applicable, under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth in Schedule l.l(a) or Schedule 1.1(b), as applicable, as of the Effective Date. Section 1.3 INTELLECTUAL PROPERTY LICENSES. To the extent held by each Party and its Affiliates immediately prior to the Effective Date, each Party shall continue to hold and maintain and cause its Affiliates to hold and maintain, the intellectual property licenses (including software) and permits required by such Party or any of its Affiliates to provide Services as set forth in this Agreement; provided, however, thal in the case of software, requiring consent from the applicable vendor, Service Provider shall use commercially reasonable efforts to obtain such license, approval or consent for such software. Section 1.4 EMPLOYEES. (a) At all times during the performance of Dominion Services, all persons performing such Dominion Services who shall be in the employ or under the control of Dominion or its Affiliates (including agents, contractors, temporary employees and consultants) shall be independent from Company and not employees of Company and shall not be entitled to any payment, benefit or perquisite directly from Company on account of such Dominion Services. Dominion will not be required to provide any Dominion Services the provision of which would violate any Law, Contract or internal compliance policy or procedure of Dominion or its Affiliates. (b) At all times during the performance of Company Services, all persons performing such Company Services who shall be in the employ or under the control of Company or its Affiliates (including agents, contractors, temporary employees and consultants) shall be independent from Dominion and not employees of Dominion and shall not be entitled to any payment, benefit or perquisite directly from Dominion on account of such Company Services. Company will not be required to provide any Company Services the provision of which would violate any Law, Contract or internal compliance policy or procedure of Company or its Affiliates. (c) Service Recipient shall have no rights with respect to any decision by Service Provider as to which particular individual Service Provider decides to use to perform the Services on its behalf. Section 1.5 STANDARD OF PERFORMANCE. The Parties shall perform or cause to be performed their respective obligations under this Agreement in accordance with the Dominion Service Standard or Company Service Standard, as applicable, and in compliance with Laws. Company acknowledges that Dominion and its Affiliates are not professional providers of the types of services included in the Dominion Services and that the personnel providing such Dominion Services may have other responsibilities and will not be dedicated exclusively to performing the Dominion Services. Likewise, Dominion acknowledges that Company and its Affiliates are not professional providers of the types of services included in the Company Services and that the personnel providing such Company Services may have other responsibilities and will not be dedicated exclusively to performing Company Services. Section 1.6 RECORDS. Each Party shall maintain or cause to be maintained true and correct records of all receipts, invoices, reports, timesheets and such other documents as are customarily maintained by such Party for its own operations relating to the Services rendered hereunder. Each Party shall have the right to inspect such records of the other Party during regular office hours following reasonable prior written notice of any such inspection. Section 1.7 REPRESENTATI\rES OF THE PARTIES. The Parties shall, at all times during the term of this Agreement, keep representatives reasonably available to receive communications from each other regarding the Services and to respond to inquiries concerning the performance of the Services, as well as any other information pertaining to this Agreement. Each Farty will designate an individual to serve as such Party's ',TSA Point Person" to deal with issues arising out of the performance of this Agreement and facilitate the orderly provision of the Services, including coordinating, on behalf of Service Provider or Service Recipient, as applicable, all activities undertaken by such Party hereunder, coordinating the provision ofthe Services, acting as a day-to-day contact with the other Party's TSA Point Person, making available to the other Party the data, personnel, facilities, resources and other support services reasonably required for the provision of the Services in accordance with this Agreernent. Each Party agrees to provide reasonable access (in person, by telephone or electronically via e-mail, virtual video meetings or other customary electronic means of communication) during normal business hours to its respective TSA Point Person for the foregoing purposes. Dominion's initial TSA Point Person shall be [r] and Company's initial TSA Point Person shall be [o]. A Party may change its designated TSA Point Person by giving notice to the other Party in accordance with Section 8.2, such replacement to be effective as of the date of the other Party's receipt of such notice. Section 1.8 LIMITATION OF SERVICES. In connection with the performance of its obligations under this Agreement, in no event shall Service Provider be obligated to: (a) make material modifications to its existing systems; (b) acquire additional assets, equipment, rights or properties (including computer equipment, software, fumiture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property) that are not in the ordinary course of operations of Service Provider; (c) hire additional employees; (d) perform any service that it, in good faith, believes requires consent, approval, authorization or bargaining, with respect to any collective bargaining agreement or other labor agreement with any labor union, works council'or organization; (e) pay any costs related to the transfer or conversion of data from either Party to the other; or (fl provide services in any jurisdiction where such Party or its Affiliates has not provided such services during the Lookback Period. Section 1.9 THIRD-PARTY CONSENTS. To Seller's Knowledge, Dominion represents and warrants to Company that, as of the Effective Date, it has all licenses, approvals and consents necessary to provide the Dominion Services, except as otherwise set forth in the Joinder. In the event that a new license, approval or consent is required to provide any Service following the Effective Date, Service Provider shall use commercially reasonable efforts to obtain such license, approval or consent. Section 1.10 SUBCONTRACTING. Service Provider may delegate or subcontract performance of all or any part of the Services to (a) any Affiliate of such Party, or (b) one or more ihird parties (each, a"Third-Party Service Providef'); providgd, that either (i) such Third-Party Serviie Provider shall have provided Services to the Parties during the Lookback Period or (ii) Service Provider shall provide Service Recipient with prompt written notice of such subcontracting, and the proposed Third-Party Service Provider shall have substantially similar qualifications, experiences and skills as Service Provider and is capable of performing such Services in accordance with the Dominion Service Standard or the Company Service Standard, as applicable. Any such delegation by Service Provider to any such Affiliate or Third-Party Service Provider shall in no way (a) affect the rights of Service Recipient or relieve Service Provider of any of its obligations under this Agreement or (b) change or reduce the Dominion Service Standard or Company Service Standard, as applicable. Service Provider shall remain liable under the terms of this Agreement for any breach of this Agreement by, or any Adverse Consequences caused by, such Affiliate or Third-Party Service Provider. Section 1.11 INTELLECTUAL PROPERTY. (a) Each Party, on behalf of itself and its respective Affiliates, hereby grants to the other Party and such other Party's applicable Affiliates, solely during the applicable Services Term (subject to extension pursuant to Article IV or the termination of a Service pursuant to Article V), a limited, royalty-free, non-sublicensable (except to third-party service providers solely for the provision or receipt of Services to or by either Party), non-exclusive, non- transferable (except in connection with a permiued assignment in accordance with Section 8.7), license or sublicense, as applicable, in and to any Intellectual Property (other than Trademarks) owned and controlled or otherwise freely sublicensable by such granting Party, solely to the extent necessary for and solely for the purpose of such Pafty's or its applicable Affiliates' (or, as applicable, third-party service providers) provision or receipt of the Services, as applicable, in accordance with the terms of this Agreement. The foregoing license will automaticaily terminate (i) with respect to each Service upon the expiration or termination of the applicable Services Term; and (ii) in its entirety upon the expiration or termination of this Agreement pursuant to Article IV. (b) Except as expressly provided in this Agreement or the Purchase Agreement, nothing contained in this Agreement will give to any Party any right, title or interest inor to any Intellectual Property of any other Party or any of its Affiliates whether by implication, estoppei, exhaustion or otherwise. Section 1.12 INSURANCE. Throughout the term of this Agreement, each Party shall carry appropriate insurance with a reputable insurance company(ies) covering property damage, and general liability insurance on an excess basis (including contractual liability) which shall apply on a primary and non-contributory basis in respect of its own business operations, employees and property interests. Section 1.13 CERTAIN INDMDUALS. Dominion shall use commercially reasonable efforts to make available the services of the individuals set forth on Schedule I .132 thioughout the Services Term to support the transition and the provision of Dominion Services, at the request of the Company. 