Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (i) Aquarion has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote). This Agreement has been duly and validly executed and delivered by Aquarion and constitutes a valid and binding agreement of Aquarion, enforceable against it in accordance with its terms. (ii) The execution and delivery of this Agreement by Aquarion do not or will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of an Encumbrance on any assets of Aquarion or any of its Subsidiaries (any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any Subsidiary of Aquarion or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion Each Seller has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Seller Deliverable, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of Transactions and perform its obligations under this Agreement by and the Required Aquarion Vote (as defined in Section 3.1(p))Seller Deliverables to which it is a party. The execution and delivery of this Agreement by each Seller, any Seller Deliverable to which it is a party, and the consummation by each Seller of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)action. This Agreement has and each Seller Deliverable to which each Seller is a party have been or will be duly and validly executed and delivered by Aquarion such Seller, and, assuming this Agreement constitutes the valid and binding obligation of Buyer, constitutes a valid and binding agreement obligation of Aquarionsuch Seller, enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (ii) The Except as set forth on Schedule 3.1(k), the execution and delivery of this Agreement by Aquarion do and each Seller Deliverable to which it is a party does not or and will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of an any Encumbrance on (other than Permitted Encumbrances) or any assets rights of Aquarion termination, cancellation, first offer or first refusal, in each case, with respect to any of the Properties under any provision of (A) the organizational documents of any Seller or any of its Subsidiaries; (B) any Applicable Contract or any loan or credit contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, lease or other contract or agreement, permit, franchise or license to which any Seller or any of its Subsidiaries (is a party or by which any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion Seller or any Subsidiary of Aquarion its Subsidiaries or the Properties are bound or (BC) except as would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject to obtaining or making compliance with any filing required under the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowHSR Act, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), Law applicable to any Seller or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), of its Subsidiaries or any judgment, order of its or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assetsthe Properties. (iii) No consent, approval, order vote or authorization of, consent of the holders of the equity interests of any Seller that has not been taken or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), obtained is required by or with respect necessary to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of approve this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required ConsentsTransactions." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (ia) Aquarion Seller has all requisite corporate power full right, power, authority and authority legal capacity to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which Seller is a party, and to perform Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreements to which Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by Seller of this Agreement or each of the Ancillary Agreements to which Seller is a party, nor the consummation by Seller of the Transactions, or compliance by Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order, (ii) assuming the Required Consents are obtained, result in a violation or breach by Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to consummate any right of termination, cancellation, payment or acceleration) under any of the transactions contemplated herebyterms, subject conditions or provisions of any Contract or other instrument or obligation to which Seller is a party, or by which Seller or any of its properties or assets may be bound, or (iii) result in the creation of any Encumbrance upon the Purchased Interests, except, in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(pii)—(iii)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate for any violation, breach, conflict, default or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote). This Agreement has been duly and validly executed and delivered by Aquarion and constitutes a valid and binding agreement of Aquarion, enforceable against it in accordance with its terms. (ii) The execution and delivery of this Agreement by Aquarion do not or will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendmentcancellation, cancellation redemption, payment or acceleration that would not reasonably be expected to be material to the Seller. There is no Proceeding pending or, to the knowledge of any obligation or the loss of a material benefit undersuch Seller, or the creation of an Encumbrance on any assets of Aquarion or any of its Subsidiaries (any threatened, against such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any Subsidiary of Aquarion or (B) except as would notSeller that, individually or in the aggregate, have would reasonably be expected to prevent or materially impair or delay the ability of Seller to perform on a Material Adverse Effect on Aquarion, subject to obtaining timely basis his or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan her obligations hereunder or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation under each of the Merger and the other transactions contemplated hereby, except for those required under or in relation Ancillary Agreements to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which Seller is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consentsparty." