CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT
This Contribution, Distribution and Assumption Agreement (this Agreement), dated November 5, 2019 (the Effective Time), is by and among Dominion Energy Questar Corporation, a Utah corporation (DEQ), and Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (DEGH), and Dominion Energy Gas Distribution, LLC (DEGD). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.
WHEREAS, each of the Parties is a wholly owned subsidiary of Dominion Energy, Inc., a Virginia corporation (DEI);
WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization;
WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership action, as the case may be, required to approve the transactions contemplated by this Agreement;
WHEREAS; DEI, DEQ and DEGH have previously entered into that certain Contribution, Distribution, and Assumption Agreement, dated November 5, 2019 (the Phase 3 Agreement).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
TRANSFERS, CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS
Subject to Section 3.1 of this Agreement, the following shall be completed at the Effective Time in the sequence set forth below:
Section 1.1 Distribution of Interests in EOG. DEGH shall distribute all of its shares of the East Ohio Gas Company, an Ohio corporation (EOG), to DEQ, for its own use, forever, and DEQ shall accept such distribution.
Section 1.2 Contribution of Interests in EOG. Immediately after the preceding distribution in Section 1.1 hereof, DEQ shall contribute all of its shares of EOG to DEGD, for its own use, forever, and DEGD shall accept such distribution.
From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or