2 Note to Draft; schedule to include Lee Katz and Mark Stevens, with Rodney Blevins bracketed and to be determined between signing and closing. ARTICLE II COMPENSATION Section 2.1 COMPENSATION FOR DOMINION SERYICES. During the Services Term for the applicable Dominion Service (unless earlier terminated in accordance with Article V), Company shall pay to Dominion the compensation set forth on Schedule 2.1 Qtro-rated for any partial month during the applicable Dominion Services Term for the applicable Dominion Service). Section 2.2 COMPENSATION FOR COMPANY SERVICES. During the Services Term for the applicable Company Service (unless earlier terminated in accordance with Article V), Dominion shall pay to Company the compensation set forth on Schedule 2.2 Qtro-rated for any partial month during the applicable Company Services Term for the applicable Company Service). -""*fffli'rT['.AULr Section 3.1 SUBMISSION OF INVOICES. Each Party shall submit an invoice (each, an"Invoice") to the other Party on or before the tenth (lOth) Business Day of each month setting forth the charges for the Services provided for the preceding month. The Parties will include reasonable supporting documentation for any charges that appear on such lnvoice. Section 3.2 PAYMENT OF INVOICES. Absent a manifest error in calculations contained in an Invoice (if there is a manifest error, the Parties will correct such error and show such recalculation), each Party shall be obligated to pay the amount of any such Invoice within thirty (30) days after such Party's receipt of the Invoice and such amount shall be paid by wire transfer of immediately available funds to the bank account designated by the Party receiving pa)rynent. Interest will accrue on any unpaid invoiced amounts (so long as such amounts are not subject to a good faith dispute by the Party making payment) at arute of eight percent (8%) from the date due, compounded quarterly, until such amounts, together with all accrued and unpaid interest thereon, are paid in full. Any preexisting obligation to make payment for the Serrrices provided hereunder shall survive the expiration or earlier termination of a Service and this Agreement. Section 3.3 PAYMENT DISPUTES. A Party may object to any invoiced amounts for any Service at any time before, at the time of or after payment is made, provided such objection is -ud. in writing to the other Party no later than the date that payment is due for the applicable Invoice in accordance with Section 3.2 and that any such objection shall not relieve the objecting Party of its obligations to pay the amount pursuant to Section 3.2 of this Agreement. Payment or acceptance of payment of any amount set forth in an Invoice shall not constitute approval thereof. Upon written iequest by Service Recipient, Service Provider shall, or shall cause its Affiliates to, *ithin a reasonable period of time, provide, at the sole cost and expense of Service Recipient, all assistance, records and access reasonably requested by Service Recipient to dispute charges on any Invoice to the extent that (a) such assistance, records or access is readily available and within the reasonable control of Service Provider or its applicable Affiliates, as reasonably determined by Service Provider, subject to any confidentiality or similar restrictions, and (b) solely to extent it relates to the Services provided hereunder. The Parties shall meet as expeditiously as possible to resolve any payment dispute. Any payment dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 8.4 of this Agreement. Section 3.4 NO RIGHT OF OFFSET. Neither Party shall have a right to offset, deduct or withhold any monies from any amounts due under this Agreement based o, ury amounts owed or claimed to be owed by the other Party. Section 3.5 DEFAULT. Pa)'ment Default. (i) Except with respect to any interest on invoiced amounts that are disputed by a Party in good faith and in accordance with Section 3.3, it shall constitute a default on behalf of a Party (a"payment Default,) if such party fails to timely pay any invoiced amount provided pursuant to this Agreement in accordance with the provisions of this Article III, which failure continues for at least five (5) days following receipt of written notice to such Party that such invoiced amount is past due. (iD Upon the occurrence of a Payment Default, the non-defaulting Party may, at its option (without prejudice to its right to receive payment in full for ail amounts due, together with interest thereon), suspend all or any portion of the provision of Services the non-defaulting Party is providing hereunder, until such time as the Payment Default is cured and all indebtedness under this Agreement for such suspended Services is paid in full. Dominion Default. (i) Subject to Section 3.S(aXii) and Section 3.5(d), it shall constitute a default on behalf of Dominion (a"Dominion Defuult") if Dominion fails to provide a Dominion Service to Company in accordance with the terms and condiiions of this Agreement, including the Dominion Service Standard, which failure continues for at least ten (10) days following receipt of written notice thereof to Dominion; previdgd, however, that Dominion may cure such a Dominion Default by (A) providing Company with a recovery plan to cure such Dominion Default within ten (10) days of the start of such Dominion Default and (B) diligently prosecuting such cure to completion within thirty (30) days. (ii) Without limiting Section 5.2 or Section 7.1(b), if applicable, during the pendency of a Dominion Default (whether or not in the proce.i of b"irg cured! Company acknowledges and agrees that its sole and exclusive remedy is to secuie such Dominion Service from any Person (other than Dominion or its Affiliates; qualified to provide such Dominion service and receive from Dominion, paymeni (to an account designated by company) of the positive difference, if any,-b"i*..n the cost of purchasing such substitute Dominion Service and the amount that would have been paid to Dominion under the terms of this Agreement for such Dominion Service if no Dominion Default with respect to such Dominion Service had (a) (b) occurred for the shorter of (x) ninety (90) days and (y) the remaining Dominion Services Term for such Dominion Service. (c) Company Default. (D Subject to Section 3.5(aXii) and Section 3.5(d), it shall constitute a default on behalf of Company (a"Company Defuult") if Company fails to provide a Company Service to Dominion in accordance with the terms and conditions of this Agreement, including the Company Service Standard, which failure continues for at least ten (10) days following receipt of written notice thereof to Company; plgvidgd, however, that Company may cure such a Company Default by (A) providing Dominion with a recovery plan to cure such Company Default within ten (tO; dayJof the start of such Company Default and (B) diligently prosecuting such cure to completion within thirty (30) days. (ii) Without limiting, Section 5.2 or Section 7.1(b), if applicable, during the pendency of a Company Default (whether or not in the process of being cured), Dominion acknowledges and agrees that its sole and exclusive remedy is to secure such Company Service from any Person (other than Company or its Affiliates) qualified to provide such Company Service and receive from Company, payment (io an account designated by Dominion) of the positive difference, if any, between the cost of purchasing such substitute Company Service and the amount that would have been paid to Company under the terms of this Agreement for such Company Service if no Company Default with respect to such Company Service had occurred for the shorter of (x) ninety (90) days and (y) the remaining Company Services Term for such ComPanY Service. (d) Suspension Due to Force Majeure. If Service Provider is rendered unable, wholly or in part, by force- majeure to carry out its obligations under this Agreement, Service Provider shall give Slrvice Reclpient prompt written notice of the force majeure with the nature of the force majeure event and the anticipated duration; thereupon, the obligations of Service Provider giving notice, so far as it is affected by force majeure, shall be suspended without liability to Serviie provider during the continuance of the force majeure and until the cessation of the force majeure event or