AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SPECIFIED OR REFERRED TO
BELOW WHETHER OR NOT CAPITALIZED WHEN USED IN THIS AGREEMENT.
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON,
ANY PERSON THAT, DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, THE PERSON IN QUESTION.
FOR THE PURPOSES OF THIS
DEFINITION, "CONTROL" (INCLUDING "CONTROLLING," "CONTROLLED BY" AND "UNDER
COMMON CONTROL WITH") AS USED WITH RESPECT TO ANY PERSON OR OTHER ENTITY, MEANS
THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE
DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH PERSON OR OTHER ENTITY, WHETHER
THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
(B)
"BILLING UNIT" MEANS AN INDIVIDUAL APARTMENT,
SUITE OR SIMILAR UNIT COVERED BY A SUBMETERING CONTRACT FOR WHICH METER READING,
BILLING (INCLUDING ALLOCATION BILLING AND RATIO BILLING) OR COLLECTION SERVICES
HAVE BEEN FURNISHED PRIOR TO THE CUT-OFF TIME AND FOR WHICH A VALID INVOICE FOR
BILLING SERVICES HAS BEEN PRESENTED PRIOR TO THE CUT-OFF TIME TO THE OCCUPANT
FOR PAYMENT OR, IF THE UNIT IS VACANT, TO THE CLIENT OR CUSTOMER UNDER THE
SUBMETERING CONTRACT THAT IS PAYING THE BILLING FEE WHILE THE UNIT IS VACANT.
IN ORDER TO QUALIFY AS A "BILLING UNIT", AS OF THE CUT-OFF TIME, THE SUBMETERING
CONTRACT COVERING THE BILLING UNIT MUST NOT HAVE BEEN TERMINATED AND NO WRITTEN
NOTICE OF TERMINATION CAN HAVE BEEN RECEIVED BY THE COMPANY OR ANY OF ITS
AFFILIATES.
51
(C)
"BUSINESS" MEANS THE BUSINESS OF SELLING METER
READING EQUIPMENT AND FURNISHING METER READING, BILLING (INCLUDING ALLOCATION
BILLING AND RATIO BILLING), COLLECTION, INSTALLATION, CONSTRUCTION AND
MAINTENANCE SERVICES FOR OWNERS OF MULTI-UNIT RESIDENTIAL DWELLINGS AND
COMMERCIAL OFFICE BUILDINGS WITH RESPECT TO THE WATER, SEWER, ELECTRICAL AND
OTHER UTILITIES PROVIDED TO THE OCCUPANTS OF THE DWELLINGS AND BUILDINGS.
(D)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A
SATURDAY, A SUNDAY OR A HOLIDAY ON WHICH NATIONAL BANKING ASSOCIATIONS IN THE
STATE OF TEXAS ARE CLOSED.
(E)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.
ALL CITATIONS TO THE CODE OR TO THE REGULATIONS PROMULGATED
THEREUNDER SHALL INCLUDE ANY AMENDMENTS OR ANY SUBSTITUTE OR SUCCESSOR
PROVISIONS THERETO.
(F)
"CONSENT" MEANS ANY APPROVAL, CONSENT,
RATIFICATION, WAIVER, NOTIFICATION, LICENSE, PERMIT, OR OTHER AUTHORIZATION
(INCLUDING ANY GOVERNMENTAL AUTHORIZATION).
(G)
"CONTRACT" MEANS ANY CONTRACT, AGREEMENT,
OBLIGATION, PROMISE, PURCHASE ORDER, SALES ORDER, LICENSE, LEASE, COMMITMENT,
ARRANGEMENT, OR UNDERTAKING (WHETHER WRITTEN OR ORAL, AND WHETHER EXPRESS OR
IMPLIED) THAT IS LEGALLY BINDING.
(H)
"CUT-OFF TIME" MEANS 5:00 P.M. (WESTMINSTER,
COLORADO TIME), ON THE LAST BUSINESS DAY PRIOR TO THE CLOSING DATE.
(I)
"ENVIRONMENT" MEANS ALL AIR, SURFACE WATER,
GROUNDWATER, OR LAND, INCLUDING LAND SURFACE OR SUBSURFACE, INCLUDING ALL FISH,
WILDLIFE, BIOTA AND ALL OTHER NATURAL RESOURCES.
(J)
"ENVIRONMENTAL LAW" MEANS ANY AND ALL LAWS
(INCLUDING, BUT NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601, ET. SEQ.) RELATING TO THE
PROTECTION OF HEALTH AND THE ENVIRONMENT, WORKER HEALTH AND SAFETY, AND/OR
GOVERNING THE HANDLING, USE, GENERATION, TREATMENT,