Table of Contents



 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
 
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended September 30, 2017.
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from          to          .
Commission file no. 001-13831
Quanta Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
74-2851603
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 629-7600
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x      No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x      No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
Accelerated filer   o
Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting company  o
 
 
Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o      No  x
As of November 2, 2017 , the number of outstanding shares of Common Stock of the Registrant was 154,720,790 . As of the same date, 449,929 exchangeable shares of a Canadian subsidiary of the Registrant associated with one share of Series G Preferred Stock of the Registrant were outstanding and an additional 36,183 exchangeable shares of another Canadian subsidiary of the Registrant were outstanding.
 
 
 
 
 



QUANTA SERVICES, INC. AND SUBSIDIARIES
INDEX
 
 
Page
 
 
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1

Table of Contents



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
(Unaudited)
 
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
Current Assets:
 

 
 

Cash and cash equivalents
$
91,532

 
$
112,183

Accounts receivable, net of allowances of $5,066 and $2,752
1,980,245

 
1,500,115

Costs and estimated earnings in excess of billings on uncompleted contracts
642,776

 
473,308

Inventories
86,391

 
88,548

Prepaid expenses and other current assets
147,295

 
114,591

Total current assets
2,948,239

 
2,288,745

Property and equipment, net of accumulated depreciation of $966,387 and $862,825
1,256,458

 
1,174,094

Other assets, net
223,486

 
101,028

Other intangible assets, net of accumulated amortization of $324,879 and $297,313
275,018

 
187,023

Goodwill
1,937,045

 
1,603,169

Total assets
$
6,640,246

 
$
5,354,059

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 

 
 

Current maturities of long-term debt and short-term debt
$
2,804

 
$
7,563

Accounts payable and accrued expenses
1,214,745

 
922,819

Billings in excess of costs and estimated earnings on uncompleted contracts
374,943

 
274,846

Total current liabilities
1,592,492

 
1,205,228

Long-term debt and notes payable, net of current maturities
760,208

 
353,562

Deferred income taxes
211,983

 
192,834

Insurance and other non-current liabilities
345,332

 
259,733

Total liabilities
2,910,015

 
2,011,357

Commitments and Contingencies


 


Equity:
 

 
 

Common stock, $.00001 par value, 600,000,000 shares authorized, 151,690,321 and 144,710,773 shares issued, and 151,206,729 and 144,710,773 shares outstanding
2

 
1

Exchangeable Shares, no par value, 3,986,112 and 6,515,453 shares issued and outstanding

 

Series F Preferred Stock, $.00001 par value, 1 share authorized, issued and outstanding

 

Series G Preferred Stock, $.00001 par value, 1 share authorized, issued and outstanding

 

Additional paid-in capital
1,878,040

 
1,749,306

Retained earnings
2,077,498

 
1,876,081

Accumulated other comprehensive loss
(192,187
)
 
(271,673
)
Treasury stock, 483,592 and 0 common shares
(35,823
)
 
(14,288
)
Total stockholders’ equity
3,727,530

 
3,339,427

Non-controlling interests
2,701

 
3,275

Total equity
3,730,231

 
3,342,702

Total liabilities and equity
$
6,640,246

 
$
5,354,059


The accompanying notes are an integral part of these condensed consolidated financial statements.

2




QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share information)
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017

2016
 
2017

2016
Revenues
$
2,609,307

 
$
2,042,186

 
$
6,987,851

 
$
5,548,353

Cost of services (including depreciation)
2,258,676

 
1,739,604

 
6,068,867

 
4,842,241

Gross profit
350,631

 
302,582

 
918,984

 
706,112

Selling, general and administrative expenses
201,224

 
164,325

 
571,656

 
479,456

Amortization of intangible assets
8,979

 
8,094

 
22,035

 
23,730

Operating income
140,428

 
130,163

 
325,293

 
202,926

Interest expense
(6,058
)
 
(3,726
)
 
(14,294
)
 
(10,898
)
Interest income
196

 
874

 
647

 
2,031

Other income (expense), net
(2,371
)
 
752

 
(3,814
)
 
(270
)
Income from continuing operations before income taxes
132,195

 
128,063

 
307,832

 
193,789

Provision for income taxes
42,346

 
54,516

 
105,183

 
82,654

Net income from continuing operations
89,849

 
73,547

 
202,649

 
111,135

Net income from discontinued operations

 
605

 

 
605

Net income
89,849

 
74,152

 
202,649

 
111,740

Less: Net income attributable to non-controlling interests
536

 
410

 
1,232

 
940

Net income attributable to common stock
$
89,313

 
$
73,742

 
$
201,417

 
$
110,800

 
 
 
 
 
 
 
 
Amounts attributable to common stock:
 
 
 
 
 
 
 
Net income from continuing operations
$
89,313

 
$
73,137

 
$
201,417

 
$
110,195

Net income from discontinued operations

 
605

 

 
605

Net income attributable to common stock
$
89,313

 
$
73,742

 
$
201,417

 
$
110,800

 
 
 
 
 
 
 
 
Basic earnings per share attributable to common stock:
 
 
 
 
 
 
 
Continuing operations
$
0.57

 
$
0.47

 
$
1.29

 
$
0.70

Discontinued operations

 
0.01

 

 

Net income attributable to common stock
$
0.57

 
$
0.48

 
$
1.29

 
$
0.70

 
 
 
 
 
 
 
 
Weighted average basic shares outstanding
157,484

 
155,024

 
155,796

 
158,090

 
 
 
 
 
 
 
 
Diluted earnings per share attributable to common stock:
 
 
 
 
 
 
 
Continuing operations
$
0.56

 
$
0.47

 
$
1.28

 
$
0.70

Discontinued operations

 
0.01

 

 

Net income attributable to common stock
$
0.56

 
$
0.48

 
$
1.28

 
$
0.70

 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding
158,620

 
155,024

 
156,793

 
158,090


The accompanying notes are an integral part of these condensed consolidated financial statements.

3





QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
89,849

 
$
74,152

 
$
202,649

 
$
111,740

Other comprehensive income, net of tax provision:
 
 
 
 
 
 
 
Foreign currency translation adjustment, net of tax of $0, $0, $0 and $0
38,980

 
(11,805
)
 
79,486

 
51,864

Other comprehensive income (loss)
38,980

 
(11,805
)
 
79,486

 
51,864

Comprehensive income
128,829

 
62,347

 
282,135

 
163,604

 Less: Comprehensive income attributable to non-controlling interests
536

 
410

 
1,232

 
940

Total comprehensive income attributable to Quanta stockholders
$
128,293

 
$
61,937

 
$
280,903

 
$
162,664


The accompanying notes are an integral part of these condensed consolidated financial statements.

4




QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017

2016
 
2017
 
2016
Cash Flows from Operating Activities of Continuing Operations:
 

 
 

 
 
 
 
Net income
$
89,849

 
$
74,152

 
$
202,649

 
$
111,740

Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations—
 
 
 

 
 
 
 
Income from discontinued operations

 
(605
)
 

 
(605
)
Depreciation
48,426

 
42,678

 
135,769

 
126,607

Amortization of intangible assets
8,979

 
8,094

 
22,035

 
23,730

Equity in losses of unconsolidated affiliates
2,755

 
89

 
5,506

 
648

Amortization of debt issuance costs
339

 
339

 
1,017

 
1,017

Gain on sale of property and equipment
(451
)
 
(1,094
)
 
(617
)
 
(547
)
Foreign currency (gain) loss
1,022

 
(104
)
 
1,884

 
564

Provision for (recovery of) doubtful accounts
7

 
351

 
933

 
(576
)
Deferred income tax provision (benefit)
(1,980
)
 
(17,096
)
 
1,650

 
(22,238
)
Non-cash stock-based compensation
10,929

 
9,746

 
34,352

 
32,968

Changes in operating assets and liabilities, net of non-cash transactions
13,828

 
(185,078
)
 
(230,341
)
 
(68,215
)
Net cash provided by (used in) operating activities of continuing operations
173,703

 
(68,528
)
 
174,837

 
205,093

Cash Flows from Investing Activities of Continuing Operations:
 

 
 

 
 
 
 
Proceeds from sale of property and equipment
4,080

 
6,849

 
16,424

 
17,103

Additions of property and equipment
(62,997
)
 
(35,874
)
 
(168,278
)
 
(144,424
)
Cash paid for acquisitions, net of cash acquired
(352,887
)
 
(28,248
)
 
(360,522
)
 
(67,958
)
Investments in and return of equity from unconsolidated affiliates
(40,557
)
 
(1,993
)
 
(53,511
)
 
(7,381
)
Cash received from (paid for) other investments, net
676

 
802

 
(410
)
 
1,882

Cash deposited to restricted cash
(659
)
 
(1,191
)
 
(778
)
 
(1,149
)
Net cash used in investing activities of continuing operations
(452,344
)
 
(59,655
)
 
(567,075
)
 
(201,927
)
Cash Flows from Financing Activities of Continuing Operations:
 

 
 

 
 
 
 
Borrowings under credit facility
812,503

 
709,100

 
2,060,597

 
2,060,088

Payments under credit facility
(541,040
)
 
(625,416
)
 
(1,664,424
)
 
(2,051,687
)
Payments on other long-term debt
(558
)
 
(860
)
 
(3,441
)
 
(6,407
)
Payments on short-term debt

 

 
(2,783
)
 
(4,711
)
Distributions to non-controlling interests
(443
)
 
(612
)
 
(1,806
)
 
(612
)
Payments related to tax withholding for share-based compensation
(329
)
 
(258
)
 
(18,134
)
 
(7,490
)
Exercise of stock options

 
146

 
25

 
360

Net cash provided by (used in) financing activities of continuing operations
270,133

 
82,100

 
370,034

 
(10,459
)
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
Net cash used in investing activities

 

 

 
(6,080
)
Net cash used in discontinued operations

 

 

 
(6,080
)
 
 
 
 
 
 
 
 
Effect of foreign exchange rate changes on cash and cash equivalents
475

 
1,105

 
1,553

 
1,968

Net decrease in cash and cash equivalents
(8,033
)
 
(44,978
)
 
(20,651
)
 
(11,405
)
Cash and cash equivalents, beginning of period
99,565

 
162,344

 
112,183

 
128,771

Cash and cash equivalents, end of period
$
91,532

 
$
117,366

 
$
91,532

 
$
117,366

 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
BUSINESS AND ORGANIZATION:
Quanta Services, Inc. (Quanta) is a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power, oil and gas and communications industries in the United States, Canada and Australia and select other international markets. Quanta reports its results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services.
Electric Power Infrastructure Services Segment
The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure utilizing unique bare hand and hot stick methods and Quanta’s proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, the segment also provides comprehensive communications infrastructure services to wireline, fiber and wireless carrier customers within the communications industry; services in connection with the construction of electric power generation facilities; the design, installation, maintenance and repair of commercial and industrial wiring; and the installation of traffic networks and cable and control systems for light rail lines.
Oil and Gas Infrastructure Services Segment
The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. Quanta also serves the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure. Through a recent acquisition discussed below, Quanta expanded its service offerings in this segment to include high-pressure and critical-path turnaround services to the downstream and midstream energy markets and enhanced its capabilities with respect to instrumentation and electrical services, piping, fabrication and storage tank services.
Acquisitions
On July 20, 2017, Quanta acquired Stronghold, Ltd. and Stronghold Specialty, Ltd. (collectively Stronghold), a specialized services business located in the United States that provides high-pressure and critical-path solutions to the downstream and midstream energy markets. The results of the acquired business are generally included in Quanta’s Oil and Gas Infrastructure Services segment and have been included in Quanta’s consolidated financial statements beginning on the date of acquisition.
During the nine months ended September 30, 2017, Quanta also completed two other acquisitions, which included a communications infrastructure services contractor and an electrical and communications contractor, both located in the United States. The results of these acquired businesses are generally included in Quanta’s Electric Power Infrastructure Services segment and have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition.
During 2016 , Quanta completed five acquisitions. The results have been included in Quanta’s consolidated financial statements beginning on the respective dates of acquisition. See further discussion regarding these acquisitions in Note 4 .