a, ,oo, thereafter as reasonably practicable using all commercially reasonable dispatch. Service Provider will use commercially reasonable efforts to remove the force majeure situation; pv1ided, however, that Service Provider shall not be required to hire additional personnel br contract workers, or to settle strikes, lockouts, or other labor difficulty, contrary to its wishes; and the handling of such difficulties shall be entirely within the discretion of Service provider. The term "forcJmajeure" as used herein shall mean any cause which is beyond the reasonable control of Service Provider, including, to the extent satisfying the foregoing, an act of God, accident, wreck, casualty, vandalism, sabotage, strike, lockout, unavailability of materials, equipment or labor, power outages, utility disruptions or other industrial disturbance, act of the pubiic enemy, war, civil commotion, terrorism, blockade, insurrection, public riot, pandemics or epidemici (including Covid-19), weather-related disturbance, landslide, lightning, fire, storm, flood, explosion, governmental action, governmental delay, restraint or inaction, or compliance in good faith with any applicable law or permit that substantially limits or prevents Service Provider from performing its obligations hereunder; Wvidgd, however, that there shall be no force majeure with respect to the payment of monies. The Parties shall cooperate with each other to attempt to find commercially reasonable means for the provision of the suspended Service or to resume performance as soon as reasonably practicable after the occurrence of the force majeure event. (e) Exceptions to Service Provider's Oblieation to Perform. Service Provider shall not be required to provide or cause its Affiliates to provide (including through any Third-party Service Provider) any Service or any portion thereof to the extent that the performance of such Service or any portion thereof (i) would require Service Provider or its Affiliates (or, if applicable, any such Third-Party Service Provider) to violate applicable Law or fiduciary duties or (ii) would result in the breach of any Contract due to an inability of Service Provider to obtain a required license, consent or approval from a third-party for the provision of such Service. In furtherance of the foregoing, if Service Provider determines that Service Provider and its Affiliates would be unable, using commercially reasonable efforts, to perform certain Services at all or to the Dominion Service Standard or Company Service Standard, as applicable, due to any actions taken by Service Provider or its Affiliates to comply with any existing or proposed Law or the orders or recommendations of a Governmental Authority or any other quasi- governmental authorities having jurisdiction over Service Provider or its Affiliates, Service Provider may stop or suspend, or cause its Affiliates to stop or suspend, the performance of such Services, or provide or cause its Affiliates to provide (including through one or more Third-party Service Providers) such Services in a manner that deviates from the Service Standard, whicir level shall become the Dominion Service Standard or Company Service Standard, as applicable, for such Services during any such period. If Service Provider takes or causes its Aftiliates to take any actions pllrsuant to this Section 3.5(e), Service Provider shall provide written notice to Service Recipient as soon as reasonably practicable and, following such notice, the parties shall cooperate with each other to attempt to find commercially reasonable means for the provision of the suspended Service or to resume performance as soon as reasonably practicable. Section 3.6 TAXES. Any sales, value added, or similar taxes paid hereunder for Services which the Party providing Services is required to pay or incur shall be passed on to the party being invoiced as an explicit surcharge in the applicable Invoice and shall be so paid by said party in addition to any Service fee payment. If either Party submits to the other Party a timely and vllid resale or other acceptable exemption certificate acceptable and sufficient to support the exemption from taxes, then such taxes will not be added to the Service fee payable puriuant to this ArticleIII. The Parties will cooperate to minimize the imposition of any taxes. For the avoidance of doubt, this Section 3.6 shall not apply to, and each of Company and Dominion shall pay and be responsible for, all taxes (including related interest and penalties) required by applicaLle Law to be paid by each ofthem in respect ofcharges for the Services that are: (i) based on-their respective income, profits or assets, and all other taxes not described in the previous sentence that are imposed on each of them or their respective Affiliates; (ii) based on their having a present or former connection with the jurisdiction imposing the tax (other than connections arising from having executed, delivered, become a party to, performed its obligations under, received payments under-, engaged in any transaction pursuant to or enforced this Agreement); or (iii) impoied as a result of a failure to comply with their obligations under this Agreement. rERM rf+H,:'"%ilrEMENr This Agreement will terminate upon the expiration, discontinuation or termination of the Service Term for all Services, and in any event will expire on the earlier of (a) thirty (30) months following the Effective Date and (b) two (2) years following the date that the last Joinder becomes effective (the "Last Effective Date"). This Agreement may be terminated at any time by mutual written agreement of the Parties. ARTICLE V CESSATION OF SERVICES Section 5.1 DISCONTINUATION OF SERVICES. After the Effective Date, Service Recipient may, without cause and in accordance with the terms and conditions hereunder, request the discontinuation of a Service or all of the Services being provided to such Party by giving the other Party at least ten (10) days' prior written notice; revlded, however, that: (a) Service Recipient ihutt U. liable to the non-requesting Party for all costs and expenses such requesting Party is obligated to pay under any existing Contract related to such Service and (b) Service Provider shall use commercially reasonable efforts to minimize all such costs and expenses. Service Recipient may request partial discontinuation of a Service being provided to such Party, and Service Provider shall use commercially reasonable efforts to accommodate such request. In such case, by mutual agreement, the Parties may agree to partial discontinuation of a Service and a corresponding reduction in consideration payable therefor pursuant to Article III. Section 5.2 TERMINATION BY SERVICE RECIPIENT. Service Recipient may terminate any Service prior to the expiration of the applicable Services Term, (i) pursuant to Section 5.1 and (ii) upon u material breach of this Agreement by the Service Provider, if such breach remains uncured following the periods set forth in Section 3.5OXi) or Section 3.5(c)(i), as applicable. Section 5.3 TERMINATION BY SERVICE PROVIDER. Service Provider may terminate any Service prior to the expiration of the applicable Services Term, as applicable, (i) in accordance with Section 3.5 and (ii) by written notice to Service Recipient upon a material breach of this Agreement by Service Recipient (excluding any Payment Defaults), if such breach remains uncured lor thirty (30) days following the date on which Service Recipient provides Service Provider r,vritten notice of such breach. Section 5.4 MIGRATION COOPERATION. The Parties shall cooperate as reasonably required to effectuate an orderly and systematic transfer to Company, of all of the duties and obiigations previously performed by or on behalf of Dominion, and to Dominion, of all of the duties and obligations previously performed by or on behalf of Company, under this Agreement. Section 5.5 PROCEDURES UPON DISCONTINUATION OR TERMINATION OF SERVICES. Upon the discontinuation or termination of a Service hereunder, this Agreement shall be of no further force and effect with respect to such Service, except as to obligations accrued prior to the date of discontinuation or termination; provided, however, that Article I, &icl€-Ll, Article III, Article V, Article VI, Article VII and Section 8.2, Section 8.3, Section 8.4 and Section 8.l4 of this Agreement shall survive such discontinuation or termination. ARTICLE VI CONFIDENTIALITY Section 6.1 GENERALLY. Subject to Section 6.2, Section 6.3 and Section 6.4, each Party agrees: (a) to maintain the confidentiality of; (b) not to directly or indirectly duplicate or disclose to any other Person (other than such Party's Affiliates and representatives who have a need to know such information in connection with the Contemplated Transactions and have been directed to keep such information confidential) without prior written approval from the owning Party; (c) not to use for any pu{pose, other than (i) performing its obligations hereunder and (ii) such purpose as may be authorized in writing by the owning Party; and (d) to prevent duplication of and disclosure to any other Person, any nonpublic or proprietary information from the owning Party or developed, presently held or continued