HEREIN AND IN THE ADDITIONAL AGREEMENTS, SELLER FURTHER EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ABSENCE OF HAZARDOUS
SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS
WITH RESPECT TO THE PURCHASED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND IN THE ADDITIONAL
AGREEMENTS, SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY
KIND REGARDING THE CONDITION OF THE PURCHASED ASSETS OR THE SUITABILITY OF THE
PURCHASED ASSETS FOR OPERATION AS A POWER PLANT OR AS A FUEL PROCESSING
FACILITY, AS APPLICABLE, AND NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR ANY
OTHER MATERIAL OR INFORMATION PROVIDED, OR COMMUNICATIONS MADE, BY SELLER OR ITS
REPRESENTATIVES, INCLUDING ANY BROKER OR INVESTMENT BANKER, SHALL CONSTITUTE OR
CREATE ANY SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE,
CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS.
SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE NAMES "CONEMAUGH STATION" AND "KEYSTONE STATION", INCLUDING ALL
REPRESENTATIONS AND WARRANTIES OF (1) TITLE; (2) LENGTH, NATURE, EXCLUSIVITY AND
CONTINUITY OF USE; (3) STRENGTH OR FAME; AND (4) NONINFRINGEMENT AND NONDILUTION
OF TRADEMARK, SERVICE MARK, TRADE NAME OR OTHER PROPRIETARY RIGHTS OF ANY THIRD
PARTY. BUYER HEREBY ACKNOWLEDGES THAT THE NAMES
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"CONEMAUGH STATION" AND "KEYSTONE STATION" EACH HAS A GEOGRAPHIC CONNOTATION
ASSOCIATED WITH THE LOCATION OF THE PURCHASED ASSETS.
10.8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given on the day when delivered personally or by
facsimile transmission (with confirmation), on the next Business Day when
delivered to a nationally recognized overnight courier or five (5) Business Days
after deposited as registered or certified U.S. mail (return receipt requested),
in each case, postage prepaid, addressed to the recipient Party at its address
set forth below (or at such other address or facsimile number for a Party as
shall be specified by like notice; provided, however, that any such notice of a
change of address or facsimile number shall be effective only upon receipt
thereof):
(a) If to Seller, to:
Atlantic City Electric Company
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
Attention: President
Facsimile: (302) 429-3367
with a copy (which shall not constitute notice) to:
Pepco Holdings, Inc.
Suite 1100, 10th Floor
701 Ninth Street, NW
Washington, D.C. 20068
Attention: Vice President, Legal Services
Facsimile: (202) 872-3281
and a copy (which shall not constitute notice) to:
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103
Attention: Ronald Fisher, Esquire
Facsimile: (215) 832-5479
(b) If to Buyer, to:
Duquesne Light Holdings, Inc.
411 Seventh Avenue
Pittsburgh, PA 15219
Attention: James E. Wilson, Vice President
Facsimile: 412-393-1070
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with a copy (which shall not constitute notice) to:
Duquesne Light Company
411 Seventh Avenue
Pittsburgh, PA 15219
Attention: Gary A. Jack, Assistant General Counsel
Facsimile: 412-393-1418
10.9. Assignment. This Agreement shall be binding upon and inure solely to the
benefit of the Parties and their respective successors and permitted assigns,
but neither this Agreement nor any