6

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The condensed consolidated financial statements of Quanta include the accounts of Quanta Services, Inc. and its wholly owned subsidiaries, which are also referred to as its operating units. The condensed consolidated financial statements also include the accounts of certain of Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, as discussed in the following summary of significant accounting policies. Investments in affiliated entities in which Quanta does not have a controlling financial interest, but over which Quanta has significant influence, usually because Quanta holds a voting interest of between 20% and 50%, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to Quanta include Quanta Services, Inc. and its consolidated subsidiaries.
Interim Condensed Consolidated Financial Information
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (US GAAP), have been condensed or omitted pursuant to those rules and regulations. Quanta believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations and comprehensive income for the interim periods are not necessarily indicative of the results for the entire fiscal year. The results of Quanta have historically been subject to significant seasonal fluctuations.
Quanta recommends that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto of Quanta and its consolidated subsidiaries included in Quanta’s Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the SEC on March 1, 2017 .
Reclassifications
Quanta reclassified certain prior period amounts related to stock-based compensation on the condensed consolidated statements of cash flows to conform to the current period presentation under a recently adopted accounting update. Additionally, certain reclassifications have been made to the prior year’s condensed consolidated statements of operations to conform to classifications in the current year.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses recognized during the periods presented. Quanta reviews all significant estimates affecting its consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on Quanta’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in Quanta’s assessment of the allowance for doubtful accounts, valuation of inventory, useful lives of assets, fair value assumptions in analyzing goodwill, other intangibles and long-lived asset impairments, equity and other investments, loan receivables, purchase price allocations, acquisition-related contingent consideration, liabilities for self-insured and other claims and guarantees, multiemployer pension plan withdrawal liabilities, revenue recognition for construction contracts inclusive of contractual change orders and claims, share-based compensation, operating results of reportable segments, as well as the provision for income taxes and the calculation of uncertain tax positions.
Cash and Cash Equivalents
Quanta had cash and cash equivalents of $91.5 million and $112.2 million as of September 30, 2017 and December 31, 2016 . Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. Quanta considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, which are carried at fair value. At September 30, 2017 and December 31, 2016 , cash equivalents were $8.3 million and $8.8 million , and consisted primarily of money market investments and money market mutual funds and are discussed further in Fair Value

7

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Measurements below. As of September 30, 2017 and December 31, 2016 , cash and cash equivalents held in domestic bank accounts were $25.0 million and $19.5 million , and cash and cash equivalents held in foreign bank accounts were $66.5 million and $92.7 million . As of September 30, 2017 and December 31, 2016 , cash and cash equivalents held by Quanta’s investments in joint ventures, which are either consolidated or proportionately consolidated, were $34.0 million and $11.5 million , of which $10.0 million and $10.0 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support joint venture operations, but Quanta cannot utilize those assets to support its other operations. Quanta generally has no right to the joint ventures’ cash and cash equivalents other than participating in distributions and in the event of dissolution.
Current and Long-Term Accounts and Notes Receivable and Allowance for Doubtful Accounts
Quanta provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customer’s access to capital, the customer’s willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. Quanta considers accounts receivable delinquent after 30 days but does not generally include delinquent accounts in its analysis of the allowance for doubtful accounts unless the accounts receivable have been outstanding for at least 90 days. In addition to balances that have been outstanding for 90 days or more, Quanta also includes accounts receivable balances that relate to customers in bankruptcy or with other known difficulties in its analysis of the allowance for doubtful accounts. Material changes in customers’ business or cash flows, which may be impacted by negative economic and market conditions, could affect Quanta’s ability to collect amounts due from them. As of September 30, 2017 and December 31, 2016 , Quanta had allowances for doubtful accounts on current receivables of $5.1 million and $2.8 million . Long-term accounts receivable are included within other assets.
Should customers experience financial difficulties or file for bankruptcy, or should anticipated recoveries relating to receivables in existing bankruptcies or other workout situations fail to materialize, Quanta could experience reduced cash flows and losses in excess of current allowances provided.
The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on Quanta’s experience with similar contracts in recent years, the majority of the retainage balances at each balance sheet date are expected to be collected within the next twelve months. Current retainage balances as of September 30, 2017 and December 31, 2016 were $298.4 million and $231.0 million and were included in “Accounts receivable.” Retainage balances with settlement dates beyond the next twelve months were included in “Other assets, net,” and as of September 30, 2017 and December 31, 2016 were $26.8 million and $5.2 million .
Within accounts receivable, Quanta recognizes unbilled receivables in circumstances such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date; costs have been incurred but are yet to be billed under cost-reimbursement type contracts; or amounts arise from routine lags in billing (for example, work completed one month but not billed until the next month). These balances do not include revenues accrued for work performed under fixed-price contracts as these amounts are recorded as costs and estimated earnings in excess of billings on uncompleted contracts. At September 30, 2017 and December 31, 2016 , the balances of unbilled receivables included in accounts receivable were $393.0 million and $206.8 million .
Goodwill and Other Intangibles
Quanta has recorded goodwill in connection with its historical acquisitions of companies. Upon acquisition, these companies were either combined into one of Quanta’s existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which Quanta performs at the operating unit level for each operating unit that carries a balance of goodwill. Each of Quanta’s operating units is organized into one of two internal divisions: the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. As most of the companies acquired by Quanta provide multiple types of services for multiple types of customers, these divisional designations are based on the predominant type of work performed by each operating unit at the point in time the divisional designation is made. Goodwill is required to be measured for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Quanta has determined that its individual operating units represent its reporting units for the purpose of assessing goodwill impairments.
Quanta has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If Quanta believes that, as a result of its qualitative assessment, it is more likely

8

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Quanta can choose to perform the qualitative assessment on none, some or all of its reporting units. Quanta can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance, or a sustained decrease in share price, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units.
Quanta’s goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. For instance, a decrease in Quanta’s market capitalization below book value, a significant change in business climate or loss of a significant customer, as well as the qualitative indicators referenced above, may trigger the need for interim impairment testing of goodwill for one or all of its reporting units. The first step of the two-step fair value based test involves comparing the fair value of each of Quanta’s reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense.
Quanta determines the fair value of its reporting units using a weighted combination of the discounted cash flow, market multiple and market capitalization valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, among others, revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions. Quanta believes the estimates and assumptions used in its impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated.
Under the discounted cash flow method, Quanta determines fair value based on the estimated future cash flows of each reporting unit, discounted to present value using risk-adjusted industry discount rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization (EBITDA). The EBITDA multiples for each reporting unit are based on trailing twelve-month comparable industry data.
Under the market multiple and market capitalization approaches, Quanta determines the estimated fair value of each of its reporting units by applying transaction multiples to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. For the market capitalization approach, Quanta adds a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants.
For recently acquired reporting units, a step one impairment test may indicate an implied fair value that is substantially similar to the reporting unit’s carrying value. Such similarities in value are generally an indication that management’s estimates of future cash flows associated with the recently acquired reporting unit remain relatively consistent with the assumptions that were used to derive its initial fair value.
During the fourth quarter of 2016 , a two-step fair-value based goodwill impairment analysis was performed for each of Quanta’s reporting units, and no reporting units were evaluated solely on a qualitative basis. Step one of the analysis indicated that the implied fair value of each of Quanta’s reporting units, other than recently acquired reporting units and the reporting units that recorded goodwill impairment charges in 2015, was substantially in excess of its carrying value.
As discussed generally above, when evaluating the 2016 step one impairment test results, management considered many factors in determining whether or not an impairment of goodwill for any reporting unit was reasonably likely to occur in future periods, including future market conditions and the economic environment in which Quanta’s reporting units were operating. Additionally, management considered the sensitivity of its fair value estimates to changes in certain valuation assumptions. After taking into account a 10% decrease in the fair value of each of Quanta’s reporting units, two reporting units within Quanta’s Oil and Gas Infrastructure Division had fair values below their respective carrying values. Quanta recorded asset impairment charges

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(Unaudited)


for these reporting units in 2015. The fair values determined in 2016 for these reporting units were consistent with the fair values determined in 2015 and approximated their current carrying values, and therefore no impairment was required. Circumstances such as market declines, unfavorable economic conditions, loss of a major customer or other factors could increase the risk of impairment of goodwill for these reporting units in future periods.
If an operating unit experiences prolonged periods of declining revenues, operating margins or both, it may be at risk of failing step one of the goodwill impairment test. Certain operating units have experienced declines over the short-term due to challenging macroeconomic conditions in certain geographic areas and low oil and natural gas prices, which have negatively impacted customer spending and resulted in project cancellations and delays. Additionally, customer capital spending has been constrained as a result of an increasingly complex regulatory and permitting environment. Certain operating units within Quanta’s Oil and Gas Infrastructure Services Division that primarily operate within the midstream and smaller-scale transmission market have continued to be negatively impacted by these factors. Goodwill and intangible assets associated with these operating units were $72.2 million and $11.5 million at September 30, 2017 . Quanta monitors these conditions and others to determine if it is necessary to perform step one of the fair-value based impairment test for one or more operating units prior to the annual impairment assessment. No interim impairment charges were recorded during the nine months ended September 30, 2017 . Although Quanta is not aware of circumstances that would lead to a goodwill impairment at a reporting unit currently, circumstances such as a continued market decline, the loss of a major customer or other factors could impact the valuation of goodwill in the future.
Quanta’s intangible assets include customer relationships, backlog, trade names, non-compete agreements, patented rights and developed technology, all subject to amortization. The value of customer relationships is estimated as of the date a business is acquired based on the value-in-use concept utilizing the income approach, specifically the excess earnings method. This analysis consists of discounting to present value the projected cash flows attributable to the customer relationships, with consideration given to customer contract renewals and estimated customer attrition rates, the importance of existing customer relationships to Quanta’s business plan, income taxes and required rates of return. Quanta values backlog for acquired businesses as of the acquisition date based upon the contractual nature of the backlog within each service line, discounted to present value. The value of trade names is estimated using the relief-from-royalty method of the income approach. This approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty for use of the trade name.
Quanta amortizes intangible assets based upon the estimated consumption of their economic benefits, or on a straight-line basis if the pattern of economic benefit cannot otherwise be reliably estimated. Intangible assets subject to amortization are reviewed for impairment and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for interim impairment testing of intangible assets. An impairment loss would be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.
Investments in Affiliates and Other Entities
In the normal course of business, Quanta enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Quanta in business entities, including general or limited partnerships, contractual joint ventures, or other forms of equity or profit participation. These investments may also include Quanta’s participation in different financing structures, such as the extension of loans to project specific entities, the acquisition of convertible notes issued by project specific entities, or other strategic financing arrangements. Quanta also enters into strategic partnerships with customers and infrastructure investors to provide fully integrated infrastructure services on certain projects, including planning and feasibility analyses, engineering, design, procurement, construction and project operation and maintenance. These projects include public-private partnerships, private infrastructure projects and concessions, along with build, own, operate and transfer and build to suit arrangements. As part of this strategy, during the nine months ended September 30, 2017, Quanta formed a partnership with select investors that provides $1.0 billion of capital, including $80.0 million from Quanta, available to invest in certain of these infrastructure projects through July 1, 2024. Wholly owned subsidiaries of Quanta serve as the general partner of this partnership and as an independently operated registered investment adviser that manages the invested capital.
Quanta determines whether investments involve a variable interest entity (VIE) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Quanta is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb significant losses of, or the right to receive significant benefits from, the VIE. When Quanta is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a non-controlling interest. In cases where Quanta determines that it has an undivided interest in the assets, liabilities, revenues and profits of an unincorporated VIE (e.g., a general partnership interest), such amounts are consolidated on a basis proportional to Quanta’s ownership interest in the