to be held, or otherwise obtained by, or on behalf of the owning Party under this Agreement. Section 6.2 EXCEPTIONS. The foregoing obligations of confidence, nondisclosure and nonuse shall not apply to any information that: (a) was in the public domain at the time of disclosure by one Party to the other; (b) enters the public domain through no fault of the disclosing Party or its Affiliates or their respective representatives; or (c) was communicated to one Party by a third Person free of any obligation of confidence to the disclosing Party known to the recipient. Section 6.3 REQUIRED DISCLOSURE. The receiving Party may disclose the owning Party's confidential information to the extent necessary and appropriate to attorneys of litigants or to any Governmental Authority to comply with any obligation imposed on the receiving Party in connection with a proceeding before a Governmental Authority of competent jurisdiction or otherwise to any Person pursuant to applicable Law or the rules or regulations of any applicable stock exchange; provided that, to the extent permitted under applicable Law, the receiving Party shall give prompt notice to the owning Party of the need for such disclosure, together with such other information about the proceeding to enable the owning Party to evaluate the obligation and the need and to elect either to intervene or otherwise appear or act in the proceeding to protect directly the owning Party's information at the expense of the owning Party. Altematively, the owning Party may request the receiving Party to, and if so requested, the receiving Party shall use commercially reasonable efforts to, at the expense of the owning Party, obtain a protective order or otherwise to protect the confidentiality of information sought to be obtained in said proceeding. Section 6.4 LENGTH OF CONFIDENTIALITY OBLIGATION. Each Party agrees to maintain and protect the confidentiality of the information of the providing Party as set forth in this Article VI for a period of two (2) years from the date of termination of this Agreement. fl#i,1"# Section 7.1 INDEMNIFICATION. (a) Subject to the limitations set forth in Section 8.14 and Section 8.17, Company agrees, to the fullest extent permitted by Law, to indemnify, defend and hold harmless Dominion, ll its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives against and from all Adverse Consequences caused by or arising out of or resulting from Company's or any of its Affiliates' or Third-Party Service Providers' gross negligence or willful misconduct in the perfolrnance or nonperformance of Company Services in accordance with the terms of this Agreement. (b) Subject to the limitations set forth in Section 8.14, Dominion agrees, to the fullest extent permitted by Law, to indemnify, defend and hold harmless Company, its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives against and from all Adverse Consequences caused by or arising out of or resulting from Dominion's or any of its Affiliates' or Third-Party Service Providers' gross negligence orwillful misconduct in the performance or nonperformance of Dominion Services in accordance with the terms of this Agreement. (c) The indemnification procedures applicable to this Agreement shall be the same indemnification procedures set forth in Section 10.2 of the Purchase Agreement, mutatis mutandis. ARTICLE VIII MISCELLANEOUS Section 8.f COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page ofthis Agreement by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Section 8.2 NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery; (b) email transmission; (c) overnight or certified mail, postage prepaid, return receipt requested; or (d) next-day air courier service. Notices shall be sent to the appropriate Party at its address or email address given below (or at such other address, electronic address or facsimile number for such party as shall be specified by notice given hereunder). If to Dominion, to: Dominion Energy, Inc. 120 Tredegar Street Richmond, VA23219 Attn: Assistant General Counsel - Securities, Corporate Finance and M&A Email : Noopur.N.Garg@dominionenergy.com or to such other Person or address as Dominion shall designate in writing. t2 If to Company to: Enbridge (U.S.) Inc. 915 N. Eldridge Parkway, Suite 1100 Houston, Texas 77079 Attn: Chief Legal Officer Email : legalnotices@enbridge.com with a copy to (which shall not constitute notice): Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: George Sampas Audra Cohen Email : sampasg@sullcrom.com cohena@sullcrom.com or to such other Person or address as company shall designate in writing. All such notices, requests, demands, waivers and communications shall be deemed effective upon (i) actual receipt thereof by the addressee, (ii) actual delivery thereof to the appropriate address or (iii) in the case of an email transmission, confirmation of receipt by the recipient. Section 8.3 GOVERNING LAW. This Agreement and any disputes arising hereunder or in connection herewith shall be govemed by and construed in accordance with the Laws of the State of New York, without giving effect to any conflicts of laws principles that would otherwise require the application of the Law of any otherjurisdiction. Section 8.4 DISPUTE RESOLUTION; WAIVER OF JURY TRIAL. (a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or constitution (collectively, "Agreement Disputes"), each Party shall designate an officer with appropriate decision-making authority (the"Designated Officers")to negotiate in good faith for a reasonable period of time to settle such Agreement Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed ten (10) days from the time the Parties began such negotiations. If the Designated Officers are unable to resolve such dispute within such ten (1O)-day negotiation period, then either Party may pursue its rights and remedies at law or in equity in accordance with the terms of this Agreement. 13 (b) EACH PARTY CONSENTS TO PERSONAL JURISDICTION IN ANY ACTION BROUGHT IN ANY COURT, FEDERAL OR STATE, WITHIN THE BOROUGH OF MANHATTAN HAVING SUBJECT MATTER JURISDICTION ARISING I.INDER THIS AGREEMENT, AND EACH OF THE PARTIES AGREES THAT ANY ACTION TNSTITUTED BY EITHER OF THEM AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT WILL BE INSTITUTED EXCLUSNELY IN A COURT WITHIN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES IRREVOCABLY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MATNTENANCE OF ANY SUCH ACTION. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND TINCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES TFIAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY LINDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiD EACH PARTY MAKES THIS WATVER VOLUNTARILY, AND (iV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECtiON 8.4. Section 8.5 CAPTIONS. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. Section 8.6 WAMRS. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner. No waiver of or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change -in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Section 8.7 BINDING NATURE; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, by operation of law or otherwise, by any of the Parties without prior written consent of the other Party; provided, that Dominion and Company may, without prior written consent of the other Party, assign all of such Party's rights and obligations under this Agreement in whole (and not in part) to a wholly owned Subsidiary of Dominion or Enbridge, respectively. Nothing contained herein, express or implied, is intended to confer on any Person other than the Parties or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Any assignment in contravention of this Agreement shall be null and void and without legal effect on the rights and obligations of the Parties hereunder. Section 8.8 ENTIRE AGREEMENT. This Agreement, the Joinder and the Schedules attached hereto constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations ard dir.rssions, whether oral or written, of the Parties pertaining to the subject matter hereof. In the event of any conflict between this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall prevail. Section 8.9 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all othei conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereunder is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in order that the transactions hereunder be consummated as originally contemplated to the greatest extent possible. Section 8.10 AMENDMENT. This Agreement may be amended or modified only by an agreement in writing signed by Dominion and Company and expressly identified as an amendment or modification; provided, however, that any Schedule to this Agreement, or portion thereof, may be amended or modified by attaching a revised Schedule or other written description of the changes to such Schedule, signed by Dominion and Company. Notwithstanding the foregoing, nothing-in this Agreement shall be construed as obligating either Party to amend or modify this Agreemlnt, or any Schedules hereto, unless mutually agreed in writing by Dominion and Company. Section 8.11 NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement shall entitle any Person