(A)
THE ALLEGHENY MARKS APPEAR ON SOME OF THE
ACQUIRED ASSETS, INCLUDING ON SIGNAGE AT THE WHEATLAND FACILITY, AND ON
SUPPLIES, MATERIALS, STATIONERY, BROCHURES, ADVERTISING MATERIALS, MANUALS AND
SIMILAR CONSUMABLE ITEMS.
THE BUYERS ACKNOWLEDGE AND AGREE THAT THEY DO NOT
HAVE AND, UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
WILL NOT HAVE, ANY RIGHT, TITLE, INTEREST, LICENSE OR OTHER RIGHT TO USE THE
ALLEGHENY MARKS.
(B)
THE BUYERS WILL (I) WITHIN 60 DAYS AFTER THE
CLOSING DATE, REMOVE THE ALLEGHENY MARKS FROM, OR COVER OR CONCEAL THE ALLEGHENY
MARKS ON, THE ACQUIRED ASSETS,
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INCLUDING SIGNAGE AT THE WHEATLAND FACILITY, AND PROVIDE WRITTEN VERIFICATION
THEREOF TO THE SELLER PARTIES PROMPTLY AFTER COMPLETING SUCH REMOVAL,
(II) WITHIN 14 DAYS AFTER THE CLOSING DATE, RETURN OR DESTROY (WITH PROOF OF
DESTRUCTION) ALL OTHER ACQUIRED ASSETS THAT CONTAIN ANY ALLEGHENY MARKS THAT ARE
NOT REMOVABLE, AND (III) WITHIN 30 DAYS AFTER THE CLOSING DATE, SUBMIT
NOTIFICATIONS OR AMENDMENTS WITH RESPECT TO ANY PERMITS OR ENVIRONMENTAL PERMITS
THAT USE ANY ALLEGHENY MARKS.
(C)
EACH BUYER AGREES NEVER TO CHALLENGE
ALLEGHENY ENERGY, INC.'S OR ITS AFFILIATES' OWNERSHIP OF THE ALLEGHENY MARKS OR
ANY APPLICATION FOR REGISTRATION THEREOF OR ANY REGISTRATION THEREOF OR ANY
RIGHTS OF THE SELLER PARTIES OR THEIR AFFILIATES THEREIN AS A RESULT, DIRECTLY
OR INDIRECTLY, OF ITS OWNERSHIP OF THE ACQUIRED ASSETS.
(D)
THE BUYERS WILL NOT WILL CONDUCT ANY
BUSINESS OR OFFER ANY GOODS OR SERVICES UNDER ANY ALLEGHENY MARKS, EXCEPT AS
EXPRESSLY PERMITTED DURING THE TRANSACTION PERIOD PURSUANT TO SECTION 7.13(B) OR
AS PERMITTED PURSUANT TO ALLEGHENY ENERGY, INC.'S WRITTEN CONSENT.
(E)
NO BUYER WILL SEND, OR CAUSE TO BE SENT,
ANY CORRESPONDENCE OR OTHER MATERIALS TO ANY PERSON ON ANY STATIONERY THAT
CONTAINS ANY ALLEGHENY MARKS OR OTHERWISE OPERATE WHEATLAND FACILITY IN ANY
MANNER THAT WOULD OR MIGHT REASONABLY BE EXPECTED TO CONFUSE ANY PERSON INTO
BELIEVING THAT SUCH BUYER HAS ANY RIGHT, TITLE, INTEREST OR LICENSE TO USE ANY
ALLEGHENY MARKS.
7.14.
Insurance.
The Buyers acknowledge that, after the
Closing, the Acquired Assets shall not be covered by any insurance policy in
respect of fire, liability, worker's compensation or otherwise maintained by the
Seller Parties or any of their Affiliates.
Accordingly, the parties agree that
the Buyers shall be responsible for procuring insurance in respect of the
Acquired Assets after the Closing Date.
7.15.
No Solicitation.
From the date hereof through the
Closing, none of the Seller Parties, their Affiliates nor the Sellers'
Representatives (including, without limitation, investment bankers, attorneys
and accountants) shall, directly or indirectly, enter into, solicit, initiate or
continue any discussions or negotiations with, or encourage or respond to any
inquiries or proposals by, or participate in any negotiations with, or provide
any information to, or otherwise cooperate in any other way with, any Person or
group, concerning any sale of all or a portion of the Acquired Assets, the
Sellers or any equity interest therein, or any merger, consolidation,
liquidation, dissolution or similar transaction involving the Sellers (each such
transaction being