Common use of Joint Efforts Clause in Contracts

Joint Efforts. (a) CGE agrees on behalf of itself and its Affiliates that, after Closing, for so long as CGE and its Affiliates are the largest stockholder of AWT, AWT shall be CGE's exclusive vehicle in the United States, its possessions and its territories for its water management and waste water management and air pollution activities; provided that the foregoing shall not apply to any acquisition or investment by CGE or any of its Affiliates of a privately-owned, publicly-traded or publicly- owned company in the water utility sector whose primary business is the production, distribution and/or sale of potable, fire, bulk, draining or irrigation water ("Water Utility"), nor to CGE's present or future investments in Consumers Water Company ("Consumers Water") and Philadelphia Suburban Corporation ("Philadelphia Suburban") (such Water Utilities, Consumers Water and Philadelphia Suburban hereinafter referred to collectively as the "Water Businesses"). CGE shall, and shall cause its Affiliates to assist AWT in developing its water management and wastewater management and air pollution activities in both Canada and Mexico, subject to contractual agreements as of March 30, 1994 and taking into account the respective interests of AWT on the one hand and CGE and its Affiliates on the other. CGE shall offer, and shall cause its Affiliates to offer, AWT an active participation in any proposed water management or wastewater management activities by CGE or any of its Affiliates in the United States (which shall be deemed to exclude the Water Businesses), which investment is too capital intensive for AWT to undertake on a stand-alone basis. In the event CGE or any of its Affiliates acquires control of a Water Business which is also engaged in wastewater activities similar to those conducted by AWT as of the date hereof, then CGE or such Affiliate shall use reasonable efforts to cause, subject to the fiduciary duties of the board of directors of such Water Business and other applicable regulatory standards, that Water Business to offer to AWT (i) the opportunity to obtain operating and maintenance contracts with the wastewater management business of such Water Business and (ii) the opportunity to obtain new engineering contracts with such Water Business, in each case, on terms which are commercially reasonable in the judgment of such Water Business; provided that the foregoing shall not apply to any existing business of Consumers Water or Philadelphia Suburban as of the date hereof. In addition, CGE and its Affiliates, on the one hand, and AWT on the other, will establish a privileged commercial relationship for the development of air pollution activities in Europe. (b) The provisions of this Section 5.6 shall have no application to Kruger Inc., a distributor of water treatment plant parts and components and an indirect subsidiary of Omnium Traitement et de Valorisation." Section 5.6 USF&G Guarantees. AWT, hereby approves for purposes of Section 7.3 of the Investment Agreement, the proposed arrangements between CGE or one of its affiliates and U.S. Fidelity & Guaranty (the "USF&G") whereby, from the later of (i) September 30, 1997 and (ii) the date of this Agreement, and continuing until the Closing of the Recapitalization, CGE or one of its affiliates will enter into guarantees of certain obligations of AWT relating to the bonding of certain contracts under the Master Surety Agreement, between USF&G and AWT and its subsidiaries, in consideration of which CGE or one of its affiliates shall receive assurances from USF&G that, in the event of a default by AWT, USF&G shall assign and transfer to CGE or one of its affiliates any and all of USF&G's resultant rights in the bonded commercial contract (whether arising under the Master Surety Agreement, or by operation of law, or otherwise).