other than Company and Dominion to any claim, cause of action, remedy or right of any kind. Section 8.12 REFERENCES. Unless otherwise required by the context in which any term appears: (a) The singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the feminine and neutral genders and vice versa. (b) References to "Articles," 'oSections," "schedules" or "subsections" shall be to articles, sections, schedules or subsections of or to this Agreement unless stated otherwise, and references to "paragraphs" or'oclauses" shall be to separate paragraphs or clauses ofthe section or subsection in which the reference occurs. (c) The words "herein," "hereof," "hereto" and "hereunder,, shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; and the words ooinclude," "includes" or "including" shall mean "including, without limitation.,, (d) The word "or'o will have the inclusive meaning represented by the phrase "andlor;" and "shall" and "will" mean "must," and shall have equal foice and effect and express an obligation. t5 (e) o'Writing," "written" and comparable terms refer to printing, typing and other means of reproducing in a visible form. (0 The term "day" shall mean a calendar day, commencing at 12:00 a.m. (local time in New York, New York). The term "month" shall mean a calendar month; provided that when a period measured in months commences on a date other than the first day of a month, the period shall run from the date on which it starts to the corresponding date in the next month and, as appropriate, to succeeding months thereafter. Whenever an event is to be performed or a puy..nt is to be made by a particular date and the date in question falls on a day which is not a -Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, howevel that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day. Time is of the essence in this Agreement. (g) All references to a particular entity shall include such entity's permitted successors and permitted assigns unless otherwise specifically provided herein. (h) All references herein to any Law or to any Contract shall be to such Law, Contract as amended, supplemented or modified from time to time unless otherwise specifically provided herein. (i) All references herein to Company shall include references to each of the Sale Entities. All references to a Party shall mean Dominion, on the one hand, and a Company, on the other hand. 0) All monetary amounts contained in this Agreement referto curency ofthe United States. Section 8.13 CONSTRUCTION. Each of Dominion and Company has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is the result of arm's-length negotiations from equal bargaining positions. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision thereof. Section 8.14 LIMITATION ON DAMAGES. NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ITS OWN PLINITIVE DAMAGES, OR ITS OWN CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN CONSEQUENTIAL, SPECIAL OR PLINITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES), AND EACH PARTY EXPRESSLY WAIVES FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, ANY AND ALL CLAIMS IT MAY HAVE AGAINST THE OTHER PARTY FOR ITS OWN SUCH DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES). Section 8.15 RELATIONSHIP OF THE PARTIES. While providing the Services, the providing Party is acting as and shall be considered an independent contractor and no employee, contractor or agent of such Party shall represent itself to third Persons to be other than an independent contractor of the Party receiving Services, nor shall the Party providing Services offer or agree to incur or assume any obligations or commitments in the name of or for the party receiving Services without the prior consent and authorization of the Party receiving Servicei. Nothing contained in this Agreement shall be deemed to constitute a single employer, joint employer, co-employer, agency, partnership, joint venture or similar relationship between either Party or any of such Party's Affiliates, on the one hand, and the other Party or any of the other Party's Affiliates, on the other hand. Neither Party shall have any right, power or authority to exercise substantial, direct and immediate control over the essential terms and conditions of employment of the other Party's employees in connection with the performance of Services hereunder. Section 8.16 NO FIDUCIARY DUTY. It is expressly understood and agreed that this Agreement is a purely commercial transaction between the Parties and that nothing stated herein shall operate to create any fiduciary duty which aParty shall owe to the other Party. Section 8.17 SEYERAL OBLIGATIONS. Notwithstanding anything in this Agreement or the Joinder to the contrary, the obligations and liabilities of Company under, or in respect of, this Agreement or the Joinder are several, and not joint and several, and Company shall hau. no obligation or liability under, or with respect to, this Agreement or any other Joinder to this Agreement on account of any other Person, including any other Person that has entered into any other Joinder to this Agreement or similar agreement. ISTGNATURE PAGES FOLLOWI IN WITNESS WHEREOF, this Agreement has been signed by the undersigned as of the Effective Date. DOMINION: DOMTNION ENERGY,INC. By: Name: Title: SCHEDULE 1.1(a) DOMINION SERVICES AND DOMINION SERYICES TERMS The following is a preliminary list of potential categories of Dominion Services that Dominion may provide to the Sale Entities pursuant to the Transition Services Agreement. Prior to the Closing Date, Buyer and Dominion shall work together in good faith to mutually agree on the list of specific Dominion Services that Dominion may provide to the Sale Entities pursuant to the Transition Services Agreement, and that list will replace the list below as Schedule 1.1(a) to the Transition Services Agreement. For the avoidance of doubt, Dominion and Buyer agree that this list has been prepared for illustrative pulposes only and is not representative of the final schedule of services to be provided under the Transition Services Agreement and that Buyer may request additional categories of Dominion Services, but this list establishes a framework of functional areas to be reviewed and discussed between the Effective Date and Closing Date. The inclusion of any category below does not mean that any Dominion Services for such category will be included in the final version of Schedule 1.1(a). Accounting & Audit Human Resource, Labour Relations & Executive Support Control Center Operations 4. Cooperation With Respect to Legal Matters Tax (including, but not limited to, property, indirect and income) Information Technology, Electronic Transmission and Computer Services Supply Chain 8. Rates, Regulatory & Compliance 9. Customer Service (Customer Care) 10. Enterprise Risk Management 11. Safety, Operations, Engineering & Integrity 12. Capital Projects 13. Business Development & Commercial Services 14. External Affairs & Corporate Communication 15. Real Estate & Lands t. 2. 3. 5- 6. 7. Schedule 1.1(a) 16. Treasury & Finance 17. Environmental & Environmental Compliance 18. Energy Marketing 19. Corporate Planning Schedule 1.1(a) To be attached. SCHEDULE l.lft) Schedule l.l(b) 1. SCHEDULE 2.1 COMPENSATION FOR DOMINION SERVICES From the Effective Date until the date that is twelve (12) months following the Last Effective Date, Company shall pay to Dominion: a. Reimbursement for the cost of Dominion or its Affrliate performing the Dominion Services; ppyj,idgd, however, if Dominion or its Affiliate is required pursuant to any applicable Law or rule of a regulatory body having jurisdiction to charge a price for Dominion Services other than cost, it will do so in compliance with such Law or rule after notice to Company. The rules for determining and allocating the cost of the Dominion Services provided hereunder shall be modeled after those set forth in the "DES Cost Allocation Manual 2020" as in effect as of the date of execution of the Purchase Agreement. b. Reimbursement for all documented and out-of-pocket third-party costs actually and reasonably incurred on or following the Effective Date in connection with the provision of the Dominion Services, including, for the avoidance of doubt, the cost -of purchasing materials, equipment, supplies or other services, and transportation and related costs, in connection with the performance of the Dominion Services (in each case, without duplication of any cost included in Section 1(a) of this Schedule 2. D. For the avoidance of doubt, it is understood and agreed that (i) any and all third-party license, consent, or similar fees, costs and expenses incurred by Dominion or its Affiliates on or following the Effective Date in connection with or in order to provide the Dominion Services (and whether or not the applicable Service Term is thereafter terminated early; plqvidgd that Dominion shall use commercially reasonable efforts to minimize any such costs and expenses in the event the Service Term is terminated early), and (ii) any and all new costs and expenses incurred by Dominion or its Affiliates on or following the Effective Date in order to comply with any Department of Homeland Security Transportation Security Administration (TSA) Security Directives or any other applicable Law or ruling by a Governmental Authority now or hereafter in effect in connection with the performance of the Dominion Services (including any associated hardware or equipment costs incurred for any segmented network, if applicable), are relmtursable costs and expenses under this Agreement (in each case without duplication of any cost included in Section l(a) of this Schedule 2.1). From the date that is twelve (12) months after the Last Effective Date through the date that is twenty-fow (24) months after the Last Effective Date, Company shall pay to Dominion the amounts required by Section I of this Schedule 2.1 plus an additional ten percent (10%) administrative fee thereof. From the date that is twenty-four (24) months after the Last Effective Date through the remainder of the term ofthis Agreement (plus any extensions thereof), Company shall pay to Dominion the amounts required by Section 1 of this Schedule 2.1 plus an additional twenty percent (20%) administrative fee thereof. 