(WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE, INVESTIGATIVE, OR INFORMAL) COMMENCED, BROUGHT, CONDUCTED, OR
HEARD BY OR BEFORE, OR OTHERWISE INVOLVING, ANY GOVERNMENTAL BODY OR ARBITRATOR.
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(X)
"PURCHASER GROUP" MEANS AND INCLUDES PURCHASER
AND, FOLLOWING THE CLOSING, THE COMPANY.
(Y)
"REAL PROPERTY" MEANS REAL PROPERTY OWNED OR
LEASED BY THE COMPANY AS OF THE EFFECTIVE DATE OR THE CLOSING DATE, AS
APPLICABLE.
(Z)
"RELEASE" MEANS ANY SPILLING, LEAKING, PUMPING,
POURING, EMITTING, EMPTYING, DISCHARGING, INJECTING, ESCAPING, LEACHING,
DUMPING, OR DISPOSING OF A HAZARDOUS SUBSTANCE INTO THE ENVIRONMENT.
(AA)
"RETURNS" MEANS ALL RETURNS, DECLARATIONS, REPORTS,
STATEMENTS, AND OTHER DOCUMENTS REQUIRED TO BE FILED IN RESPECT OF TAXES
(INCLUDING ANY INFORMATION RETURNS), AND THE TERM "RETURN" MEANS ANY ONE OF THE
FOREGOING RETURNS.
(BB)
"RESTRICTED ACTIVITY" MEANS ENGAGING IN OR
CONDUCTING, AS AN OWNER, PRINCIPAL, PARTNER, SHAREHOLDER, MEMBER, MANAGER,
CONSULTANT OR IN ANY OTHER CAPACITY, THE BUSINESS OF (A) PROVIDING OR FURNISHING
WATER, NATURAL GAS, OR ELECTRICITY SUBMETER READING, SUBMETER BILLING (INCLUDING
ALLOCATION BILLING AND RATIO BILLING) OR SUBMETER COLLECTION SERVICES FOR
APARTMENT, SUITE OR SIMILAR UNITS, AND/OR (B) SELLING OR INSTALLING SUBMETERS
FOR APARTMENT, SUITE OR SIMILAR UNIT AND RELATED EQUIPMENT FOR PROVIDING OR
FURNISHING SUBMETER READING SERVICES FOR INDIVIDUAL APARTMENT, SUITE OR SIMILAR
UNITS.
BUT, THE TERM "RESTRICTED ACTIVITY" DOES NOT INCLUDING THE FOLLOWING (THE
"PERMITTED ACTIVITY"):
(I)
ANY RESTRICTED ACTIVITY THAT A SELLER
RESTRICTED PERSON IS PERMITTED TO PERFORM OR REQUIRED UNDER APPLICABLE LAWS TO
PERFORM BY ANY GOVERNMENTAL BODY WITHIN THE GEOGRAPHIC AREAS COVERED BY THE
CERTIFICATES OF CONVENIENCE AND NECESSITY ISSUED BY THE GOVERNMENTAL BODY TO A
REGULATED UTILITY AT ANY TIME OWNED BY A SELLER RESTRICTED PERSON; OR
(II)
ANY RESTRICTED ACTIVITY THAT OCCURS AS A
RESULT OF A SELLER RESTRICTED PERSON:
(A)
ACQUIRING, DIRECTLY OR INDIRECTLY, BY
PURCHASE, MERGER OR OTHERWISE, ANOTHER PERSON, OR CONTROL OF ANOTHER PERSON,
THAT ENGAGES IN A RESTRICTED ACTIVITY, OR
(B)
ACQUIRING, DIRECTLY OR INDIRECTLY, ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF A BUSINESS OF ANOTHER PERSON THAT ENGAGES IN
A RESTRICTED ACTIVITY,
EXCEPT THE FOREGOING ACTIVITY DESCRIBED IN CLAUSE (A) AND (B) ARE NOT PERMITTED
IF SUCH RESTRICTED ACTIVITY OCCURS AS A RESULT OF A SELLER RESTRICTED PERSON:
(1) ACQUIRING A TARGET PERSON BY MERGER WITH SUCH TARGET PERSON; (2) DIRECTLY
ACQUIRING ALL OF THE CAPITAL STOCK, LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS, PARTNERSHIP INTERESTS (OR OTHER EQUITY OWNERSHIP INTERESTS) OF A
TARGET PERSON (BUT THIS DOES NOT RESTRICT INDIRECTLY ACQUIRING SUCH EQUITY
INTERESTS BY VIRTUE OF PURCHASING, MERGING WITH OR OTHERWISE ACQUIRING THE
PERSON THAT OWNS OR HOLDS THE SUBJECT EQUITY OWNERSHIP INTERESTS), OR
(3) DIRECTLY ACQUIRING ALL OR SUBSTANTIALLY
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ALL OF THE ASSETS OF A BUSINESS OF A TARGET PERSON (BUT THIS DOES NOT RESTRICT
INDIRECTLY ACQUIRING SUCH ASSETS BY VIRTUE OF ACQUIRING SUCH ASSETS IN
CONNECTION WITH THE ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF A
PERSON THAT IS NOT A TARGET PERSON).
The term "Restricted Activity" also does not include: (x) any business or
activity of any Seller Restricted Person, excluding Company,