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(Unaudited)


unincorporated entity.
Investments in entities of which Quanta is not the primary beneficiary, but over which Quanta has the ability to exercise significant influence, are accounted for using the equity method of accounting. Quanta’s share of net income or losses from unconsolidated equity investments is reported as equity in earnings (losses) of unconsolidated affiliates, which is included in “Other income (expense)” in the condensed consolidated statements of operations. Equity investments are reviewed for impairment by assessing whether any decline in the fair value of the investment below the carrying value is other than temporary. In making this determination, factors such as the ability to recover the carrying amount of the investment and the inability of the investee to sustain an earnings capacity are evaluated in determining whether a loss in value should be recognized. Any impairment losses related to investments would be recognized in equity in earnings (losses) of unconsolidated affiliates. Equity method investments are carried at original cost and are included in “Other assets, net” in the condensed consolidated balance sheets and are adjusted for Quanta’s proportionate share of the investees’ income, losses and distributions.
Quanta has a minority ownership interest in a limited partnership that was selected during 2014 to build, own and operate a new electric transmission line and two substations in Alberta, Canada. The limited partnership contracted with a Quanta subsidiary to perform the engineering, procurement and construction (EPC) services for the project, and the Quanta subsidiary recognizes revenue and related cost of services as performance progresses on the project. However, due to Quanta’s ownership interest, a proportional amount of the EPC profit is deferred until the electric transmission line and related substations are constructed and ownership of the assets is deemed to be transferred to the third party customer. The profit deferral has been recorded as a decrease to the equity method investment included in “Other assets, net” in the accompanying condensed consolidated balance sheets and as a component of equity in earnings (losses) of unconsolidated affiliates, which is included in “Other income (expense)” in the condensed consolidated statements of operations. See Notes 8 and 10 for additional disclosures related to investments.
Revenue Recognition
Quanta provides its services pursuant to master service agreements, repair and maintenance contracts and fixed price and non-fixed price installation contracts. Pricing under these contracts may be competitive unit price, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition, and Quanta recognizes revenue as units are completed based on pricing established with the customer for each delivered unit, which best reflects the pattern in which the obligation to the customer is fulfilled. Under cost-plus/hourly and time and materials type contracts, Quanta recognizes revenue on an input basis, as labor hours are incurred and services are performed.
Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Such contracts provide that the customer accept completion of progress to date and compensate Quanta for services rendered, which may be measured in terms of units installed, hours expended, costs incurred to date compared to total estimated contract costs or some other measure of progress. Contract costs include all direct materials, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Much of the material associated with Quanta’s work is owner-furnished and is therefore not included in contract revenues and costs. The cost estimation process is based on professional knowledge and experience of Quanta’s engineers, project managers and financial professionals. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of contract value and estimated costs, and as a result, the profit recognized.
Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors including unforeseen circumstances not included in Quanta’s cost estimates or covered by its contracts for which it cannot obtain adequate compensation, including concealed or unknown environmental conditions; changes in the cost of equipment, commodities, materials or labor; unanticipated costs or claims due to customer-caused delays, customer failure to provide required materials or equipment, errors in engineering, specifications or designs, project modifications, or contract termination and Quanta’s inability to obtain reimbursement for such costs or recover on such claims; weather conditions; and quality issues requiring rework or replacement. These factors, along with other risks inherent in performing fixed price contracts may cause actual revenues and gross profits for a project to differ from previous estimates and could result in reduced profitability or losses on projects. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined. These factors are routinely evaluated on a project-by-project basis throughout the project term, and the impact of corresponding revisions in management’s estimates of contract value, contract cost and contract profit are recorded as necessary in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Quanta’s operating results for the three and nine months ended September 30, 2017 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at the beginning of the respective periods. Quanta’s operating results for the three months ended September 30, 2016 were positively impacted by 6.3% as a result of aggregate changes in contract estimates related to projects that were in progress at June 30, 2016 , primarily due to the aggregate positive impact of numerous individually immaterial changes in estimates, which was generally due to better than expected performance. Quanta’s operating results for the nine months ended September 30, 2016 were impacted by less than 5% as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2015 . However, operating results for the three and nine months ended September 30, 2016 included losses of $3.0 million and $54.8 million on a power plant construction project in Alaska due to performance issues that increased the estimated costs of the project. This project was substantially completed during the fourth quarter of 2016. The losses on this project were partially offset by the aggregate positive impact of numerous individually immaterial changes in profitability generally due to better than expected performance on projects that were in progress at December 31, 2015 .
The current asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed for contracts accounted for under the percentage-of-completion method. The current liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized for contracts accounted for under the percentage-of-completion method.
Quanta may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Quanta determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. Quanta treats items as costs of contract performance in the period incurred if it is not probable that the costs will be recovered or will recognize revenue if it is probable that the contract price will be adjusted and can be reliably estimated.
As of September 30, 2017 and December 31, 2016 , Quanta recognized revenues of $115.5 million and $137.8 million related to change orders and/or claims that were in the process of being negotiated in the normal course of business.
These aggregate contract price adjustments represent management’s best estimate of additional contract revenues which have been earned and which management believes are probable of collection. The amounts ultimately realized by Quanta upon final acceptance by its customers could be higher or lower than such estimated amounts; however, such amounts cannot currently be estimated.
Income Taxes
Quanta follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled.
Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated.
Quanta records reserves for income taxes related to certain tax positions in those instances where Quanta considers it more likely than not that additional taxes may be due in excess of amounts reflected on income tax returns filed. When recording reserves for expected tax consequences of uncertain positions, Quanta assumes that taxing authorities have full knowledge of the position and all relevant facts. Quanta continually reviews exposure to additional tax obligations, and as further information is known or events occur, changes in tax reserves may be recorded. To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.
As of September 30, 2017 , the total amount of unrecognized tax benefits relating to uncertain tax positions was $31.8 million , a decrease from December 31, 2016 of $3.4 million . This decrease in unrecognized tax benefits resulted primarily from a $6.2 million decrease in reserves for uncertain tax positions resulting from the expiration of statute of limitations periods, partially offset by tax positions to be taken for 2017 . Although the Internal Revenue Service completed its examination related to tax years 2010, 2011 and 2012 during the year ended December 31, 2016 , certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $13.7 million as a result of settlement of these examinations or as a

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(Unaudited)


result of the expiration of certain statute of limitations periods.
U.S. federal and state and foreign income tax laws and regulations are voluminous and are often ambiguous. As such, Quanta is required to make many subjective assumptions and judgments regarding its tax positions that could materially affect amounts recognized in its future consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive income.
Earnings Per Share
Basic and diluted earnings per share attributable to common stock are computed using the weighted average number of common shares outstanding during the periods. Exchangeable shares that were issued pursuant to certain of Quanta’s historical acquisitions (as further discussed in Note 8), which are exchangeable on a one-for-one basis with shares of Quanta common stock, have been included in the calculation of weighted average shares outstanding for basic and diluted earnings per share attributable to common stock for the portion of the periods that they were outstanding. Additionally, unvested stock-based awards that contain non-forfeitable rights to dividends or dividend equivalents (participating) have been included in the calculation of basic and diluted earnings per share attributable to common stock for the portion of the periods that they were outstanding. Diluted earnings per share attributable to common stock is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.
Self-Insurance
Quanta is insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. Quanta is generally self-insured for all claims that do not exceed the amount of the applicable deductible. Quanta also has employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.
Losses under all of these insurance programs are accrued based upon Quanta’s estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of Quanta’s liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate.
Collective Bargaining Agreements
Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at that time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict the union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.
Stock-Based Compensation
Quanta recognizes compensation expense for restricted stock, restricted stock units (RSUs) and performance units to be settled in common stock based on the fair value of the awards at the date of grant, net of estimated forfeitures. The fair value of these awards is generally determined based on the number of shares or units granted and the closing price of Quanta’s common stock on the date of grant; however, the fair value of performance units with market-based metrics is determined using a Monte Carlo simulation valuation methodology. An estimate of future forfeitures, based on historical data, is utilized to determine the period expense. Such estimates are subject to change and may impact the value that will ultimately be recognized as compensation expense. The resulting compensation expense for performance unit and time-based RSU awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, and the resulting compensation expense for performance-based RSU awards is recognized using the graded vesting method over the requisite service period. The compensation

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(Unaudited)


expense related to performance units can also vary from period to period based on changes in the total number of performance units that Quanta anticipates will vest. Payments made by Quanta to satisfy employee tax withholding obligations associated with awards settled in common stock are classified as financing cash flows.
Compensation expense associated with liability-based awards, such as RSUs that are expected to or may settle in cash, is recognized based on a remeasurement of the fair value of the award at the end of each reporting period. Upon settlement, the holders receive for each RSU an amount in cash equal to the fair market value on the settlement date of one share of Quanta common stock, as specified in the applicable award agreement. For additional information on Quanta’s restricted stock, RSU and performance unit awards, see Note 9.
Functional Currency and Translation of Financial Statements
The U.S. dollar is the functional currency for the majority of Quanta’s operations, which are primarily located within the United States. The functional currency for Quanta’s foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country where the foreign operating unit is located and transacts the majority of its activities, including billings, financing, payroll and other expenditures. The treatment of foreign currency translation gains or losses is dependent upon management’s determination of the functional currency, and when preparing the consolidated financial statements, Quanta translates the financial statements of its foreign operating units from their functional currency into U.S. dollars. Statements of operations, comprehensive income and cash flows are translated at average monthly rates, while balance sheets are translated at month-end exchange rates. The translation of the balance sheet results in translation gains or losses, which are included as a separate component of equity under “Accumulated other comprehensive income (loss).” Gains and losses arising from transactions not denominated in functional currencies are included within “Other income (expense)” in the condensed consolidated statements of operations.
Comprehensive Income
Components of comprehensive income include all changes in equity during a period except those resulting from changes in Quanta’s capital-related accounts. Quanta records other comprehensive income (loss) for foreign currency translation adjustments related to its foreign operations and for other revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income.
Litigation Costs and Reserves
Quanta records reserves when the likelihood of incurring a loss is probable and the amount of loss can be reasonably estimated. Costs incurred for litigation are expensed as incurred. Further details are presented in Note 10.
Fair Value Measurements
For disclosure purposes, qualifying assets and liabilities are categorized into three broad levels based on the priority of the inputs used to determine their fair values. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Certain assumptions and other information as they relate to these qualifying assets and liabilities are described below.
Contingent Consideration Liabilities. As of September 30, 2017 and December 31, 2016 , financial instruments required to be measured at fair value on a recurring basis consisted primarily of Quanta’s acquisition-related contingent consideration liabilities, which represent the estimated fair value of future amounts payable to the former owners of acquired businesses. Payment of such consideration is contingent on the future financial performance of the acquired businesses, and the fair value of such consideration is estimated by management based on entity-specific assumptions that are evaluated on an ongoing basis. As of September 30, 2017 and December 31, 2016 , the fair value of these contingent consideration liabilities totaled $70.9 million and $19.5 million , all of which was included in “Insurance and other non-current liabilities” on Quanta’s condensed consolidated balance sheet and none of which was earned as of such dates.
The fair values of the contingent consideration liabilities as of September 30, 2017 were determined using a Monte Carlo simulation valuation methodology based on probability-weighted financial performance projections and other inputs, including a discount rate and an expected volatility factor for each acquisition. The discount rates ranged from 1.1% to 1.8% depending on the settlement methods available and are generally based on a risk-free rate and/or Quanta’s cost of debt. The expected volatility factors ranged from 25.0% to 29.6% based on historical asset volatility of selected guideline public companies. The fair value determinations incorporate significant inputs not observable in the market. Accordingly, the level of inputs used for these fair value measurements is the lowest level (Level 3). Significant changes in any of these assumptions could result in a significantly higher or lower potential liability. Quanta expects a significant portion of these liabilities to be settled by late 2020 or early 2021.

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(Unaudited)


The majority of Quanta’s contingent consideration liabilities are subject to a maximum payment amount, which aggregated to $139.5 million as of September 30, 2017 . One contingent consideration liability is not subject to a maximum payout amount, and the fair value of that liability was $1.0 million as of September 30, 2017 .
Quanta’s aggregate contingent consideration liabilities can change due to additional business acquisitions, payments to settle outstanding liabilities, changes in the fair value of amounts owed, and foreign currency translation gains or losses. During the three and nine months ended September 30, 2017 , the acquisition of Stronghold increased Quanta’s contingent consideration liabilities by $51.1 million . During the three and nine months ended September 30, 2016 , acquisitions increased Quanta’s contingent consideration liabilities by $3.3 million and $18.7 million . Quanta made no payments related to contingent consideration during the three and nine months ended September 30, 2017 and no payments and a nominal payment during the three and nine months ended September 30, 2016 . Fair value adjustments will be reflected in operating income on Quanta’s condensed consolidated statements of operations. No changes in the fair value of Quanta’s contingent consideration liabilities have occurred during the three and nine months ended September 30, 2017 and 2016 .
Intangible Assets. In connection with Quanta’s acquisitions, identifiable intangible assets acquired typically include goodwill, backlog, customer relationships, trade names, covenants not-to-compete, patented rights and developed technology. Quanta utilizes the fair value premise as the primary basis for its valuation procedures, which is a market-based approach to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Quanta periodically engages the services of an independent valuation firm when a new business is acquired to assist management with this valuation process, including assistance with the selection of appropriate valuation methodologies and the development of market-based valuation assumptions. Based on these considerations, management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to determine the fair value of intangible assets acquired based on the appropriateness of each method in relation to the type of asset being valued. The assumptions used in these valuation methods are analyzed and compared, where possible, to available market data, such as industry-based weighted average costs of capital and discount rates, trade name royalty rates, public company valuation multiples and recent market acquisition multiples. In accordance with its annual impairment test during the quarter ended December 31, 2016 , the carrying amounts of such assets, including goodwill, were compared to their fair values. The level of inputs used for these fair value measurements is the lowest level (Level 3). Quanta uses the assistance of third party specialists to develop valuation assumptions. Quanta believes that these valuation methods appropriately represent the methods that would be used by other market participants in determining fair value.
Investments and Financing Instruments. Quanta also uses fair value measurements in connection with the valuation of its investments in private company equity interests and financing instruments. These valuations require significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Typically, the initial costs of these investments are considered to represent fair market value, as such amounts are negotiated between willing market participants. On a quarterly basis, Quanta performs an evaluation of its investments to determine if an other-than-temporary decline in the value of each investment has occurred and whether the recorded amount of each investment will be realizable. If an other-than-temporary decline in the value of an investment occurs, a fair value analysis would be performed to determine the degree to which the investment was impaired and a corresponding charge to earnings would be recorded during the period. These types of fair market value assessments are similar to other nonrecurring fair value measures used by Quanta, which include the use of significant judgment and available relevant market data. Such market data may include observations of the valuation of comparable companies, risk adjusted discount rates and an evaluation of the expected performance of the underlying portfolio asset, including historical and projected levels of profitability or cash flows. In addition, a variety of additional factors may be reviewed by management, including, but not limited to, contemporaneous financing and sales transactions with third parties, changes in market outlook and the third-party financing environment.
Other. The carrying values of cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of variable rate debt also approximates fair value. All of Quanta’s cash equivalents were categorized as Level 1 assets at September 30, 2017 and December 31, 2016 , as all values were based on unadjusted quoted prices for identical assets in an active market that Quanta has the ability to access.
3.
NEW ACCOUNTING PRONOUNCEMENTS:
Adoption of New Accounting Pronouncements
In July 2015 , the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. Quanta adopted this guidance effective January 1, 2017 , and the adoption of the update did not have a significant impact on Quanta’s consolidated financial statements or related disclosures.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