2. 1J. Schedule 2.1 4. Section 8.17 of the Agreement is hereby incorporated into this Schedule 2.1 by reference, mutatis mutandis. Schedule 2.1 SCHEDULE 2.2 COMPENSATION FOR COMPANY SERYICES 1. From the Effective Date until the date that is twelve (12) months following the Last Effective Date, Dominion shall pay to Company: a. Reimbursement for the cost of Company or its Affiliate performing the Company Services; provided, however, if Company or its Affiliate is required pursuant to any applicable Law or rule of a regulatory body having jurisdiction to charge a price for Company Services other than cost, it will do so in compliance with such Law or rule after notice to Dominion. The rules for determining and allocating the cost of the Company Services provided hereunder shall be the same as if such Company Services were Dominion Services determined and allocated pursuant to Schedule 2.1 unless mutually agreed. b. Reimbursement for all documented and out-of-pocket third-party costs actually and reasonably incurred on or following the Effective Date in connection with the provision of the Company Services, including, for the avoidance of doubt , the cost of purchasing materials, equipment, supplies or other services, and transportation and related costs, in connection with the performance of the Company Services (in each case, without duplication of any cost included in Section l(a) of this Schedule 2.2\. For the avoidance of doubt, it is understood and agreed that (i) any and all third-party license, consent, or similar fees, costs and expenses incurred by Company or its Affiliates on or following the Effective Date in connection with or in order to provide the Company Services (and whether or not the applicable Service Term is thereafter terminated early; rylglg! that Company shall use commercially reasonable efforts to minimize any such costs and expenses in the event the Service Term is terminated early), and (ii) any and all new costs and expenses incurred by Company or its Affiliates on or following the Effective Date in order to comply with any Department of Homeland Security Transportation Security Administration (TSA) Security Directives or any other applicable Law or ruling by a Governmental Authority now or hereafter in effect in connection with the performance of the Company Services (including any associated hardware or equipment costs incurred for any segmented network, if applicable), are reimbursable costs and expenses under this Agreement (in each case without duplication of any cost included in Section l(a) of this Schedule 2.2). From the date that is twelve (12) months after the Last Effective Date through the date that is twenty-four (24) months after the Last Effective Date, Dominion shall pay to Company the amounts required by Section 1 of this Schedule 2.2 plus an additional 10 percent (10%) administrative fee thereof. From the date that is twenty-four (24) months afterthe Last Effective Date through the remainder of the term of this Agreement (plus any extensions thereof), Dominion shall pay 2. J. Schedule 2.2 to Company the amounts required by Section 1 of this Schedule 2.2 plus an additional twenty percent (20%) administrative fee thereof. Schedule 2.2 Exhibit A Form ofJoinder THIS JOINDER AGREEMENT (this"foinder"), dated [o] (the *loining Date"), to that certain Master Transition Services Agreement, dated as of Io] (the"Agreement"), is being entered into by [o], a Io] [o] (the "New Parg") and Dominion Energy, Inc.o a Virginia corporation ("Dominion"). Capitalized terms used herein but not otherwise defined in this Joinder shall have the meanings ascribed to such terms in the Agreement. WHEREAS, the New Party wishes to join the Agreement in order to provide and receive Services from and to Dominion, respectively, in accordance with the Agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Party and Dominion hereby agree as follows: 1. Effective as of the Joining Date, the New Party hereby agrees to be bound by the terms and conditions of the Agreement and is hereby entitled to all rights thereunder; 2. New Party shall be "Company" under the Agreement for all purposes of the Agreement; 3. Dominion shall provide to New Party the Dominion Services set forth on Annex A attached hereto for the period commencing on the Joining Date through the end of the Service Term (or such shorter term as set forth in Annex A, if applicable); 4. New Party shall provide to Dominion the Company Services set forth on Annex B attached hereto for the period commencing on the Joining Date through the end of the Service Term (or such shorter term as set forth in Annex B, if applicable); and 5. Article VII of the Agreement is hereby incorporated into this Joinder by reference, mutatis mutandis. lSi gnature P age Follow sl Schedule 2.2 IN WITNESS WHEREOF, this Joinder has been signed by the undersigned as of the Joining Date. NEW PARTY: [.]3 By: Name: Title: Acknowledged and agreed to by: EMINION: DOMINION ENERGY, INC. By: Name: Title: 3 Note to Draft: New Party to be Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC, respectively. Annex A Dominion Services & Dominion Services Terms lTo come.l company services :Hil"ry Services Terms lTo come.) Exhibit C rllustrative Calculation of Preliminary Post-Closing payment Amount (Attached) Label Exhibit C ILLUSTRATIVE CALCULATION OF PRELIMINARY POST-CLOSING PAYMENT AMOUNT Assuming lllustreilive Closing Date of June 15, 2024 All inputs for illustrative purposes only Total Base Purchase Price $2,950,000,000 Workin ustment A B C D: B.C E F G: E-F H I: G-H J K L: J-K M N O:N-M P a R: P-Q s: D+l+L+o+R T: A+S Working Capital Target Working Capital +/-) Working Capital Adjustment Amount Cash t Amount Total Cash (Before deducting Restricted Cash) (-) Restricted Cash Cash Target Cash (+/-) Cash (excluding Restricted Cash) Adjustment Amount iustment Amoun Aggregate Capital Expenditures O Budgeted Aggregate Capital Expenditures Expenditure Adjustment Amount Indebtedness Adi ustment Amount Indebtedness ofthe Sale Entities Target Indebtedness -) Indebtedness Net New latory Assets / Lia Amount New Regulatory Assets New Regulatory Liabilities */-) Net New ustment Amount Preliminary Post-Closing Payment Amount Purchase Price $[68,000,000] 74,000,000 ($6,ooo,oo0) $[7,ooo,ooo] $[2,000,000] $5,000,000 $5,000,000 $[695,000,000] 675,700,000 $19,300,000 $[l,368,000,000] 1,358,000,000 $[20,000,000] $[15,000,000] $13,300,000 Exhibit D Form of Buyer Parent Guaranty (Attached) Execution Version CONFIDENTIAL Exhibit D Form of Buyer Parent Guaranty GUARANTY THIS GUARANTY (this "Guaranty") dated and effective as of September 5,2023 (the "Eflfedivg !ate"), is issued and delivered by Enbridge Inc., a Canadian corporation (the "Guarantor"), to and in favor of Dominion Energy, Inc., a Virginia corporation (the "Beneficiary"). Background Statement In connection with the Purchase and Sale Agreement, dated as of the Effective Date, between the Beneficairy and Enbridge Quail Holdings, LLC, a Delaware limited liability company (the "Obligor") (which is an indirect, wholly owned subsidiary of the Guarantor) (as such Purchase and Sale Agreement may be amended or otherwise modified from time to time after the Effective Date in accordance with its terms, the "PSA"), the Guarantor is delivering this Guaranty to the Beneficiary. NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and suffrciency of is hereby acknowledged, the Guarantor and the Beneficiary hereby agree as follows: 1. Guaranteed Obligations Subject, to Section 10 hereof, the Guarantor absolutely, irrevocably and unconditionally guarantees to the Beneficiary (a) the full, complete and timely payment when due of all obligations (including, without limitation, damages, if any, arising from breaches or a failure to perform) of the Obligor owed to the Beneficiary, whether now in existence or hereafter arising, under the PSA (including, for the avoidance of doubt, the payment of the "Purchase Price" pursuant to Section 2.1 of the PSA and, if applicable, the payment of the "Termination Fee" pursuant to Section 9.2 of the PSA), and (b) the performance of all of the Obligor's obligations under the PSA, subject to any applicable cure period or other reserved defenses referenced in Section 13 below, but excluding indemnification obligations of the Obligor under Section 10.1(b)(iiD of the PSA (collectively, the "Guaranteed Obligations"). The Guarantor agrees to reimburse the Beneficiary for all costs, charges and expenses (including attorneys' fees and expenses) reasonably incurred by the Beneficiary in enforcing its rights under this Guaranty (the "Enforcement Costs"). 