Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. Aquarion shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e), make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements), advances, capital contributions and investments by Aquarion or a Subsidiary of Aquarion to or in Aquarion or any wholly owned Subsidiary of Aquarion, (ii) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, or otherwise), other than payments, discharges or satisfactions incurred or committed to in the ordinary course of business consistent with past practice or reflected in the most recent consolidated financial statements (or the notes thereto) of Parent included in the most recent Aquarion SEC Reports filed prior to the date of this Agreement or (iii) other than in connection with actions permitted by Section 4.1(e), create, incur, assume or suffer to exist any indebtedness, guarantees, loans or advances not in existence as of the date of this Agreement except for short-term indebtedness incurred under Aquarion's current short-term facilities (and any replacements thereof) incurred in the ordinary course of business, consistent with past practices, and which is reasonably expected by Aquarion to be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof in each case as such facilities and other existing indebtedness may be amended, extended, modified, refunded, renewed, refinanced or replaced after the date of this Agreement, but only if the aggregate principal amount thereof is not increased thereby, the term thereof is not extended thereby (or, in the case of replacement indebtedness, the term of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion and its Subsidiaries than those in existence as of the date of this Agreement.

Investments; Indebtedness. Aquarion Xxxxxx-Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e4.2(e) and except for any indebtedness incurred by Xxxxxx-Xxxxxxx or its Subsidiaries to finance or refinance amounts due pursuant to Article VII of the Agreement and Plan of Merger, dated as of November 3, 1999, among American Home Products Corporation, Wolverine Sub Corp. and Xxxxxx-Xxxxxxx (the "AHP Merger Agreement"), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements), advances, capital contributions and investments x) by Aquarion Xxxxxx-Xxxxxxx or a Subsidiary of Aquarion Xxxxxx-Xxxxxxx to or in Aquarion Xxxxxx-Xxxxxxx or any wholly owned Subsidiary of AquarionXxxxxx-Xxxxxxx, (iiy) pay, discharge pursuant to any contract or satisfy other legal obligation of Xxxxxx-Xxxxxxx or any claims, liabilities of its Subsidiaries existing at the date of this Agreement or obligations (absolute, accrued, asserted or unasserted, or otherwise), other than payments, discharges or satisfactions incurred or committed to z) in the ordinary course of business consistent with past practice or reflected in an aggregate amount not in excess of $250 million in the most recent consolidated financial statements aggregate (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or the notes thereto) of Parent included in the most recent Aquarion SEC Reports filed prior to the date of this Agreement or (iii) other than authorization required in connection with actions permitted by Section 4.1(e), the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except for short-term indebtedness incurred under Aquarion's current short-term facilities (pursuant to the credit facilities, indentures and any replacements thereof) incurred other arrangements in existence on the date of this Agreement or in the ordinary course of business, business consistent with past practicespractice, and which is reasonably expected by Aquarion to be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof in each case as such facilities credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed, renewed or refinanced or replaced after the date of this Agreement, but only if the aggregate principal amount thereof is not increased thereby, the term thereof is not extended thereby (or, in the case of replacement indebtedness, the term of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion and its Subsidiaries than those in existence as of the date of this Agreement.

Investments; Indebtedness. Aquarion Xxxxxx-Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e4.2(e) and except for any indebtedness incurred by Xxxxxx-Xxxxxxx or its Subsidiaries to finance or refinance amounts due pursuant to Article VII of the Agreement and Plan of Merger, dated as of November 3, 1999, among American Home Products Corporation, Wolverine Sub Corp. and Xxxxxx-Xxxxxxx (the "AHP Merger Agreement"), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements), advances, capital contributions and investments x) by Aquarion Xxxxxx-Xxxxxxx or a Subsidiary of Aquarion Xxxxxx-Xxxxxxx to or in Aquarion Xxxxxx-Xxxxxxx or any wholly owned Subsidiary of AquarionXxxxxx-Xxxxxxx, (iiy) pay, discharge pursuant to any contract or satisfy other legal obligation of Xxxxxx-Xxxxxxx or any claims, liabilities of its Subsidiaries existing at the date of this Agreement or obligations (absolute, accrued, asserted or unasserted, or otherwise), other than payments, discharges or satisfactions incurred or committed to z) in the ordinary course of business consistent with past practice or reflected in an aggregate amount not in excess of $250 million in the most recent consolidated financial statements aggregate (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or the notes thereto) of Parent included in the most recent Aquarion SEC Reports filed prior to the date of this Agreement or (iii) other than authorization required in connection with actions permitted by Section 4.1(e), the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except for short-term indebtedness incurred under Aquarion's current short-term facilities (pursuant to the credit facilities, indentures and any replacements thereof) incurred other arrangements in existence on the date of this Agreement or in the ordinary course of business, business consistent with past practicespractice, and which is reasonably expected by Aquarion to be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof in each case as such facilities credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed, renewed or refinanced or replaced after the date of this Agreement, but only if the aggregate principal amount thereof is not increased thereby, the term thereof is not extended thereby . (or, in the case of replacement indebtedness, the term of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion and its Subsidiaries than those in existence as of the date of this Agreement.h)

