Assets of Energy Related Products and Services Business

Sale of assets of seller FirstEnergy Generation, LLC (“FG”) and non-seller affiliate Bay Shore Power Company (“BSPC”, and together with FG, the “Sellers”), including all of seller’s right, title and interest in, to and under the following assets:

• The Real Property;
• The Bay Shore Facilities;
• The Tangible Personal Property;
• All Contracts that are set forth on Schedule 2.01(d) together with the Easement Agreements (the “Assumed Contracts”);
• The Transmission and Interconnection Facilities;
• Except for the Excluded Assets described in Section 2.02(l) below, all rights of Sellers in and to any causes of action against a third party to the extent (but only to the extent) relating to any Purchased Asset, Bay Shore Retired Asset or Assumed Liability, whether received as a payment or credit against future Liabilities, including insurance proceeds, condemnation awards and cash payments under warranties to the extent such payments relate to Purchased Assets, Bay Shore Retired Assets or Assumed Liabilities (except to the extent insurance proceeds are for the benefit of Sellers pursuant to Section 5.03(c));
• The Intellectual Property used exclusively with respect to or in connection with the Generating Facility or the Business, including Intellectual Property set forth on Schedule 2.01(g);
• All original or, to the extent originals are not readily available, copies of all, Records; provided that (i) if any particular document or other item included in the Records contains information that is not primarily related to the Purchased Assets, the Bay Shore Retired Assets or the Business, Sellers may redact any such information, and (ii) if any particular document or item not transferred to Buyer hereunder contains information related to the Purchased Assets, the Bay Shore Retired Assets or the Business not otherwise included in the Records, Sellers shall provide a copy of such document or item to Buyer (which copy may be redacted to remove any information therein not related to the Purchased Assets, the Bay Shore Retired Assets or the Business);
• (A) All other assets and rights (excluding any Excluded Assets) of every kind and nature, real or personal, tangible or intangible, located at the Bay Shore Facilities and used or held by Sellers for use primarily in connection with its ownership, lease, use or operation of the Generating Facility or primarily in connection with the operation of the Business, and (B) all other assets and rights (excluding any Excluded Assets) of every kind and nature, real or personal, tangible or intangible, not located at the Bay Shore Facilities and used or held by Sellers for use exclusively in connection with its ownership, lease, use or operation of the Generating Facility or exclusively in connection with the operation of the Business;
• (i) All ERCs, (ii) all Emissions Allowances allocated by a Governmental Body to the benefit of the Generating Facility for operations or control periods during and after the calendar year in which the Closing Date occurs and (iii) all Emissions Allowances allocated by a Governmental Body to the benefit of the Bay Shore Retired Assets for periods on and after January 1, 2019;
• (i) All inventories of pet coke and limestone located at the Real Property on the Closing Date, determined in accordance with Sellers’ accounting system, as described on Schedule 2.01(k) (the “Inventory”) and (ii) any rights of Sellers, to the extent transferable, to the warranties received from suppliers with respect to such Inventory, except for the Excluded Assets described in Section 2.02(l) below; 
• All Claims of either Seller against third parties relating to the Purchased Assets, the Bay Shore Retired Assets or the Business to the extent based on facts or events arising= on or after the Closing Date, whether choate or inchoate, known or unknown, contingent or noncontingent;
• All Permits relating to the Purchased Assets, the Bay Shore Retired Assets or the Business, to the extent legally transferable, including transferability with the consent of a Governmental Body;
• All unexpired warranties, indemnities, and guarantees made or given by manufacturers, contractors, architects, engineers, consultants, vendors, suppliers and other third parties to the extent relating to the Business, the Bay Shore Retired Assets or to any of the Purchased Assets (collectively, the “Purchased Warranties”); and
• All electric capacity rights and obligations associated with any and all capacity of the Purchased Assets, including all rights and obligations that are associated with any capacity supply of the Purchased Assets that is identified in PJM’s system as having a capacity supply obligation in PJM’s Reliability Pricing Model program for any period after the Closing (to the extent such capacity arises directly out of the Purchased Assets), together with all capacity interconnection rights, energy injection rights and other similar rights allocated to the Generating Facility or the Purchased Assets.

Assets for sale is more described in attached PDF.