2. Nature of Guaranty The liability of the Guarantor for the Guaranteed Obligations shall be absolute, irrevocable, and unconditional irrespective of any change in the name, the ownership, the capital, or the formation or governance documents of the Obligor or any amalgamation, sale, merger or re-organization of the Obligor. This Guaranty is a guarantee of payment and performance of the Guaranteed Obligations, and not of collection. 3. Liability as Primary Obligor This Guaranty shall apply in respect of all Guaranteed Obligations despite: (a) any incapacity, disability, or lack or limitation of status, authorization or power of the Obligor or any of its directors, officers or agents; (b) the Obligor not being a legal entity; and (c) the bankruptcy, insolvency, dissolution or liquidation of the Obligor. Any Guaranteed Obligations which may not be recoverable from the Guarantor as guarantor shall be recoverable from the Guarantor as principal debtor and obligor upon demand as provided in this Guaranty. 4, Continuing Guaranty This is a continuing guarantee and shall apply to and secure payment or performance when due of all Guaranteed Obligations. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or shall be reinstated (as the case may be) in respect of a particular Guaranteed Obligation if at any time (before or after termination of this Guaranty) any payment by the Obligor in connection with such Guaranteed Obligation is rescinded or must otherwise be restored or retumed by the Beneficiary upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Obligor or the Guarantor, all as though such payment had not been made. 5. Term This Guaranty and the rights and obligations hereunder shall terminate and be of no further force and effect (and no party hereto shall have any further liability hereunder) on the earliest of: (a) such time as all of the Guaranteed Obligations have been fully performed (provided, however, that for purposes of this Guaranty the discharge or modification of the Guaranteed Obligations in a bankruptcy or insolvency proceeding shall not constitute performance thereof), (b) the date that is sixty (60) days after the termination of the PSA in accordance with its terms, and (iii) 5:00 p.m. (Mountain Time) on the second (2'd) anniversary of the "Closing Date" (as such term is defined in the PSA); ploviidgd, further, however, that, in each case, that if a claim or demand has been made in writing by the Beneficiary against the Obligor (with written notice to the Guarantor) or the Guarantor alleging in good faith that any of the Guaranteed Obligations are due and owing, then this Guaranty shall remain in full force and effect with respect to such claim or demand until it is finally (a) judicially resolved or (b) the Obligor or the Guarantor fully performs the Guaranteed Obligation associated with such claim or demand. Notwithstanding the foregoing in this Section 5, no such termination referenced in the foregoing sentence shall prevent reinstatement of any Guaranteed Obligation in accordance with Section 4 above. 6. Right to Payment The Guarantor's liability under this Guaranty will not be affected by the existence, validity, enforceability, perfection or extent of any collateral or security for the Guaranteed Obligations. The Beneficiary shall not be obligated to file any claim relating to the Guaranteed Obligations if the Obligor becomes subject to a bankruptcy, reorganization or similar proceeding and the failure of the Beneficiary to do so shall not affect the Guarantor's obligations under this Guaranty. The Beneficiary shall not be bound to file suit or seek or exhaust its remedies or recourse against the Obligor or any other person or entity, or to realize on any security it may hold in respect of the Guaranteed Obligations, before being entitled to payment from the Guarantor under this Guaranty. 7. Dealings by the Beneficiary The Beneficiary may, without giving Notice (as defined below) to, or obtaining the consent of, the Guarantor, enter into agreements and transactions with the Obligor, amend or modify the PSA, amend, extend, expand, terminate, release, waive, settle or compromise any of the Guaranteed Obligations, grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, whether full, partial, conditional or otherwise, perfect or fail to perfect any securities, release any undertaking, property or assets charged by any securities to third parties and otherwise deal or fail to deal with the Obligor and others (including, without limitation, any other guarantors) and securities, hold moneys received from the Obligor and others or from any securities unappropriated, apply Page 2 of 9 slrch moneys against part of the Guaranteed Obligations and change any such application in whole or in part from time to time, all as the Beneficiary may see fit, without prejudice to or in any way affecting the enforceability or effectiveness of this Guaranty in accordance with its terms, or discharging or diminishing the liability of the Guarantor hereunder, or the rights, remedies, powers and privileges of the Beneficiary under this GuarantY. 8. Payment or Performance If the Obligor fails to pay or perform any Guaranteed Obligation when due, the Guarantor will, subject to any reserved defenses referenced in Section l3 below, pay (directly to the Beneficiary) or perform such Guaranteed Obligation, in Obligor's stead, promptly upon the demand by the Beneficiary in accordance with this Guaranty. The Guarantor shall, subject to any reserved defenses referenced in Section 13 below, perform or pay such Guaranteed Obligation immediately upon written demand delivered by the Beneficiary to the Guarantor in accordance with Section 16 below. The Guarantor shall make any payments with respect to a Guaranteed Obligation in U.S' Dollars. 9. Waivers The Guarantor waives notice of acceptance of this Guaranty and waives diligence, presentment, protest, notice of protest, acceleration or dishonor and all demands whatsoever other than the demand described in Section 8 above. Any failure of the Beneficiary to exercise, and any delay by the Beneficiary (other than a delay that gives rise to a defense under an applicable statute of limitation) in exercising, any right, remedy or power under this Guaranty shall not operate as a waiver of such right, remedy or power. Any single or partial exercise by the Beneficiary of any right, remedy or power under this Guaranty shall not preclude any other or future exercise of any right, remedy or power. 10. Maximum LiabilitY Notwithstanding any other provision of this Guaranty, the Guarantor's aggregate liability under this Guaranty shall not exceed an amount equal to 52,950,000,000, plus the Enforcement Costs. For the avoidance of doubt, except to the extent that the PSA expressly provides that the Obligor shall have liability for damages other than direct, actual damages, TIIE LIABILITY OF'THE GUARANTOR UNDER THIS GUARANTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES AND THE GUARANTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTIAL, PUNITTVE, EXEMPLARY, SPECULATTVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO DIMINUTION IN VALUE, LOST BUSINESS, LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF USE OR BUSINESS REPUTATION OR OPPORTUNITY, LOSS OF DATA, FAILURE TO REALIZE SAVINGS OR BENEFITS, OR ANY DAMAGES BASED ON OR MEASURED BY ANY TYPE OF MULTIPLE). 11. Subrogation Rights Until the Guaranteed Obligations have been fully paid, performed and otherwise discharged, the Guarantor (a) shall not have any right to be subrogated to any rights of the Obligor or the Beneficiary, and (b) hereby waives and agrees not to exercise any rights to enforce by way of subrogation any remedy which the Beneficiary have against the Obligor. Upon the Guarantor having fully and unconditionally paid, performed and otherwise discharged its obligations under this Guaranty, the Guarantor shall be subrogated to the rights of the Beneficiary against the Obligor. Any amount paid to the Guarantor on account of any purported subrogation rights after the date on which the Obligor first fails to meet or satisfy any Guaranteed Obligation and prior to the date on which all Guaranteed Obligations have been Page 3 of9 paid or satisfied in full shall be held in trust for the benefit of the Beneficiary, segregated from other funds of the Guarartor, and shall immediately upon written request be paid to the Beneficiary. 