Investments; Indebtedness. Aquarion Xxxxxx-Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e4.2(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements), advances, capital contributions and investments x) by Aquarion Xxxxxx-Xxxxxxx or a Subsidiary of Aquarion Xxxxxx-Xxxxxxx to or in Aquarion Xxxxxx-Xxxxxxx or any wholly owned Subsidiary of AquarionXxxxxx-Xxxxxxx, (iiy) pay, discharge pursuant to any contract or satisfy other legal obligation of Xxxxxx-Xxxxxxx or any claims, liabilities of its Subsidiaries existing at the date of this Agreement or obligations (absolute, accrued, asserted or unasserted, or otherwise), other than payments, discharges or satisfactions incurred or committed to z) in the ordinary course of business consistent with past practice or reflected in an aggregate amount not in excess of the most recent consolidated financial statements (or the notes theretoaggregate amount specified in Section 4.2(g) of Parent included the Xxxxxx- Xxxxxxx Disclosure Schedule (provided that none of such transactions referred to in the most recent Aquarion SEC Reports filed prior this clause (z) presents a material risk of making it more difficult to the date of this Agreement obtain any approval or (iii) other than authorization required in connection with actions permitted by Section 4.1(e), the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except for short-term indebtedness incurred under Aquarion's current short-term facilities (pursuant to the credit facilities, indentures and any replacements thereof) incurred other arrangements in existence on the date of this Agreement or in the ordinary course of business, business consistent with past practicespractice, and which is reasonably expected by Aquarion to be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof in each case as such facilities credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed, renewed or refinanced or replaced after the date of this Agreement, but only if the aggregate principal amount thereof is not increased thereby, the term thereof is not extended thereby (or, in the case of replacement indebtedness, the term of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion and its Subsidiaries than those in existence as of the date of this Agreement.

Investments; Indebtedness. Aquarion BioChem shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e4.2(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements), advances, capital contributions and investments A) by Aquarion BioChem or a Subsidiary of Aquarion BioChem to or in Aquarion BioChem or any wholly owned Subsidiary of AquarionBioChem, (iiB) pay, discharge pursuant to any contract or satisfy other legal obligation of BioChem or any claims, liabilities of its Subsidiaries existing at the date of this Agreement or obligations (absolute, accrued, asserted or unasserted, or otherwise), other than payments, discharges or satisfactions incurred or committed to C) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of fifty million dollars ($50,000,000) (provided that none of such transactions referred to in this sub-clause (C) presents a material risk of making it more difficult to obtain any approval or reflected in the most recent consolidated financial statements (or the notes thereto) of Parent included in the most recent Aquarion SEC Reports filed prior to the date of this Agreement or (iii) other than authorization required in connection with actions permitted by Section 4.1(ethe Arrangement under Regulatory Laws and provided that if the amount of such loans, advances, capital contributions or investments exceed thirty five million dollars ($35,000,000), BioChem shall, before completing such loans, advances, capital contributions or investments, verbally advise Shire) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except for short-term indebtedness incurred under Aquarion's current short-term facilities (pursuant to the credit facilities, indentures and any replacements thereof) incurred other arrangements in existence on the date of this Agreement or in the ordinary course of business, business consistent with past practicespractice, and which is reasonably expected by Aquarion to be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof in each case as such facilities credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed, renewed or refinanced or replaced after the date of this Agreement; notwithstanding the foregoing, but only if the aggregate principal amount thereof is not increased therebyBioChem shall make no additional investments in or advances to GeneChem LP without first consulting with Shire. Nothing in this paragraph shall be interpreted as preventing BioChem, the term thereof is not extended thereby (or, in the case any of replacement indebtedness, the term its Affiliates or any of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion and its Subsidiaries than those in existence as of the date of this Agreementfrom complying with its contractual obligations.

Investments; Indebtedness. Aquarion SJW shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with actions permitted by Section 4.1(e)as set forth on Schedule 4.1(g) of the Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than loans (except for loans made pursuant to the Carematrix and Georgetown main extension agreements)loans, advances, capital contributions and investments by Aquarion SJW or a Subsidiary of Aquarion SJW to or in Aquarion SJW or any wholly owned Subsidiary of AquarionSJW, (ii) pay, discharge discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges discharges, settlements or satisfactions incurred or committed to in the ordinary course of business consistent with past practice or reflected in the most recent consolidated financial statements (or the notes thereto) of Parent SJW included in the most recent Aquarion SJW SEC Reports filed prior to the date of this Agreement or (iii) other than in connection with actions permitted by Section 4.1(e)as set forth on Schedule 4.1(g) of the Disclosure Schedule, create, incur, assume or suffer to exist any indebtedness, guarantees, loans or advances or any debt securities or any warrants or rights to acquire any debt securities not in existence as of the date of this Agreement except for short-term indebtedness incurred under AquarionSJW's current short-term facilities (and any replacements thereof) incurred in the ordinary course of business, consistent with past practices, and which is reasonably expected by Aquarion to shall not exceed $20,000,000 in the aggregate without the consent of Parent, which shall not be repaid by Aquarion from cash from continuing operations within 12 months of the incurrence thereof unreasonably withheld, in each case as such facilities and other existing indebtedness may be amended, extended, modified, refunded, renewed, refinanced or replaced after the date of this Agreement, but only if the aggregate principal amount thereof is not increased thereby, the term thereof is not extended thereby (or, in the case of replacement indebtedness, the term of such indebtedness is not for a longer period of time than the period of time applicable to the indebtedness so replaced) and the other terms and conditions thereof, taken as a whole, are not less advantageous to Aquarion SJW and its Subsidiaries than those in existence as of the date of this Agreement.