In March 2016 , the FASB issued an update that amends the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance requires companies with share-based payments to record all related tax effects at settlement (or expiration) through income tax expense on the statement of operations rather than through additional paid-in capital (APIC) within equity. This update also requires excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and requires cash paid by an employer when withholding shares for the employee portion of taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the classification of cash related to tax withholding, which requires retrospective application. Quanta adopted this guidance effective January 1, 2017 and will continue to estimate forfeitures of share-based payments. Quanta anticipates increased volatility of income tax expense after adoption of this guidance, and during the three and nine months ended September 30, 2017 recorded income tax benefits of $0.1 million and $5.1 million related to the settlement of share-based awards. APIC was not adjusted for amounts recorded prior to 2017, and therefore Quanta’s retained earnings were not affected by the adoption of this guidance. Additionally, $0.3 million and $7.5 million were reclassified from operating activities to financing activities on the statements of cash flows for the three and nine months ended September 30, 2016 associated with cash paid by Quanta to satisfy tax withholding obligations for share-settled awards. Further, the presentation of excess tax benefits on the statements of cash flows is now shown as cash flows from operating activities rather than in financing activities. The excess tax benefits reclassified to operating activities for the three and nine months ended September 30, 2016 were $0.5 million and $0.7 million .
In October 2016 , the FASB issued an update that amends the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. Quanta adopted this guidance on January 1, 2017 , and the adoption of the update did not have a significant impact on its consolidated financial statements or related disclosures.
Accounting Standards Not Yet Adopted
In May 2014 , the FASB issued an update that supersedes most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for fiscal years beginning on or after December 15, 2017 and can be applied on a full retrospective or modified retrospective basis, whereby the entity records a cumulative effect of initially applying this update at the date of initial application.
Quanta is currently evaluating the potential impact of this update on its consolidated financial statements and is planning to adopt the update using the modified retrospective transition method effective January 1, 2018 , which will result in a cumulative-effect adjustment recorded in retained earnings. Quanta has evaluated the impact of this update on a sample of contracts expected to be representative of the population of contracts that will generate revenues in 2018 and based on the sample results does not expect the update to materially affect its results of operations, financial position or cash flows. Quanta has begun evaluating the impact of this update on the remainder of its contracts that are anticipated to generate revenues in 2018 and is in the process of implementing changes to its processes and controls to meet the reporting and disclosure requirements of this update. 
In January 2016 , the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017 . Quanta is evaluating the impact of the new standard on its consolidated financial statements and will adopt the new standard by January 1, 2018 .
In February 2016 , the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018 . While Quanta continues to evaluate the effect of the standard on its consolidated financial statements, it is anticipated that the adoption of the standard will materially impact its statement of financial position.
In June 2016 , the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an

16

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


“expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019 . Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020 .
In August 2016 , the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows . These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 and requires application using a retrospective transition method. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018 .
In October 2016 , the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 . The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018 .
In November 2016 , the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows . The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 . The retrospective transition method will be required for this new guidance. Quanta is currently evaluating the impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018 .
In January 2017 , the FASB issued an update intended to clarify whether transactions should be accounted for as acquisitions or disposals of assets or businesses. When substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require, among other things, that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 and the prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2018 .
Also in January 2017 , the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for interim and annual reporting periods beginning after December 15, 2019 . The prospective transition method will be required for this new guidance. Quanta is currently evaluating the potential impact of this authoritative guidance on its consolidated financial statements and will adopt this guidance by January 1, 2020 .
In May 2017 , the FASB issued an update providing guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. A modification should be accounted for unless the following characteristics of the award are unchanged: the fair value, the vesting conditions and the classification as an equity instrument or a liability instrument. The update is effective for interim and annual periods beginning after December 15, 2017 and

17

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


is required to be applied prospectively. Quanta is evaluating the impact of the new accounting standard on its consolidated financial statements and will adopt the new standard by January 1, 2018 .
In August 2017 , the FASB issued an update which amends and simplifies existing guidance for presenting the economic effects of risk management activities in the financial statements. The update is effective for interim and annual periods beginning after December 15, 2018 . The amended presentation and disclosure guidance is required only prospectively, but certain amendments, if applicable, could require a cumulative-effect adjustment. Quanta is evaluating the impact of this new standard on its consolidated financial statements and will adopt the new standard by January 1, 2019 ; however, as of September 30, 2017 , Quanta had no hedging relationships outstanding.

4.
ACQUISITIONS:
On July 20, 2017, Quanta acquired Stronghold, a specialized services business located in the United States that provides high-pressure and critical-path solutions to the downstream and midstream energy markets. The aggregate consideration paid at closing for this acquisition was $360.0 million in cash and 2,693,680 shares of Quanta common stock, which had a fair value of approximately $81.3 million at the date of acquisition. Additionally, the acquisition includes the potential payment of up to $100.0 million of contingent consideration, payable if the acquired business achieves certain financial targets over a three -year period. Based on the estimated fair value of this contingent consideration, Quanta recorded a $51.1 million liability as of the date of acquisition. The results of the acquired business have generally been included in Quanta’s Oil and Gas Infrastructure Services segment and consolidated financial statements since the date of acquisition.
During the nine months ended September 30, 2017, Quanta also completed two other acquisitions, which included a communications infrastructure services contractor and an electrical and communications contractor, both located in the United States. The aggregate consideration for these acquisitions consisted of $11.9 million paid or payable in cash, subject to certain adjustments, and 288,666 shares of Quanta common stock, with a value of $8.3 million as of the respective acquisition dates. The results of the acquired businesses have generally been included in Quanta’s Electric Power Infrastructure Services segment and consolidated financial statements since the respective dates of acquisition.
During 2016 , Quanta completed five acquisitions. The results of four of the acquired companies are generally included in Quanta’s Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a communications services company located in Canada. Quanta also acquired a pipeline service contractor located in the United States, the results of which are generally included in Quanta’s Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million , payable if financial targets are achieved by certain of the acquired businesses. Based on the estimated fair value of this contingent consideration, Quanta recorded a total of $18.7 million in liabilities as of the applicable dates of acquisition. The results of the acquired businesses have been included in Quanta’s consolidated financial statements since the respective dates of acquisition.
Quanta is in the process of finalizing its assessments of the fair values of the acquired assets and assumed liabilities related to businesses acquired subsequent to September 30, 2016 , and further adjustments to the purchase price allocations may occur. As of September 30, 2017 , the estimated fair values of the net assets acquired and the estimated contingent consideration liabilities were preliminary, with possible updates primarily related to certain tax estimates, property and equipment, other intangible assets and the fair value of contingent consideration. The aggregate purchase consideration of the businesses acquired subsequent to September 30, 2016 through September 30, 2017 was preliminarily allocated to acquired assets and assumed liabilities, which resulted in a preliminary allocation of $97.4 million to net tangible assets, $103.8 million to identifiable intangible assets and $311.4 million to goodwill.

18

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table summarizes the aggregate consideration paid or payable as of September 30, 2017 for the 2017 acquisitions and 2016 acquisitions and presents the allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates, inclusive of any purchase price adjustments. This allocation requires a significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared (in thousands).
 
2017
 
2016
 
Stronghold
 
Other Acquisitions
 
All Acquisitions
Consideration:
 
 
 
 
 
Cash paid or payable
$
360,009

 
$
11,904

 
$
75,941

Value of Quanta common stock issued
81,337

 
8,267

 
1,508

Contingent consideration
51,084

 

 
18,683

Fair value of total consideration transferred or estimated to be transferred
$
492,430

 
$
20,171

 
$
96,132

 
 
 
 
 
 
Accounts receivable
$
77,478

 
$
7,157

 
$
14,414

Costs and estimated earnings in excess of billings on uncompleted contracts
22,496

 
193

 
1,237

Other current assets
20,914

 
170

 
8,582

Property and equipment
51,258

 
1,480

 
44,863

Other assets
1,513

 
12

 
2,553

Identifiable intangible assets
95,700

 
8,091

 
11,467

Current liabilities
(82,418
)
 
(2,798
)
 
(12,097
)
Deferred tax liabilities, net

 

 
(13,484
)
Other long-term liabilities
(48
)
 

 
(5,326
)
Total identifiable net assets
186,893

 
14,305

 
52,209

Goodwill
305,537

 
5,866

 
43,923

 
$
492,430

 
$
20,171

 
$
96,132

Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The 2017 and 2016 acquisitions strategically expanded Quanta’s Canadian, Australian and domestic electric power, oil and gas and communications service offerings, which Quanta believes contributes to the recognition of the goodwill. In connection with the 2017 acquisitions, as of the acquisition dates, goodwill of $5.9 million was recorded for the acquired businesses that were included within Quanta’s Electric Power Infrastructure Services Division, and goodwill of $305.5 million was recorded for Stronghold, which is included within Quanta’s Oil and Gas Infrastructure Services Division. In connection with the 2016 acquisitions, as of the acquisition dates and inclusive of purchase price adjustments, goodwill of $23.6 million was recorded for the acquired businesses included within Quanta’s Electric Power Infrastructure Services Division and goodwill of $20.3 million was recorded for the acquired business included within Quanta’s Oil and Gas Infrastructure Services Division. Goodwill of $311.4 million and $2.0 million related to the 2017 acquisitions and 2016 acquisitions is expected to be deductible for income tax purposes.

19

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table summarizes the estimated fair values of identifiable intangible assets for the 2017 acquisitions as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).    
 
Estimated
 
Weighted Average
 
Fair Value at
 
Amortization Period in Years
 
Acquisition Dates
 
at Acquisition Dates
Customer relationships
$
76,213

 
6.8
Backlog
333

 
2.0
Trade names
18,815

 
15.0
Non-compete agreements
8,430

 
5.0
Total intangible assets subject to amortization acquired in 2017 acquisitions
$
103,791

 
8.1

The unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors (in thousands, except per share amounts):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues
$
2,631,137

 
$
2,174,123

 
$
7,234,193

 
$
5,970,857

Gross profit
$
355,830

 
$
331,409

 
$
978,446

 
$
796,989

Selling, general and administrative expenses
$
205,025

 
$
184,014

 
$
614,819

 
$
541,328

Amortization of intangible assets
$
10,022

 
$
11,576

 
$
29,926

 
$
34,696

Net income from continuing operations
$
89,839

 
$
75,866

 
$
205,344

 
$
118,853

Net income from continuing operations attributable to common stock
$
89,303

 
$
75,456

 
$
204,112

 
$
117,913

 
 
 
 
 
 
 
 
Earnings per share from continuing operations:
 
 
 
 
 
 
 
Basic
$
0.56

 
$
0.48

 
$
1.29

 
$
0.73

Diluted
$
0.56

 
$
0.48

 
$
1.28

 
$
0.73


The pro forma combined results of operations for the three and nine months ended September 30, 2017 and 2016 were prepared by adjusting the historical results of Quanta to include the historical results of the 2017 acquisitions as if they occurred January 1, 2016 and the historical results of the 2016 acquisitions as if they occurred January 1, 2015 . These pro forma combined historical results were adjusted for the following: a reduction of interest expense as a result of the repayment of outstanding indebtedness of the acquired businesses; a reduction of interest income or an increase in interest expense as a result of the cash consideration paid net of cash received; an increase in amortization expense due to the incremental intangible assets recorded; changes in depreciation expense within cost of services to adjust acquired property and equipment to the acquisition date fair value and to conform with Quanta’s accounting policies; an increase in the number of outstanding shares of Quanta common stock; and reclassifications to conform the acquired companies’ presentation to Quanta’s accounting policies. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition-related costs or any cost savings or other synergies that resulted or may result from the acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.
Revenues of approximately $87.2 million and a loss from continuing operations before income taxes of approximately $6.4 million , which included $3.2 million of acquisition-related costs, were included in Quanta’s consolidated results of operations for the three months ended September 30, 2017 related to the 2017 acquisitions. Revenues of approximately $89.4 million and a loss from continuing operations before income taxes of approximately $8.2 million , which included $5.4 million of acquisition-related

20

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


costs, were included in Quanta’s consolidated results of operations for the nine months ended September 30, 2017 related to the 2017 acquisitions.