12. Taxes All amounts payable by the Guarantor under this Guaranty shall be paid without any deduction or withholding whatsoever for amounts payable to third parties, whether for duties, levies or taxes imposed, levied or assessed by any authority or any other matter whatsoever, unless and to the extent that the Guarantor shall be prohibited by law from doing so, in which event the Guarantor shall (i) forthwith pay to the Beneficiary an additional amount so that the amount received by the Beneficiary will equal the full amount of the Guaranteed Obligations due, and (ii) pay to the relevant governmental authorities the full amount of the deduction or withholding (including any deduction or withholding on any additional amounts payable pursuant to this sentence). 13. Reservation of Defenses The Guarantor hereby waives all suretyship defenses of every kind and all payments required hereunder shall be made in accordance with the terms hereof, provided that the Guarantor shall have the benefit of and the right to assert any defenses against the claims of the Beneficiary which are available to the Obligor under the PSA, other than defenses (a) arising from the bankruptcy, dissolution, liquidation or insolvency, of the Obligor, (b) expressly waived in Sections 9 and 1l of this Guaranty, (c) arising from the lack of due authorization, execution or delivery by the Obligor of the PSA, and (d) arising from any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-perfection of any collateral, for any Guaranteed Obligation. 14. RepresentationsandWarranties The Guarantor hereby represents and warrants to the Beneficiary that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the execution, delivery and performance of this Guaranty are within the Guarantor's powers, have been duly authorized by all necessary action, and do not violate the Guarantor's formation or organizational documents or any law, order or contractual restriction binding on the Guarantor; (c) any governmental and other consents required with respect to the execution, delivery and performance of this Guaranty by the Guarantor have been obtained and are in full force and effect and all conditions ofany such consents have been complied with; (d) this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforcea6le against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium and other laws affecting enforcement of creditors' rights in general and general principles of equity); and (e) it indirectly owns l00o/o of the equity interests in the Obligor and it expects to derive advantage from the transactions contemplated in the PSA. 15. Additional Security This Guaranty is in addition and without prejudice to any security of any kind (including, without limitation, any other guaranties, whether or not in the same form) held by the Beneficiary. 16, Notices All notices and other communications (in each case, a "No!ige") required or permitted to be given by any provision of this Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized ovemight delivery service or (d) when delivered by email (in each case in this Page 4 of9 clause (d), so long as the sender of such email does not receive any automatic reply from the recipient's email server indicating that the recipient did not receive such email), addressed as follows, or to such other addresses or email addresses as may be specified by a party to this Guaranty from time to time by like notice to the other pary to this Guaranty: If to the Guarantor: Enbridge Inc. 200,425 - lst Street S.W. Calgary, Alberta, T2P 3L8, Canada Attn: Chief Legal Officer Email : legalnotices@enbridge.com with a copy (which shall not constitute Notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: George Sampas Email: sampasg@sullcrom.com Attn: Audra Cohen Email: cohena@sullcrom.com If to the Beneficiary: Dominion Energy, Inc. 120 Tredegar Street Richmond, Virginia 23219 Attn: Carlos M. Brown, Senior Vice President, Chief Legal Officer, and General Counsel Email: carlos.m.brown@dominionenergy.com Attn: Noopur N. Garg, Assistant General Counsel - Securities, M&A and Corporate Finance Email: noopur.n.garg@dominionenergy.com with a copy (which shall not constitute Notice) to: McGuireWoods LLP Gateway Plaza 800 E. Canal Street Richmond, Virginia 23219 Attn: JoanneKatsantonis Email : j katsantonis@mcguirewoods.com Attn: Emilie J. McNally Email : emcnally@mcguirewoods.com Attn: Daniel E. Howell Email : dhowell@mcguirewoods.com Page 5 of9 17. Consideration; Assignment; NoThird-PartyBeneficiaries The Guarantor acknowledges that the delivery of this Guaranty is a material inducement for Beneficiary's entry into the PSA with the Obligor and that the Guarantor will directly or indirectly benefit from such entry by the Obligor and the Beneficiary. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign (by contract, stock sale, operation of law or otherwise) either this Guaranty or any of its rights, interests, or obligations hereunder without the express prior written consent of the other party hereto, and any attempted assignment, without such consent, shall be null and void. This Guaranty is given by the Guarantor solely for the benefit of the Beneficiary, and is not to be relied upon by any other person or entity. 18. Amendments and Waivers This Guaranty may not be amended, supplemented or otherwise modified except in a written instrument which makes reference to this Guaranty and is executed by all of the parties hereto. No waiver by any of the parties hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach ofwarranty or covenant hereunder or affect in any way any rights arising by virtue ofany prior or subsequent such occurrence. No waiver by any ofthe parties hereto ofany ofthe provisions hereofshall be effective unless explicitly set forth in writing and executed by the party hereto sought to be charged with such waiver. 19. Entire Agreement This Guaranty constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any prior understandings, negotiations, agreements, or representations among the parties hereto of any nature, whether written or oral, to the extent they relate in any way to the subject matter hereof. 20. Severability If any provision of this Guaranty or the application of any such provision to any person, entity or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions ofthis Guaranty, or the application ofsuch provision to persons, entities or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modiff this Guaranty so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the terms and conditions contemplated hereby are fulfilled to the greatest extent possible. 21, Governing Law This Guaranty, and all claims or causes of action based upon, arising out of, or related to this Guaranty, shall be govemed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Page 6 of9 22. Consent to Jurisdiction; Waiver of Jury Trial Each parly hereto consents to personaljurisdiction in any action brought in any court, federal or state, within the Borough of Manhattan having subject matter jurisdiction arising under this Guaranty, and each ofthe parties hereto agrees that any action instituted by either ofthem against the other with respect to this Guaranty will be instituted exclusively in a court, federal or state, within the Borough of Manhattan. Each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of any such action. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTTNG FROM, ARISING OUT OF OR RELATING TO THIS GUARANTY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY LINDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (IID EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22. 23, Counterparts This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile transmission or .pdf copy via email shall be effective as delivery of a manually executed counterpart of this Guaranty, and shall, for all purposes, be deemed originals. [Remainder of this page intentionally left blank. Signature pages follows.J Page 7 of9 IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed as of the Effective Date. Enbridge Inc. By: Name: Title: Page 8 of9 Accepted and Agreed to by the Beneficiary as of the Effective Date: Dominion Energy, Inc. By: Name: Title: Page 9 of 9 Lucia Mason <lbmason@utah.gov> Fwd: Enbridge Holdings - Ownership Change Form 1 message Alan Humpherys <ahumpherys@utah.gov>Fri, Jun 28, 2024 at 8:10 AM To: Lucia Mason <lbmason@utah.gov> Cc: Jon Black <jlblack@utah.gov> Lucia, Can you please process this name change? This is a little bit of a unique scenario where they have a permit, and also have several oil and gas sources under a permit by rule. In addition, they are just changing the parent company, not the company itself. Let me know what questions you have. Site: 14788 Peer: Dungan Thanks, Alan 06-26-24_Enbridge Holdings_Ownership Change form… ---------- Forwarded message --------- From: Melissa Yazhe <myazhe@utah.gov> Date: Thu, Jun 27, 2024 at 5:26 PM Subject: Enbridge Holdings - Ownership Change Form To: Jon Black <jlblack@utah.gov>, Alan Humpherys <ahumpherys@utah.gov> Hello, This ownership change form was received from Enbridge Holdings. Thanks, Melissa. 06-26-24_Enbridge Holdings_Ownership Change form.pdf -- Alan Humpherys Manager | Minor NSR Section P: (385) 306-6520 F: (801) 536-4099 airquality.utah.gov Emails to and from this email address may be considered public records and thus subject to Utah GRAMA requirements. 7/1/24, 10:33 AM State of Utah Mail - Fwd: Enbridge Holdings - Ownership Change Form https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-f:1803114345601216779&simpl=msg-f:1803114345601216779 1/1