CONSIDERED UNFAIR
COMPETITION OR AN INFRINGEMENT OR OTHER VIOLATION OF THE RIGHTS OF SELLER OR ITS
AFFILIATES IN THE SELLER MARKS; (IV) PURCHASER AND ITS AFFILIATES (INCLUDING THE
COMPANY AFTER THE CLOSING DATE) SHALL NOT CO-BRAND ANY OF THEIR GOODS OR
SERVICES (OR COMMUNICATIONS DESCRIBING SUCH GOODS OR SERVICES) USING ANY OF THE
SELLER MARKS; AND (V) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
ARTICLE XI, AND IRRESPECTIVE OF SUCH ARTICLE XI, PURCHASER SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS SELLER FROM, AGAINST, AND IN RESPECT OF, ANY AND ALL
DAMAGES INCURRED OR SUFFERED BY SELLER ARISING OUT OF OR RELATING TO ANY USE OF
ANY OF THE SELLER MARKS BY PURCHASER OR ANY OF ITS AFFILIATES (INCLUDING THE
COMPANY AFTER THE CLOSING DATE).
7.25
SETTLEMENT AGREEMENT.
THE COMPANY IS A PARTY TO A CERTAIN SETTLEMENT
AGREEMENT DATED AS OF AUGUST 31, 2001, BY AND AMONG ORANGE AND ROCKLAND
UTILITIES INC. ("O&R"), MIRANT BOWLINE, LLC ("BOWLINE"), MIRANT LOVETT, LLC
("LOVETT"), HUDSON VALLEY GAS CORPORATION ("HUDSON VALLEY") AND THE COMPANY (THE
"O&R SETTLEMENT AGREEMENT").
ON OR BEFORE THE CLOSING DATE, UNLESS O&R HAS
RELEASED COMPANY FROM LIABILITY UNDER THE O&R SETTLEMENT AGREEMENT, EACH OF THE
COMPANY, BOWLINE, AND LOVETT SHALL ENTER INTO A CROSS INDEMNITY AGREEMENT (THE
"CROSS INDEMNITY AGREEMENT") SUBSTANTIALLY IN THE FORM ATTACHED AS SCHEDULE 7.25
HERETO, AND THE SAME SHALL HAVE BEEN FINALLY APPROVED BY THE BANKRUPTCY COURT
WITH RESPECT TO EACH PROCEEDING APPLICABLE TO EACH OF THE PARTIES THERETO.
7.26
REGISTRATION OF COMPANY WITH NYISO.
PURCHASER IS RESPONSIBLE FOR
REGISTERING PRIOR TO CLOSING THE COMPANY OR PURCHASER AS REPRESENTATIVE OF THE
COMPANY AS A MARKET PARTICIPANT WITH THE NEW YORK INDEPENDENT SYSTEM OPERATORS
("NYISO").
SELLER WILL COOPERATE WITH PURCHASER AND THE COMPANY IN EFFECTING
SUCH REGISTRATION.
7.27
GAS TRANSPORTATION AND BALANCING SERVICES AGREEMENT.
THE COMPANY IS A
PARTY TO A CERTAIN GAS TRANSPORTATION AND BALANCING SERVICES AGREEMENT DATED
DECEMBER 9, 2002 BY AND AMONG O&R, BOWLINE, LOVETT, COMPANY, CONSOLIDATED EDISON
COMPANY OF NEW YORK, INC. ("CONED"), AND MET, AS TRANSFEREE OF MIRANT ENERGY
MARKETING, (THE "GAS TRANSPORTATION AGREEMENT").
ON OR BEFORE THE CLOSING DATE,
SELLER SHALL CAUSE THE COMPANY TO ENTER INTO A WRITTEN AGREEMENT WITH THE OTHER
PARTIES TO THE GAS TRANSPORTATION AGREEMENT TERMINATING COMPANY AS A PARTY
THERETO EFFECTIVE UPON CLOSING.
SELLER SHALL COOPERATE WITH PURCHASER SO THAT,
ON OR BEFORE THE CLOSING DATE, PURCHASER MAY ENTER INTO A WRITTEN AGREEMENT
EFFECTIVE UPON CLOSING REPLACING THE OPERATIONAL SUPPLY ARRANGEMENTS AVAILABLE
TO COMPANY UNDER THE GAS TRANSPORTATION AGREEMENT SO AS TO ALLOW FOR THE FULL
AND COMPLETE OPERATION OF THE COMPANY AND ITS ASSETS POST-CLOSING CONSISTENT
WITH ITS OPERATIONS PRIOR TO CLOSING.
SELLER AND PURCHASER AGREE THAT SUCH
REPLACEMENT AGREEMENT WILL PROVIDE FOR, INTER ALIA, AT LEAST THE SAME LEVEL OF
GAS SUPPLY, CAPACITY AND TRANSPORTATION RIGHTS FOR COMPANY UNDER SUCH
REPLACEMENT AGREEMENT AS EXISTED UNDER THE GAS TRANSPORTATION AGREEMENT PRIOR TO
CLOSING, ALTHOUGH THE PRICE AND OTHER TERMS THEREIN MAY BE DIFFERENT.
SUCH
REPLACEMENT AGREEMENT SHALL BE EXECUTED BY THE COMPANY AND ANY OTHER PARTIES
THERETO