5. GOODWILL AND OTHER INTANGIBLE ASSETS:
A summary of changes in Quanta’s goodwill is as follows (in thousands):
 
Electric Power Infrastructure Services
Division
 
Oil and Gas Infrastructure Services
Division
 
Total
Balance at December 31, 2016:
 
 
 
 
 
     Goodwill
$
1,253,979

 
$
388,923

 
$
1,642,902

     Accumulated impairment

 
(39,733
)
 
(39,733
)
 
1,253,979

 
349,190

 
1,603,169

 
 
 
 
 
 
Goodwill acquired during 2017
5,866

 
305,537

 
311,403

Purchase price allocation adjustments
(619
)
 
(659
)
 
(1,278
)
Foreign currency translation adjustments
14,767

 
8,984

 
23,751

 
 
 
 
 
 
Balance at September 30, 2017:
 
 
 
 
 
     Goodwill
1,273,993

 
703,918

 
1,977,911

     Accumulated impairment

 
(40,866
)
 
(40,866
)
 
$
1,273,993

 
$
663,052

 
$
1,937,045

Adjustments primarily represent changes in deferred tax liability estimates and would not have had a material impact on the consolidated financial statements in prior periods had these adjustments been booked at the respective acquisition dates.
Also, as described in Note 2, Quanta’s operating units are organized into one of Quanta’s two internal divisions, and accordingly the goodwill associated with the operating units has been aggregated on a divisional basis in the table above. These divisions are closely aligned with Quanta’s reportable segments, and operating units are assigned to a division based on the predominant type of work performed. From time to time, an operating unit may be reorganized between divisions if its predominant business evolves.
Quanta’s intangible assets subject to amortization and the remaining weighted average amortization periods related to such assets were as follows (in thousands except for weighted average amortization periods, which are in years):
 
As of
 
As of
 
As of
 
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
Intangible
Assets
 
Accumulated
Amortization
 
Intangible
Assets, Net
 
Intangible
Assets
 
Accumulated
Amortization
 
Intangible
Assets, Net
 
Remaining Weighted Average Amortization Period in Years
Customer relationships
$
328,087

 
$
(129,000
)
 
$
199,087

 
$
244,329

 
$
(110,640
)
 
$
133,689

 
7.6
Backlog
136,529

 
(135,807
)
 
722

 
133,592

 
(132,441
)
 
1,151

 
1.0
Trade names
74,833

 
(15,929
)
 
58,904

 
54,723

 
(12,855
)
 
41,868

 
16.4
Non-compete agreements
37,906

 
(26,967
)
 
10,939

 
29,212

 
(25,546
)
 
3,666

 
4.2
Patented rights and developed technology
22,542

 
(17,176
)
 
5,366

 
22,480

 
(15,831
)
 
6,649

 
3.6
Total intangible assets subject to amortization
$
599,897

 
$
(324,879
)
 
$
275,018

 
$
484,336

 
$
(297,313
)
 
$
187,023

 
9.2
Amortization expense for intangible assets was $9.0 million and $8.1 million for the three months ended September 30, 2017 and 2016 and $22.0 million and $23.7 million for the nine months ended September 30, 2017 and 2016 .

21

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The estimated future aggregate amortization expense of intangible assets subject to amortization as of September 30, 2017 is set forth below (in thousands):
For the Fiscal Year Ending December 31,
 

Remainder of 2017
$
10,142

2018
39,381

2019
37,229

2020
35,824

2021
33,478

Thereafter
118,964

Total
$
275,018

6. PER SHARE INFORMATION:
The amounts used to compute the basic and diluted earnings per share attributable to common stock for the three and nine months ended September 30, 2017 and 2016 are illustrated below (in thousands):

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017

2016
 
2017
 
2016
Amounts attributable to common stock:
 

 
 

 
 
 
 
Net income from continuing operations
$
89,313

 
$
73,137

 
$
201,417

 
$
110,195

Net income from discontinued operations

 
605

 

 
605

Net income attributable to common stock
$
89,313

 
$
73,742

 
$
201,417

 
$
110,800

 
 
 
 
 
 
 
 
Weighted average shares:
 

 
 

 
 
 
 
Weighted average shares outstanding for basic earnings per share attributable to common stock
157,484

 
155,024

 
155,796

 
158,090

Effect of dilutive unvested non-participating stock-based awards
1,136

 

 
997

 

Weighted average shares outstanding for diluted earnings per share attributable to common stock
158,620

 
155,024

 
156,793

 
158,090

For purposes of calculating diluted earnings per share attributable to common stock, there were no adjustments required to derive Quanta’s net income attributable to common stock. Exchangeable shares that were issued pursuant to certain of Quanta’s historical acquisitions (as further discussed in Note 8), which are exchangeable on a one-for-one basis with shares of Quanta common stock, have been included in the calculation of weighted average shares outstanding for basic and diluted earnings per share attributable to common stock for the portion of the periods that they were outstanding. Additionally, unvested stock-based awards that contain non-forfeitable rights to dividends or dividend equivalents (participating) have been included in the calculation of basic and diluted earnings per share attributable to common stock for the portion of the periods that they were outstanding. Diluted earnings per share attributable to common stock is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive.

22

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


7. DEBT OBLIGATIONS:
Quanta’s long-term debt obligations consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Borrowings under credit facility
$
757,543

 
$
351,341

Other long-term debt, interest rates ranging from 2.4% to 4.3%
2,182

 
3,305

Capital leases, interest rates ranging from 2.5% to 5.5%
3,287

 
3,744

Total long-term debt obligations
763,012

 
358,390

Less — Current maturities of long-term debt
2,804

 
4,828

Total long-term debt obligations, net of current maturities
$
760,208

 
$
353,562

Quanta’s current maturities of long-term debt and short-term debt consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Short-term debt
$

 
$
2,735

Current maturities of long-term debt
2,804

 
4,828

Current maturities of long-term debt and short-term debt
$
2,804

 
$
7,563

Credit Facility
On December 18, 2015, Quanta entered into an amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility. As discussed further in Note 13, on October 31, 2017 , Quanta and the lenders entered into an amendment to the credit facility which, among other things, extended the maturity date from December 18, 2020 to October 31, 2022 and adjusted the interest rates applicable to certain borrowings. The entire amount available under the credit facility may be used by Quanta for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0 million of the credit facility may be used by certain subsidiaries of Quanta for revolving loans and letters of credit in certain alternative currencies. Up to $100.0 million of the credit facility may be used for swing line loans in U.S. dollars, up to $50.0 million of the credit facility may be used for swing line loans in Canadian dollars and up to $30.0 million of the facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, Quanta has the option to increase the revolving commitments by up to $400.0 million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.
As of September 30, 2017 , Quanta had $392.8 million of outstanding letters of credit and bank guarantees, $200.6 million of which were denominated in U.S. dollars and $192.2 million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. Quanta also had $757.5 million of outstanding revolving loans under the credit facility, $697.4 million of which were denominated in U.S. dollars and $60.1 million of which were denominated in Canadian dollars. The remaining $659.7 million was available for revolving loans or new letters of credit or bank guarantees. Borrowings under Quanta’s credit facility and the applicable interest rates during the three and nine months ended September 30, 2017 and 2016 were as follows (dollars in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Maximum amount outstanding under the credit facility during the period
$
917,895

 
$
518,556

 
$
917,895

 
$
518,607

Average daily amount outstanding under the credit facility
$
760,418

 
$
469,276

 
$
564,178

 
$
455,267

Weighted-average interest rate
2.66
%
 
2.16
%
 
2.60
%
 
2.11
%
Under the current credit agreement, from December 18, 2015 through the filing of Quanta’s compliance certificate in mid-November of 2017, amounts borrowed in U.S. dollars bear interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125% , as determined based on Quanta’s Consolidated Leverage Ratio (as described below), or (ii) the Base Rate (as described below) plus 0.125% to 1.125% , as determined based on Quanta’s

23

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125% , as determined based on Quanta’s Consolidated Leverage Ratio. Standby letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125% , based on Quanta’s Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275% , based on Quanta’s Consolidated Leverage Ratio. See Note 13 regarding changes to Quanta’s credit facility.
Quanta is also subject to a commitment fee of 0.20% to 0.40% , based on its Consolidated Leverage Ratio, on any unused availability under the credit agreement.
The Consolidated Leverage Ratio is the ratio of Quanta’s Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating Quanta’s Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0 million . The Base Rate equals the highest of (i) the Federal Funds Rate (as defined in the credit agreement) plus 0.5% , (ii) the prime rate publicly announced by Bank of America, N.A. and (iii) the Eurocurrency Rate plus 1.00% .
Subject to certain exceptions, the credit agreement is secured by substantially all the assets of Quanta and Quanta’s wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of Quanta’s wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of Quanta’s wholly owned U.S. subsidiaries. Quanta’s wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time Quanta maintains an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc.).
The credit agreement contains certain covenants, including (1) a maximum Consolidated Leverage Ratio of 3.0 to 1.0 (provided that in connection with certain permitted acquisitions in excess of $200.0 million , such ratio is 3.5 to 1.0 for the fiscal quarter in which the acquisition is completed and the two subsequent fiscal quarters) and (2) a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement) of 3.0 to 1.0. As of September 30, 2017 , Quanta was in compliance with all of the covenants in the credit agreement.
The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on Quanta’s assets. The credit agreement allows cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii) continued compliance with the financial covenants in the credit agreement; and (iii) at least $100.0 million of availability under the credit agreement and/or cash and cash equivalents on hand.
The credit agreement provides for customary events of default and contains cross-default provisions with Quanta’s underwriting, continuing indemnity and security agreement with its sureties and all of Quanta’s other debt instruments exceeding $100.0 million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that Quanta provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.
8. EQUITY:
Exchangeable Shares and Series F and Series G Preferred Stock
In connection with certain Canadian acquisitions, the former owners of the acquired companies received exchangeable shares of certain Canadian subsidiaries of Quanta, which may be exchanged at the option of the holders for Quanta common stock on a one -for-one basis. The holders of exchangeable shares can make an exchange only once in any calendar quarter and must exchange a minimum of either 50,000 shares or, if less, the total number of remaining exchangeable shares registered in the name of the holder making the request. Additionally, in connection with two of such acquisitions, Quanta issued one share of Quanta Series F preferred stock and one share of Quanta Series G preferred stock (the Preferred Stock) to voting trusts on behalf of the respective holders of the exchangeable shares issued in such acquisitions. Each share of the Preferred Stock provides the holders of such exchangeable shares voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding.
The holders of exchangeable shares associated with the Preferred Stock have rights equivalent to Quanta common stockholders with respect to voting, dividends and other economic rights. The holders of exchangeable shares not associated with