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)Company. This Agreement has been duly and validly executed and delivered by Aquarion the Company and constitutes a valid and binding agreement of Aquarion, the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, and by general equity principles. (ii) The execution Except as set forth in Section 3.1(d) of the Company Disclosure Schedule and except for, in the case of clause (B) below, the Credit Agreement, the Bonding Agreement and the Indenture, the execution, delivery and performance by the Company of this Agreement by Aquarion do not or will not, as the case may be, and the performance of consummation by the Agreement and the consummation Company of the Merger by Aquarion and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of an Encumbrance a Lien on any assets of Aquarion or any of its Subsidiaries (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss default or creation, a "“Violation"”) pursuant to: (A) any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws or the comparable governing documents of Aquarion or any Subsidiary of Aquarion the Company’s Subsidiaries or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectivelylicense, "Contracts")judgment, or any order, decree, statute, law, ordinance, rule, regulation, whether federal, state, local rule or foreign (collectively, "Laws"), regulation applicable to the Company or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion its Subsidiaries or their respective properties or assets, except for, in the case of this clause (B), Violations that would not reasonably be expected to have a Material Adverse Effect. (iii) No consent, approval, order order, permit or authorization of, or registration, declaration declaration, notice or filing with, or notice to, any foreign, supranational, nationalfederal, state, municipal or local governmentother governmental body, any instrumentalitydepartment, subdivisioncommission, courtboard, administrative agency bureau, agency, court or commission or other authority instrumentality thereof, domestic or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority foreign (a "“Governmental Entity"Authority”), is required by or with respect to Aquarion the Company or any Subsidiary of Aquarion its Subsidiaries in connection with the execution and delivery of this Agreement by Aquarion the Company or the performance of this Agreement and consummation by the consummation Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (ia) Aquarion Each of Parent and Buyer has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements and to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p))hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Aquarion, each of Parent and Buyer and no other corporate authorization or stockholder proceedings on consent from the part board of Aquarion are necessary to authorize this Agreement directors or to consummate the transactions contemplated hereby (other than in the case shareholders of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)Parent ot Buyer is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Aquarion each of Parent and constitutes a Buyer and, assuming the due authorization, execution and delivery by the Seller, constitute valid and binding agreement obligations of AquarionParent and Buyer, enforceable against it Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The Except as set forth on Schedule 4.03(b) hereto, neither the execution and delivery of this Agreement and the Ancillary Agreements by Aquarion do not each of Parent and Buyer, nor the consummation by Parent and Buyer of the transactions contemplated hereby and thereby, nor compliance by Parent and Buyer with any of the terms or provisions hereof or thereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent or Buyer, as the case may be, and or (ii) to the performance knowledge of the Agreement and the consummation Parent , violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Buyer or any of the Merger by Aquarion and the other transactions contemplated hereby will nottheir respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of an Encumbrance on any assets lien, pledge, security interest, charge or other encumbrance upon any of Aquarion the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, material agreement or other instrument or obligation to which Parent or Buyer is a party, or by which it or any of its Subsidiaries (any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any Subsidiary of Aquarion or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order assets may be bound or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated herebyaffected, except for those required under where such violation, conflict or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain breach would not, individually or in the aggregate, not have a Seller Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required ConsentsEffect." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion Such Seller has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Seller Deliverable to which it is a party, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of Transactions and perform its obligations under this Agreement by and the Required Aquarion Vote (as defined in Section 3.1(p))Seller Deliverables to which it is a party. The execution and delivery of this Agreement by such Seller, any Seller Deliverable to which it is a party, and the consummation by such Seller of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)action. This Agreement has and each Seller Deliverable to which such Seller is a party have been or will be duly and validly executed and delivered by Aquarion such Seller, and, assuming this Agreement constitutes the valid and binding obligation of Buyer, constitutes a valid and binding agreement obligation of Aquarionsuch Seller, enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (ii) The Except as set forth on Schedule 3.2(s)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement by Aquarion do and each Seller Deliverable to which such Seller is a party does not or and will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of an any Encumbrance on (other than Permitted Encumbrances) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Aquarion such Seller under any provision of (A) the organizational documents of such Seller; (B) any loan or credit contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, lease or other contract or agreement, permit, franchise or license to which such Seller is a party or by which such Seller or its properties or assets are bound or (C) any Law applicable to such Seller or any of its Subsidiaries (any such violationproperties or assets, defaultother than, right in the case of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any Subsidiary of Aquarion or clauses (B) except as and (C), any such violations, defaults, acceleration, losses or Encumbrances that are set forth on Schedule 3.1(b)(ii) of the Seller Disclosure Schedule or that would notnot be reasonably expected to, individually or in the aggregate, have a Seller Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assetsEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, Except as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(Dset forth on Schedule 3.1(b)(iii) of the Aquarion Seller Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health no vote or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) consent of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any holders of the foregoing clauses (A) through (F) are hereinafter referred equity interests of such Seller that has not been taken or obtained is necessary to as "Aquarion Required Consents." The parties hereto agree that references in approve this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Orderthe Transactions.

