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AMAZON CONFIDENTIAL
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<br />10.2 Definitions. As used in this Agreement, the following terms will have the
<br />meanings set forth below:
<br />(a) “ADS Indemnified Party” means ADS and its Affiliates and their
<br />respective directors, officers, employees, agents, representatives, successors, and assigns.
<br />(b) “Affiliate” means, with respect to any person, each person that
<br />directly or indirectly controls, is controlled by, or is under common control with such
<br />designated person. For purposes of this definition, “control” (including, with correlative
<br />meanings, the terms “controlled by” and “under common control with”), as used with
<br />respect to any person, will mean (a) the direct or indirect right to cast at least 50% of the
<br />votes exercisable at an annual general meeting (or its equivalent) of such person or, if there
<br />are no such rights, ownership of at least 50% of the equity or other ownership interest in
<br />such person, or (b) the right to direct the policies or operations of such person.
<br />(c) “Applicable Law” means all laws, statutes, rules, regulations,
<br />ordinances, codes, judgments, orders, approvals, tariffs, decrees, and other
<br />pronouncements having the effect of law of any Governmental Authority.
<br />(d) “Damages” means any liability, judgement, fine, penalty, settlement,
<br />expense and cost (including reasonable attorney’s fees).
<br />(e) “Good Utility Practice” means any of the practices, methods, and acts
<br />engaged in or approved by a significant portion of the water utility industry during the
<br />relevant time period, or any of the practices, methods, and acts which, in the exercise of
<br />reasonable judgment in light of the facts known at the time the decision was made, could
<br />have been expected to accomplish the desired result at a reasonable cost consistent with
<br />good business practices, reliability, safety, and expedition. Good Utility Practice is not
<br />intended to be limited to the optimum practice, method, or act, to the exclusion of all others,
<br />but rather is intended to include acceptable practices, methods, and acts generally accepted
<br />in the industry.
<br />(f) “Governmental Authority” means any national, state, provincial,
<br />local, tribal or municipal government, any political subdivision thereof or any other
<br />governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality,
<br />authority, body, agency, department, bureau, or entity with authority to bind a Party at law.
<br />(g) “Infrastructure” means the Infrastructure constructed pursuant to
<br />the Water and Sewer Infrastructure Agreement executed by St. Joseph County and ADS, and
<br />necessary to provide the Provider Services in Table 1.
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<br />(h) “Provider Services” means the sewer services meeting the Service
<br />Specifications set forth in Table 1 of the Cover Sheet.
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