24

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


the Preferred Stock have rights equivalent to Quanta common stockholders with respect to dividends and other economic rights but do not have voting rights.
During the three months ended September 30, 2017 and 2016 , no and 0.3 million exchangeable shares were exchanged for Quanta common stock. During the nine months ended September 30, 2017 and 2016 , 2.5 million and 0.3 million exchangeable shares were exchanged for Quanta common stock. As of September 30, 2017 , both shares of the Preferred Stock remained outstanding and 4.0 million exchangeable shares remained outstanding, of which 3.9 million were associated with the Preferred Stock.
Treasury Stock
Shares withheld for tax withholding obligations
Under the stock incentive plans described in Note 9, the tax withholding obligations of employees upon vesting of restricted stock, RSUs and performance units settled in common stock are typically satisfied by Quanta making such tax payments and withholding the number of vested shares having a value on the date of vesting equal to the tax withholding obligation. For the settlement of these employee tax liabilities, Quanta withheld 0.5 million  and 0.4 million shares of Quanta common stock during the nine months ended September 30, 2017 and 2016 , with a total market value of $18.2 million and $7.5 million . These shares and the related costs to acquire them were accounted for as adjustments to the balance of treasury stock.
Notional amounts recorded related to deferred compensation plans
For RSUs and performance units that vest but the settlement of which is deferred under Quanta’s deferred compensation plans, Quanta records an amount to treasury stock and an offsetting amount to APIC. No shares are recorded as treasury stock at vesting as the shares of Quanta common stock associated with deferred equity awards are not issued. Upon settlement of the deferred equity awards and issuance of the associated Quanta common stock, the original accounting entry is reversed. The net amounts recorded to treasury stock related to the deferred compensation plans during the three months ended September 30, 2017 and 2016 were none and $0.3 million , and the net amounts recorded to treasury stock related to the deferred compensation plans during the nine months ended September 30, 2017 and 2016 were $3.4 million and $8.2 million . An aggregate of $17.7 million was included in treasury stock for notional amounts related to deferred compensation plans at September 30, 2017 .
Retirement of Treasury Stock
Effective December 1, 2016, Quanta retired 84.8 million shares of treasury stock. These retired shares were restored to the status of authorized and unissued shares as permitted by Delaware law. The retired stock had a carrying value of $1.95 billion . In accordance with Quanta’s policy, Quanta recorded the formal retirement of treasury stock by deducting the par value from common stock and the excess of cost over par value from APIC.
Stock repurchases
During the second quarter of 2017, Quanta’s board of directors approved a stock repurchase program that authorizes Quanta to purchase, from time to time through June 30, 2020, up to $300.0 million of its outstanding common stock (the 2017 Repurchase Program). Repurchases under the 2017 Repurchase Program can be made in open market and privately negotiated transactions. As of September 30, 2017 , Quanta had not repurchased any shares of its common stock under the 2017 Repurchase Program.
During the third quarter of 2015, Quanta’s board of directors approved a stock repurchase program that authorized Quanta to purchase, from time to time through February 28, 2017, up to $1.25 billion of its outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program were made in open market and privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement and an issuer repurchase plan. During 2015, Quanta repurchased 19.2 million shares of its common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.
During the third quarter of 2015, Quanta also entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of its common stock under the 2015 Repurchase Program. Under the terms of the ASR, Quanta paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of its common stock. The fair market value of these 25.7 million shares at the time of delivery was $600.0 million , and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the third quarter of 2015, reducing the weighted-average number of basic and diluted common shares used to calculate Quanta’s earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to APIC during the third quarter of 2015

25

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


and was reclassified from APIC to treasury stock upon final settlement of the ASR on April 12, 2016 . At final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments, Quanta received 9.4 million additional shares of its common stock from JPMorgan. Quanta repurchased a total of 54.3 million shares of its common stock at a cost of $1.20 billion under the 2015 Repurchase Program prior to its termination on February 28, 2017. Other than the shares received at settlement of the ASR in the second quarter of 2016, no common stock was repurchased in the nine months ended September 30, 2017 or 2016 under the 2015 Repurchase Program.
Other
Under Delaware corporate law, treasury stock is not counted for quorum purposes or entitled to vote.
Non-controlling Interests
Quanta holds investments in several joint ventures that provide infrastructure services under specific customer contracts. Quanta has determined that certain of these joint ventures are VIEs, with Quanta providing the majority of the infrastructure services to the joint venture, which management believes most significantly influences the economic performance of the joint venture. Management has concluded that Quanta is the primary beneficiary of each of the joint ventures determined to be VIEs and has accounted for each on a consolidated basis. The other parties’ equity interests in these joint ventures have been accounted for as “Non-controlling interests” in the accompanying condensed consolidated balance sheets. Net income attributable to the other joint venture members in the amounts of $0.5 million and $0.4 million for the three months ended September 30, 2017 and 2016 and $1.2 million and $0.9 million for the nine months ended September 30, 2017 and 2016 has been accounted for as a reduction of net income in deriving “Net income attributable to common stock” in the accompanying condensed consolidated statements of operations.
The carrying value of the investments held by Quanta in all of its VIEs was $2.7 million and $3.3 million at September 30, 2017 and December 31, 2016 . The carrying value of investments held by the non-controlling interests in these VIEs at September 30, 2017 and December 31, 2016 was $2.7 million and $3.3 million . During the three months ended September 30, 2017 and 2016 , distributions to non-controlling interests were $0.4 million and $0.6 million . During the nine months ended September 30, 2017 and 2016 , distributions to non-controlling interests were $1.8 million and $0.6 million . There were no other changes in equity as a result of transfers to/from the non-controlling interests during the nine months ended September 30, 2017 or 2016 . See Note 10 for further disclosures related to Quanta’s joint venture arrangements.
9. EQUITY-BASED COMPENSATION:
Stock Incentive Plans
On May 19, 2011 , Quanta’s stockholders approved the 2011 Omnibus Equity Incentive Plan (the 2011 Plan). The 2011 Plan provides for the award of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, RSUs, stock bonus awards, performance compensation awards (including performance units and cash bonus awards) or any combination of the foregoing. The purpose of the 2011 Plan is to attract and retain key personnel and provide participants with additional performance incentives by increasing their proprietary interest in Quanta. Employees, directors, officers, consultants or advisors of Quanta or its affiliates are eligible to participate in the 2011 Plan, as are prospective employees, directors, officers, consultants or advisors of Quanta who have agreed to serve Quanta in those capacities. An aggregate of 11,750,000 shares of Quanta common stock may be issued pursuant to awards granted under the 2011 Plan. Quanta also has a Restricted Stock Unit Plan (the RSU Plan), pursuant to which RSUs may be awarded to certain employees and consultants of Quanta’s Canadian operations. The 2011 Plan and the RSU Plan are referred to as the Plans.
Restricted Stock and RSUs to be Settled in Common Stock
During the three months ended September 30, 2017 and 2016 , Quanta granted 0.2 million and a nominal amount of RSUs to be settled in common stock under the 2011 Plan with weighted average grant date fair values of $32.76 and $24.92 . During the nine months ended September 30, 2017 and 2016 , Quanta granted 1.4 million and 1.8 million RSUs to be settled in common stock under the 2011 Plan with weighted average grant date fair values of $37.20 and $22.13 . The grant date fair value for awards of restricted stock and RSUs to be settled in common stock is based on the market value of Quanta common stock on the date of grant. RSUs to be settled in common stock are subject to forfeiture, restrictions on transfer and certain other conditions until vesting, which generally occurs in equal installments over a two -year, three -year or five -year period following the date of grant. Holders of RSUs to be settled in common stock are entitled to receive a cash dividend equivalent payment equal to any cash dividend payable on account of common shares.

26

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


During the three months ended September 30, 2017 and 2016 , vesting activity consisted of  0.1 million and a nominal amount of RSUs settled in common stock with an approximate fair value at the time of vesting of $1.1 million and $1.4 million . During the nine months ended September 30, 2017 and 2016 , vesting activity consisted of  1.5 million and 1.3 million shares of restricted stock and RSUs settled in common stock with an approximate fair value at the time of vesting of $55.4 million and $27.8 million .
During the three months ended September 30, 2017 and 2016 , Quanta recognized $9.9 million and $8.8 million in non-cash stock compensation expense related to restricted stock and RSUs to be settled in common stock. During the nine months ended September 30, 2017 and 2016 , Quanta recognized $31.2 million and $30.5 million in non-cash stock compensation expense related to restricted stock and RSUs to be settled in common stock. As of September 30, 2017 , there was $44.5 million of total unrecognized compensation cost related to unvested RSUs to be settled in common stock granted to both employees and non-employees. This cost is expected to be recognized over a weighted average period of 1.83  years.
Performance Units to be Settled in Common Stock
Performance units awarded pursuant to the 2011 Plan provide for the issuance of shares of common stock upon vesting. These performance units cliff-vest at the end of a three -year performance period based on achievement of certain performance metrics established by Quanta’s compensation committee, including company performance goals and, with respect to certain awards, Quanta’s total shareholder return as compared to a predetermined group of peer companies. The final number of earned and vested performance units can range from 0% to 200% of the initial award based on the level of achievement, as determined by Quanta’s compensation committee.
During each of the three months ended September 30, 2017 and 2016 , Quanta granted no performance units to be settled in common stock under the 2011 Plan. During each of the nine months ended September 30, 2017 and 2016 , Quanta granted 0.3 million performance units to be settled in common stock under the 2011 Plan with a weighted average grant date fair value of $17.63 and $22.86 per unit. The grant date fair value for awards of performance units without market-based metrics was based on the market value of Quanta common stock on the date of grant applied to the total number of performance units that Quanta anticipates will vest. The grant date fair value for awards of performance units with market-based metrics, which were granted in the nine months ended September 30, 2017 , was based on a fair value as determined using a Monte Carlo simulation valuation methodology using the following key inputs:
Valuation date stock price based on the March 22, 2017 closing stock price
$36.31
Expected volatility
36.00
%
Risk-free interest rate
1.46
%
Term in years
2.78

This fair value is expensed ratably over the three -year performance period and is adjusted for changes in the expected probability of achievement of the underlying goals and the resulting number of performance units anticipated to vest, so that the expense recognized is equivalent to the proportion of the three-year period that has expired, multiplied by the fair value of the number of performance units anticipated to vest. During the three months ended September 30, 2017 and 2016 , Quanta recognized $1.0 million and $1.0 million in compensation expense associated with performance units. During the nine months ended September 30, 2017 and 2016 , Quanta recognized $3.2 million and $2.5 million in compensation expense associated with performance units. During the three months ended September 30, 2017 and 2016 , no performance units vested, and no shares of common stock were issued in connection with performance units. During the nine months ended September 30, 2017 and 2016 , 0.1 million and no performance units vested, and 0.1 million and no shares of common stock were issued in connection with performance units. The fair value of the 0.1 million performance units that vested during the nine months ended September 30, 2017 was $4.3 million at the time of vesting.
RSUs to be Settled in Cash
Certain RSUs granted by Quanta under the Plans are settled solely in cash. These cash-settled RSUs are intended to provide plan participants with cash performance incentives that are substantially equivalent to the risks and rewards of equity ownership in Quanta, typically vest in equal installments over a two -year or three -year period following the date of grant, and are subject to forfeiture under certain conditions, primarily termination of service. Additionally, subject to certain restrictions, Quanta’s non-employee directors may elect to cash settle a portion of their RSU awards, which generally vest upon conclusion of the director service year. For RSUs settled in cash, the holders receive for each vested RSU an amount in cash equal to the fair market value of one share of Quanta common stock on the settlement date, as specified in the applicable award agreement.