Authority; No Violations. (ia) Aquarion Seller has all requisite corporate power full right, power, authority and authority legal capacity to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which Seller is a party, and to perform Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreements to which Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by Seller of this Agreement or each of the Ancillary Agreements to which Seller is a party, nor the consummation by Seller of the Transactions, or compliance by Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order, (ii) assuming the Required Consents are obtained, result in a violation or breach by Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to consummate any right of termination, cancellation, payment or acceleration) under any of the transactions contemplated herebyterms, subject conditions or provisions of any Contract or other instrument or obligation to which Seller is a party, or by which Seller or any of its properties or assets may be bound, or (iii) result in the creation of any Encumbrance upon the Purchased Interests, except, in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote). This Agreement has been duly and validly executed and delivered by Aquarion and constitutes a valid and binding agreement of Aquarion, enforceable against it in accordance with its terms. (ii) The execution and delivery of this Agreement by Aquarion do not - (iii), for any violation, breach, conflict, default or will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendmentcancellation, cancellation redemption, payment or acceleration that would not reasonably be expected to be material to the Seller. There is no Proceeding pending or, to the knowledge of any obligation or the loss of a material benefit undersuch Seller, or the creation of an Encumbrance on any assets of Aquarion or any of its Subsidiaries (any threatened, against such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any Subsidiary of Aquarion or (B) except as would notSeller that, individually or in the aggregate, have would reasonably be expected to prevent or materially impair or delay the ability of Seller to perform on a Material Adverse Effect on Aquarion, subject to obtaining timely basis his or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan her obligations hereunder or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation under each of the Merger and the other transactions contemplated hereby, except for those required under or in relation Ancillary Agreements to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which Seller is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consentsparty." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p))Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Aquarion, each of Parent and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)Merger Sub. This Agreement has been duly and validly executed and delivered by Aquarion each of Parent and Merger Sub, and, assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding agreement obligation of Aquarion, each of Parent and Merger Sub enforceable against it in accordance with its terms, subject, as to enforceability, to Creditor’s Rights. (ii) The execution and delivery of this Agreement by Aquarion do not or will does not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of an any Encumbrance on upon any of the properties or assets of Aquarion Parent or any of its Subsidiaries (under any such violation, default, right provision of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation incorporation, articles of incorporation, bylaws or by-laws similar organization documents of Aquarion Parent, Merger Sub or any Subsidiary of Aquarion or their respective Subsidiaries; (B) except as any loan or credit Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, lease or other Contract, permit, franchise or license to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound; or (C) assuming the Consents referred to in Section 3.2(c) are duly and timely obtained or made, any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (B) and (C), any such violations, defaults, acceleration, losses or Encumbrances that would notnot be reasonably likely to have, individually or in the aggregate, have a Parent Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assetsEffect. (iii) No consent, approval, order vote or authorization of, consent of the holders of any equity or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect voting interests in Parent that has not been obtained prior to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery date of this Agreement by Aquarion is necessary to approve this Agreement or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Company Deliverable, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of Transactions and perform its obligations under this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p))and each Company Deliverable. The execution and delivery of this Agreement and each Company Deliverable by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)action. This Agreement has and each Company Deliverable have been or will be duly and validly executed and delivered by Aquarion the Company, and, assuming this Agreement constitutes the valid and binding obligation of Buyer and each Seller, constitutes a valid and binding agreement obligation of Aquarionthe Company, enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (ii) The execution and delivery of this Agreement by Aquarion do and each Company Deliverable does not or and will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of an any Encumbrance on (other than Permitted Encumbrances) or any assets rights of Aquarion termination, cancellation, first offer or first refusal, in each case, with respect to any of the Properties under any provision of (A) the organizational documents of the Company or any of its Subsidiaries; (B) other than the Company Credit Facility, any Applicable Contract or loan or credit contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, lease or other contract or agreement, permit, franchise or license to which the Company or any of its Subsidiaries (any such violation, default, right of termination, amendment, cancellation is a party or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of by which the certificate of incorporation or by-laws of Aquarion Company or any Subsidiary of Aquarion its Subsidiaries or the Properties are bound or (C) subject to compliance with any filing required under the HSR Act, any Law applicable to the Company or any of its Subsidiaries or any of its Properties or its other assets, other than, in the case of clauses (B) except as and (C), any such violations, defaults, acceleration, losses or Encumbrances that are set forth on Schedule 3.2(b)(ii) of the Company Disclosure Schedule or that would notnot be reasonably expected to have, individually or in the aggregate, have a Seller Material Adverse Effect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assetsEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, Except as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(Dset forth on Schedule 3.2(b)(iii) of the Aquarion Company Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health no vote or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) consent of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any holders of the foregoing clauses (A) through (F) are hereinafter referred equity interests of the Company that has not been taken or obtained is necessary to as "Aquarion Required Consents." The parties hereto agree that references in approve this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Orderthe Transactions.