27

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Compensation expense related to RSUs to be settled in cash was $2.3 million and $2.0 million for the three months ended September 30, 2017 and 2016 and $6.2 million and $4.9 million for the nine months ended September 30, 2017 and 2016 . Such expense is recorded in selling, general and administrative expenses. RSUs that are anticipated to be settled in cash are not included in the calculation of earnings per share, and the estimated earned value of such RSUs is classified as a liability. Quanta paid $1.4 million and $1.0 million to settle liabilities related to cash-settled RSUs in the three months ended September 30, 2017 and 2016 and $7.5 million and $4.4 million to settle liabilities related to cash-settled RSUs in the nine months ended September 30, 2017 and 2016 . Accrued liabilities for the estimated earned value of outstanding RSUs to be settled in cash were $3.8 million and $5.1 million at September 30, 2017 and December 31, 2016 .
10. COMMITMENTS AND CONTINGENCIES:
Investments in Affiliates and Other Entities
As described in Note 8, Quanta holds investments in certain joint ventures with third parties for the purpose of providing infrastructure services under certain customer contracts. Losses incurred by these joint ventures are generally shared ratably based on the percentage ownership of the joint venture members. However, each member of the joint venture typically is jointly and severally liable for all of the obligations of the joint venture under the contract with the customer, and therefore can be liable for full performance of the contract with the customer. In circumstances where Quanta’s participation in a joint venture qualifies as a general partnership, the joint venture partners are jointly and severally liable for all of the obligations of the joint venture, including obligations owed to the customer or any other person or entity. Quanta is not aware of circumstances that would lead to future claims against it for material amounts in connection with these joint and several liabilities.
In the joint venture arrangements entered into by Quanta, typically each joint venture party indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement. It is possible, however, that Quanta could be required to pay or perform obligations in excess of its share if the other party to the joint venture failed or refused to pay or perform its share of the obligations. Quanta is not aware of circumstances that would lead to future claims against it for material amounts that would not be indemnified.
During 2014, a limited partnership in which Quanta is a partner was selected for an engineering, procurement and construction (EPC) electric transmission project to construct approximately 500 kilometers of transmission line and two 500 kV substations. Quanta will provide turnkey EPC services for the entire project. As of September 30, 2017 , Quanta made aggregate contributions to this unconsolidated affiliate of $67.3 million , received $3.1 million as a return of capital and had outstanding additional capital commitments associated with this project of $25.4 million , which are anticipated to be paid in 2019.
Additionally, as of September 30, 2017 , Quanta had outstanding capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of $17.3 million , of which $0.4 million is expected to be paid in the fourth quarter of 2017 . The remaining $16.9 million of these capital commitments is anticipated to be paid by May 31, 2022 . As described in Note 2, Quanta formed a partnership with select infrastructure investors that provides $1.0 billion of capital, including $80.0 million from Quanta, available to invest in certain specified infrastructure projects through July 1, 2024.
Leases
Quanta leases certain land, buildings and equipment under non-cancelable lease agreements, including related party leases. The terms of these agreements vary from lease to lease, including some with renewal options and escalation clauses. The following schedule shows the future minimum lease payments under these leases as of September 30, 2017 (in thousands):
 
Operating Leases
Year Ending December 31 —
 

Remainder of 2017
$
34,740

2018
104,091

2019
69,368

2020
43,544

2021
24,880

Thereafter
39,971

Total minimum lease payments
$
316,594


28

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Rent expense related to operating leases was $67.4 million and $63.0 million for the three months ended September 30, 2017 and 2016 and $200.2 million and $177.8 million for the nine months ended September 30, 2017 and 2016 .
Quanta has guaranteed the residual value on certain of its equipment operating leases. Quanta has agreed to pay any difference between this residual value and the fair market value of the underlying asset at the date of termination of the leases. At September 30, 2017 , the maximum guaranteed residual value was $614.0 million . Quanta believes that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that significant payments will not be required in the future.
Contingent Consideration
As discussed in further detail in Note 2, Quanta is obligated to pay contingent consideration amounts to the former owners of certain acquired businesses in the event that such acquired businesses achieve specified financial performance metrics. As of September 30, 2017 and December 31, 2016 , the estimated fair value of Quanta’s contingent consideration liabilities totaled $70.9 million and $19.5 million .
Committed Expenditures
Quanta has capital commitments for the expansion of its vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of September 30, 2017 , $4.7 million of production orders were issued with expected delivery dates in 2017 , and $1.9 million of production orders were issued with expected delivery dates in 2018 . Although Quanta has committed to purchase these vehicles at the time of their delivery, Quanta anticipates that these orders will be assigned to third party leasing companies and made available to Quanta under certain of its master equipment lease agreements, thereby releasing Quanta from its capital commitments.
Legal Proceedings
Quanta is from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, Quanta records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, Quanta discloses matters for which management believes a material loss is at least reasonably possible. Except as otherwise stated below, none of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on Quanta’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.
Maurepas Project Dispute . During the third quarter of 2017, Maurepas Pipeline, LLC (Maurepas) notified QPS Engineering, LLC (QPS), a subsidiary of Quanta, of Maurepas’ assertion of a claim for liquidated damages allegedly arising from delay in mechanical completion of a project in Louisiana. Quanta disputes the claim and believes that QPS is not responsible for liquidated damages under the contract terms. The matter remains subject to contractual dispute resolution measures; however, either party may choose to institute a formal legal proceeding upon completion of such measures. If, upon final resolution of this matter, Quanta is unsuccessful, any such liquidated damages would be recorded by QPS as additional costs on the project, and Quanta believes the range of reasonably possible loss could be up to $22.0 million , which is the maximum liability for liquidated damages pursuant to the contract terms. 
Lorenzo Benton v. Telecom Network Specialists, Inc., et al.  In June 2006, plaintiff Lorenzo Benton filed a class action complaint in the Superior Court of California, County of Los Angeles, alleging various wage and hour violations against Telecom Network Specialists (TNS), a former subsidiary of Quanta. Quanta retained liability associated with this matter pursuant to the terms of Quanta’s sale of TNS in December 2012. Benton represents a class of workers that includes all persons who worked on certain TNS projects, including individuals that TNS retained through numerous staffing agencies. The plaintiff class in this matter is seeking damages for unpaid wages, penalties associated with the failure to provide meal and rest periods and overtime wages, interest and attorneys’ fees. In January 2017, the trial court granted a summary judgment motion filed by the plaintiff class and found that TNS was a joint employer of the class members and that it failed to provide adequate meal and rest breaks and failed to pay overtime wages. During the third quarter of 2017, a final motion for summary judgment on damages was filed by the plaintiff

29

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


class seeking approximately $11.1 million for its claims. Quanta believes the court’s decision on liability is not supported by controlling law and continues to contest its liability and the damage calculation asserted by the plaintiff class in this matter.
Additionally, in November 2007, TNS filed cross complaints for indemnity and breach of contract against the staffing agencies, which employed many of the individuals in question. In December 2012, the trial court heard cross-motions for summary judgment filed by TNS and the staffing agencies pertaining to TNS’s demand for indemnity. The court denied TNS’s motion and granted the motions filed by the staffing agencies; however, the California Appellate Court reversed the trial court’s decision in part and instructed the trial court to reconsider its ruling. In February 2017, the court denied a new motion for summary judgment filed by the staffing companies and stated that the staffing companies were liable to TNS for any damages owed to the class members that the staffing companies employed. TNS has filed a motion for summary judgment to formalize the trial court’s decision regarding the staffing companies’ liability.
The final amount of liability, if any, payable in connection with this matter remains the subject of pending litigation and will ultimately depend on various factors, including the outcome of Quanta’s appeal of the trial court’s ruling on liability, the final determination with respect to any damages owed by Quanta, and the solvency of the staffing agencies. Based on review and analysis of the trial court’s rulings on liability, Quanta does not believe, at this time, that it is probable this matter will result in a material loss. However, if Quanta is unsuccessful in this litigation and the staffing agencies are unable to fund damages owed to class members, Quanta believes the range of reasonably possible loss to Quanta upon final resolution of this matter could be up to approximately $11.1 million , plus attorneys’ fees and expenses of the plaintiff class.
For additional information regarding other pending legal proceedings, see Collective Bargaining Agreements in this Note 10.
Concentrations of Credit Risk
Quanta is subject to concentrations of credit risk related primarily to its cash and cash equivalents and net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of Quanta’s cash and cash equivalents are managed by what it believes to be high credit quality financial institutions. In accordance with Quanta’s investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what Quanta believes to be high quality cash and cash equivalent investments, which consist primarily of interest-bearing demand deposits, money market investments, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although Quanta does not currently believe the principal amount of these cash and cash equivalents is subject to any material risk of loss, changes in economic conditions could impact the interest income Quanta receives from these investments. In addition, Quanta grants credit under normal payment terms, generally without collateral, to its customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, Quanta is subject to potential credit risk related to changes in business and economic factors throughout the United States, Canada and Australia, which may be heightened as a result of uncertain economic and financial market conditions that have existed in recent years. However, Quanta generally has certain statutory lien rights with respect to services provided. Historically, some of Quanta’s customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose Quanta to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services Quanta has performed.
At December 31, 2016 , one customer within Quanta’s Electric Power Infrastructure Services segment accounted for approximately 16% of Quanta’s consolidated net receivable position. Portions of this net receivable balance were related to invoicing challenges and billing delays on two electric transmission projects located in remote regions of northeastern Canada, which resulted from changed site conditions requiring extensive quality assurance documentation and administrative requirements. During the second quarter of 2017, Quanta and the customer reached a settlement and entered into a renegotiated contract, which eliminated the previous scheduling and billing issues and settled outstanding change orders.
Additionally, one customer within Quanta’s Oil and Gas Infrastructure Services segment accounted for approximately 10% of Quanta’s consolidated net receivable position at September 30, 2017 . This same customer also accounted for approximately 10% of Quanta’s consolidated revenues during the three and nine months ended September 30, 2017 . No other customers represented 10% or more of Quanta’s consolidated net receivable position as of September 30, 2017 or December 31, 2016 , and no other customers represented 10% or more of Quanta’s consolidated revenues for the three or nine months ended September 30, 2017 or 2016 .

30

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Self-Insurance
As discussed in Note 2, Quanta is insured for employer’s liability, workers’ compensation, auto liability, general liability and group health claims. As of September 30, 2017 and December 31, 2016 , the gross amount accrued for insurance claims totaled $255.7 million and $218.2 million , with $198.3 million and $162.0 million considered to be long-term and included in “Insurance and other non-current liabilities.” Related insurance recoveries/receivables as of September 30, 2017 and December 31, 2016 were $45.1 million and $8.7 million , of which $0.5 million and $0.4 million were included in “Prepaid expenses and other current assets” and $44.6 million and $8.3 million were included in “Other assets, net.”
Letters of Credit
Certain of Quanta’s vendors require letters of credit to ensure reimbursement for amounts they are disbursing on Quanta’s behalf, such as to beneficiaries under its self-funded insurance programs. In addition, from time to time, certain customers require Quanta to post letters of credit to ensure payment of subcontractors and vendors and guarantee performance under contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to Quanta’s credit facility. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder demonstrates that Quanta has failed to perform specified actions. If this were to occur, Quanta would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, Quanta may also be required to record a charge to earnings for the reimbursement. Quanta does not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.
As of September 30, 2017 , Quanta had $392.8 million in outstanding letters of credit and bank guarantees under its credit facility securing its casualty insurance program and various contractual commitments. These are irrevocable stand-by letters of credit with maturities generally expiring at various times throughout 2017 and 2018 . Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent one-year periods.
Performance Bonds and Parent Guarantees
In certain circumstances, Quanta is required to provide performance bonds in connection with its contractual commitments. Quanta has indemnified its sureties for any expenses paid out under these performance bonds. These performance bonds expire at various times ranging from mechanical completion of the related projects to a period extending beyond contract completion in certain circumstances, and as such a determination of maximum potential amounts outstanding requires the use of certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon the mix and level of Quanta’s bonded operating activity. As of September 30, 2017 , the total amount of the outstanding performance bonds was estimated to be approximately $3.5 billion . Quanta’s estimated maximum exposure as it relates to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of its commitments under the performance bonds generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $889 million as of September 30, 2017 .
Additionally, from time to time, Quanta guarantees the obligations of its wholly owned subsidiaries, including obligations in connection with certain contracts with customers, lease obligations, joint venture arrangements and, in some states, contractors’ licenses. Quanta is not aware of any material obligations for performance or payment asserted against it under any of these guarantees.
Employment Agreements
Quanta has various employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of Quanta, and Quanta may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined change in control events.