Authority; No Violations. (ia) Aquarion Each Purchaser Party has all requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, subject in to the case filing and acceptance of the consummation Articles of Merger and the Partnership Certificate of Merger. Each of the board of directors of NCIC Merger to Sub, ES and DH, as sole stockholders of NCIC Merger Sub, and ES and DH, as the adoption sole unitholders of this Agreement by Partnership Merger Sub, have approved the Required Aquarion Vote (as defined in Section 3.1(p)). The execution and delivery of this Agreement and the consummation transactions contemplated by this Agreement, including the Mergers. No other approval of any equity holder or governing body of any Purchaser Party is required to approve or adopt this Agreement or the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Agreement. (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote). b) This Agreement has been duly and validly executed and delivered by Aquarion each Purchaser Party and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement obligation of Aquarioneach Purchaser Party, enforceable against it each Purchaser Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors' rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iic) The execution and delivery of this Agreement by Aquarion do not or will the Purchaser Parties does not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligation, or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of an Encumbrance on any Lien upon any of the properties or assets of Aquarion any Purchaser Party or any of its their Subsidiaries (under, require the consent or approval of any such violationthird party, defaultor otherwise result in a detriment or default to any Purchaser Party or any of their Subsidiaries under, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of (i) the certificate charter or organizational documents of incorporation or by-laws of Aquarion any Purchaser Party or any Subsidiary of Aquarion their Subsidiaries, (ii) any loan or credit agreement or note, or any bond, mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to any Purchaser Party or any of their Subsidiaries, or to which their respective properties or assets are bound, or any guarantee by any Purchaser Party or any of their Subsidiaries of any of the foregoing, (iii) any joint venture or other ownership arrangement, or (Biv) except as would notassuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.3 are duly and timely obtained or made, any Law or Order applicable to or binding upon any Purchaser Party or any of their Subsidiaries, or any of their respective properties or assets, other than, in the case of any of the foregoing matters, any such conflicts, violations, defaults, rights, Liens or detriments that, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject would not materially impair or delay the ability of any Purchaser Party to obtaining perform its obligations hereunder or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and prevent the consummation by any of them of any of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (i) Aquarion Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and each Buyer Deliverable and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of Transactions and perform its obligations under this Agreement by and the Required Aquarion Vote (as defined in Section 3.1(p))Buyer Deliverables. The execution and delivery of this Agreement and each Buyer Deliverable by Buyer and the consummation by Buyer of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Aquarion, and no other corporate or stockholder proceedings on the part of Aquarion are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the adoption of this Agreement by the Required Aquarion Vote)action. This Agreement and each Buyer Deliverable has been or will be duly and validly executed and delivered by Aquarion Buyer, and, assuming this Agreement constitutes the valid and binding obligation of the Company and Sellers, constitutes a valid and binding agreement obligation of Aquarion, Buyer enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (ii) The execution and delivery of this Agreement by Aquarion do and each Buyer Deliverable does not or and will not, as the case may be, and the performance of the Agreement and the consummation of the Merger by Aquarion and the other transactions contemplated hereby Transactions will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) underunder (A) the organizational documents of Buyer or any of its Subsidiaries; (B) any loan or credit contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, lease or give rise other contract or agreement, permit, franchise or license to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of an Encumbrance on any assets of Aquarion which Buyer or any of its Subsidiaries (any such violation, default, right of termination, amendment, cancellation is a party or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion by which Buyer or any Subsidiary of Aquarion its Subsidiaries or properties or assets are bound, including any documents pertaining to the Buyer Revolving Credit Facility or the Buyer Notes; or (BC) except as would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion, subject to obtaining or making (1) the consents, approvals, orders, authorizations, registrations, declarations filing with the SEC of such reports under the Exchange Act and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or such other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is compliance with the Exchange Act and the rules and regulations thereunder as may be required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger Transactions, (2) filings with NASDAQ as may be required in connection with this Agreement and the other transactions contemplated herebyTransactions, except for those (3) filings that may be required by any applicable state securities or “blue sky” Laws, and (4) compliance with and filings under or in relation to (A) the ▇▇▇▇ ▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), any Law applicable to Buyer or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (B) the Securities Exchange Act of 1934, as amended and (the "Exchange Act"C), any such violations or defaults (C) the DGCL with excluding in respect to the filing of the Delaware Certificate of Merger, (DBuyer Revolving Credit Facility or indenture under which the Buyer Notes were issued) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(Dthat are set forth on Schedule 3.3(b)(ii) of the Aquarion Buyer Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health Schedule or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which that would not be reasonably expected to make or obtain would nothave, individually or in the aggregate, have a Buyer Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under Effect. (iii) No vote or in relation to any consent of the foregoing clauses (A) through (F) are hereinafter referred holders of any class or series of capital stock of Buyer is necessary to as "Aquarion Required Consents." The parties hereto agree that references in approve this Agreement, the Investment Agreement, the issuance of the Stock Consideration under this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Orderthe other Transactions.