31

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Collective Bargaining Agreements
Some of Quanta’s operating units are parties to various collective bargaining agreements with unions that represent certain of their employees. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to those in the expiring agreements. From time to time, Quanta is a party to grievance actions based on claims arising out of the collective bargaining agreements. The agreements require the operating units to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multiemployer pension plans and employee benefit trusts. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. The location and number of union employees that Quanta employs at any given time and the plans in which they may participate vary depending on the projects Quanta has ongoing at any time and the need for union resources in connection with those projects. Therefore, Quanta is unable to accurately predict its union employee payroll and the amount of the resulting multiemployer pension plan contribution obligation for future periods.
The Pension Protection Act of 2006 (PPA) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.
Quanta may be subject to additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. For example, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if other participating employers cease to contribute or withdraw, with the reallocation of liability being more acute in cases when a withdrawn employer is insolvent or otherwise fails to pay its withdrawal liability. Other than as described below, Quanta is not aware of any material amounts of withdrawal liability that have been incurred as a result of a withdrawal by any of Quanta’s operating units from any multiemployer defined benefit pension plans.
2011 Central States Plan Withdrawal Liability. In the fourth quarter of 2011, certain Quanta subsidiaries withdrew from the Central States, Southeast and Southwest Areas Pension Plan (the Central States Plan). This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers’ obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain Quanta subsidiaries. Because certain other Quanta subsidiaries continued participation in the Central States Plan into 2012, the Quanta subsidiaries’ withdrawals in 2011 effected only a partial withdrawal on behalf of Quanta for 2011. Quanta believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. Quanta and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain additional Quanta subsidiaries continued participation in the Central States Plan into 2012, Quanta believes that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December 30, 2012 for all Quanta subsidiaries.
In connection with the partial withdrawal in 2011, Quanta recorded a withdrawal liability of approximately $32.6 million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus Quanta’s partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided Quanta with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6 million and requiring Quanta to

32

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court’s previous ruling which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming a partial withdrawal liability in the amount of $32.9 million .
Separately, in December 2013, the Central States Plan filed lawsuits against two of Quanta’s other subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central States Plan pursuant to the collective bargaining agreement under which it participated. Quanta argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by the Quanta subsidiary to a new industry fund created after Quanta withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended the withdrawal date for this subsidiary to at least the end of 2013. Quanta disputed these allegations on the basis that it properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which it participated and asserted that it terminated its obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in favor of Quanta. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.
The ultimate liability associated with the complete withdrawal of Quanta’s subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In September 2017, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios could range between $42.2 million and $48.2 million . Quanta believes this to be the range of reasonably possible loss for this matter and previously recorded an adjustment to cost of services that is within such range. However, given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense Quanta recognized through September 30, 2017 . Although Quanta disputes the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of September 30, 2017 , Quanta had made payments totaling $22.3 million toward the withdrawal liability assessment.
2013 Central States Plan Withdrawal Liability. On October 9, 2013, Quanta acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9 million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, Quanta recorded an initial liability of $4.8 million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8 million . Although Quanta continues to dispute the total liability owed to the Central States Plan, it continues to make monthly payments according to the terms of this revised Notice and Demand while the parties determine the final withdrawal liability. As of September 30, 2017 , payments totaling $4.0 million had been made toward the withdrawal liability assessment.
The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company’s withdrawal from the Central States Plan is not expected to have a material impact on Quanta’s financial condition, results of operations or cash flows.
  Indemnities
Quanta generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject Quanta to indemnity claims and liabilities and related litigation. Additionally, in connection with certain acquisitions and dispositions, Quanta has indemnified various parties against specified liabilities that those parties might incur in the future. The indemnities under acquisition or disposition agreements are usually contingent upon the other party incurring liabilities that reach specified thresholds. As of September 30, 2017 , except as otherwise set forth above in Legal Proceedings , Quanta does not believe any material liabilities for claims exist against it in connection with any of these indemnity obligations.

33

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


In the normal course of Quanta’s acquisition transactions, Quanta obtains rights to indemnification from the sellers or former owners of acquired companies for certain risks, liabilities and obligations arising from their prior operations, such as performance, operational, safety, workforce or tax issues, some of which Quanta may not have discovered during due diligence. However, the indemnities may not cover all of Quanta’s exposure for such pre-acquisition matters, and the indemnitors may be unwilling or unable to pay the amounts owed to Quanta. Accordingly, Quanta may incur expenses for which it is not reimbursed. Quanta is currently in the process of determining certain pre-acquisition obligations associated with non-U.S. payroll taxes that may be due from a business acquired by Quanta in 2013. As of September 30, 2017 , Quanta had recorded $11.4 million as its estimate of the pre-acquisition tax obligations and a corresponding indemnification asset, as management expects to recover from the indemnity counterparties any amounts that Quanta may be required to pay in connection with any such obligations.

11. SEGMENT INFORMATION:
Quanta presents its operations under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally based on the broad end-user markets for Quanta’s services. See Note 1 for additional information regarding Quanta’s reportable segments.
Quanta’s segment results are derived from the types of services provided across its operating units in each of the end user markets described above. Quanta’s entrepreneurial business model allows each of its operating units to serve the same or similar customers and to provide a range of services across end user markets. Quanta’s operating units are organized into one of two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on their operating units’ predominant type of work.
Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of Quanta’s market strategies. These classifications of Quanta’s operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Quanta’s operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of network services under a single customer contract or provide service across industries. For example, Quanta performs joint trenching projects to install distribution lines for electric power and natural gas customers.
In addition, Quanta’s integrated operations and common administrative support at each of its operating units require that certain allocations of shared and indirect costs, such as facility costs and indirect operating expenses, including depreciation and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.

34

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Summarized financial information for Quanta’s reportable segments is presented in the following table (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 

 
 

 
 
 
 
Electric Power Infrastructure Services
$
1,504,752

 
$
1,222,432

 
$
4,024,983

 
$
3,568,521

Oil and Gas Infrastructure Services
1,104,555

 
819,754

 
2,962,868

 
1,979,832

Consolidated
$
2,609,307

 
$
2,042,186

 
$
6,987,851

 
$
5,548,353

Operating income (loss) :
 

 
 

 
 
 
 
Electric Power Infrastructure Services
$
150,054

 
$
118,998

 
$
362,769

 
$
282,256

Oil and Gas Infrastructure Services
58,508

 
65,661

 
165,076

 
83,401

Corporate and non-allocated costs
(68,134
)
 
(54,496
)
 
(202,552
)
 
(162,731
)
Consolidated
$
140,428

 
$
130,163

 
$
325,293

 
$
202,926

Depreciation:
 

 
 

 
 
 
 
Electric Power Infrastructure Services
$
23,996

 
$
22,906

 
$
68,232

 
$
68,788

Oil and Gas Infrastructure Services
20,737

 
17,296

 
56,235

 
50,351

Corporate and non-allocated costs
3,693

 
2,476

 
11,302

 
7,468

Consolidated
$
48,426

 
$
42,678

 
$
135,769

 
$
126,607

Separate measures of Quanta’s assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by management to evaluate segment performance. Quanta’s fixed assets, which are held at the operating unit level, include operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across its reportable segments. As such, for reporting purposes, total depreciation expense is allocated each quarter among Quanta’s reportable segments based on the ratio of each reportable segment’s revenue contribution to consolidated revenues.
Foreign Operations
During the three months ended September 30, 2017 and 2016 , Quanta derived $653.1 million and $459.6 million of its revenues from foreign operations. During the nine months ended September 30, 2017 and 2016 , Quanta derived $1.83 billion and $1.15 billion of its revenues from foreign operations. Of Quanta’s foreign revenues, 80% and 78% were earned in Canada during the three months ended September 30, 2017 and 2016 and 81% and 75% were earned in Canada during the nine months ended September 30, 2017 and 2016 . In addition, Quanta held property and equipment of $334.0 million and $320.7 million in foreign countries, primarily Canada, as of September 30, 2017 and December 31, 2016 .


35

QUANTA SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


12. SUPPLEMENTAL CASH FLOW INFORMATION:

The net effect of changes in operating assets and liabilities, net of non-cash transactions, on cash flows from operating activities of continuing operations is as follows (in thousands):

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Accounts and notes receivable
$
(272,131
)
 
$
(177,832
)
 
$
(398,574
)
 
$
86,562

Costs and estimated earnings in excess of billings on uncompleted contracts
20,981

 
(35,075
)
 
(126,999
)
 
(169,998
)
Inventories
13,525

 
(12,405
)
 
8,727

 
(10,124
)
Prepaid expenses and other current assets
10,495

 
19,664

 
(23,142
)
 
7,977

Accounts payable and accrued expenses and other non-current liabilities
203,743

 
105,362

 
217,384

 
115,686

Billings in excess of costs and estimated earnings on uncompleted contracts
43,836

 
(78,306
)
 
80,042

 
(90,833
)
Other, net
(6,621
)
 
(6,486
)
 
12,221

 
(7,485
)
Net change in operating assets and liabilities, net of non-cash transactions
$
13,828

 
$
(185,078
)
 
$
(230,341
)
 
$
(68,215
)

Additional supplemental cash flow information is as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Cash (paid) received during the period for —
 

 
 

 
 
 
 
Interest paid related to continuing operations
$
(5,808
)
 
$
(3,344
)
 
$
(13,314
)
 
$
(8,851
)
Income taxes paid related to continuing operations
$
(3,616
)
 
$
(21,799
)
 
$
(105,112
)
 
$
(55,323
)
Income taxes paid related to discontinued operations
$

 
$

 
$

 
$
(6,080
)
Income tax refunds related to continuing operations
$
5,058

 
$
2,554

 
$
7,727

 
$
4,233


During the nine months ended September 30, 2017 , Quanta entered into a non-cash transaction whereby Quanta accepted title to a marine vessel in satisfaction and discharge of a $7.1 million note receivable.

13. SUBSEQUENT EVENT:

Credit Facility
On October 31, 2017 , Quanta entered into an amendment to its amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility, which, among other things, extended the maturity date of the credit facility from December 18, 2020 to October 31, 2022 and adjusted the interest rates for certain borrowings. Pursuant to the amendment and subsequent to filing of Quanta’s compliance certificate in mid-November of 2017, amounts borrowed in U.S. dollars will bear interest, at Quanta’s option, at a rate equal to either (i) the Eurocurrency Rate plus 1.125% to 2.000% , as determined based on Quanta’s Consolidated Leverage Ratio, or (ii) the Base Rate plus 0.125% to 1.000% , as determined based on Quanta’s Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars will bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.000% , as determined based on Quanta’s Consolidated Leverage Ratio. Additionally, subsequent to mid-November of 2017, standby or commercial letters of credit issued under the credit agreement will be subject to a letter of credit fee of 1.125% to 2.000% , based on Quanta’s Consolidated Leverage Ratio, and Performance Letters of Credit issued under the credit agreement in support of certain contractual obligations will be subject to a letter of credit fee of 0.675% to 1.150% , based on Quanta’s Consolidated Leverage Ratio. See Note 7 for additional information regarding Quanta’s credit facility.

36


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (Quarterly Report) and with our Annual Report on Form 10-K for the year ended December 31, 2016 (2016 Annual Report), which was filed with the Securities and Exchange Commission (SEC) on March 1, 2017 and is available on the SEC’s website at www.sec.gov and on our website, which is www.quantaservices.com . The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in Uncertainty of Forward-Looking Statements and Information below, Item 1A. Risk Factors of Part II of this Quarterly Report and Item 1A. Risk Factors of Part I of our 2016 Annual Report.
Introduction
We are a leading provider of specialty contracting services, offering infrastructure solutions primarily to the electric power, oil and gas and communications industries in the United States, Canada and Australia and select other international markets. The services we provide include the design, installation, upgrade, repair and maintenance of infrastructure within each of the industries we serve, such as electric power transmission and distribution networks, substation facilities, renewable energy facilities, and pipeline transmission and distribution systems and facilities.
We report our results under two reportable segments: (1) Electric Power Infrastructure Services and (2) Oil and Gas Infrastructure Services. This structure is generally focused on broad end-user markets for our services. Our consolidated revenues for the nine months ended September 30, 2017 were $6.99 billion , of which 57.6% was attributable to the Electric Power Infrastructure Services segment and 42.4% was attributable to the Oil and Gas Infrastructure Services segment.
Our customers include many of the leading companies in the industries we serve. We have developed strong strategic alliances with numerous customers and strive to develop and maintain our status as a preferred vendor to our customers. We enter into various types of contracts, including competitive unit price, hourly rate, cost-plus (or time and materials basis), and fixed price (or lump sum basis), the final terms and prices of which are frequently negotiated with the customer. Although the terms of our contracts vary considerably, most are made on either a unit price or fixed price basis in which we agree to do the work for a price per unit of work performed (unit price) or for a fixed amount for the entire project (fixed price). We complete a substantial majority of our fixed price projects, other than certain large transmission projects, within one year, while we frequently provide maintenance and repair work under open-ended unit price or cost-plus master service agreements that are renewable periodically.
We recognize revenue on our unit price and cost-plus contracts as units are completed or services are performed. For our fixed price contracts, we record revenues as work on the contract progresses on a percentage-of-completion basis. Under this method, revenue is recognized based on the percentage of total costs incurred to date in proportion to total estimated costs to complete the contract. Fixed price contracts generally include retainage provisions under which a percentage of the contract price is withheld until the project is complete and has been accepted by our customer.
For internal management purposes, we are organized into two internal divisions, namely, the Electric Power Infrastructure Services Division and the Oil and Gas Infrastructure Services Division. These internal divisions are closely aligned with the reportable segments described above based on the predominant type of work provided by the operating units within each division.
Reportable segment information, including revenues and operating income by type of work, is gathered from each operating unit for the purpose of evaluating segment performance in support of our market strategies. These classifications of our operating unit revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Our operating units may perform joint infrastructure service projects for customers in multiple industries, deliver multiple types of infrastructure services under a single customer contract or provide services across industries. For example, we perform joint trenching projects to install distribution lines for electric power and natural gas customers. Our integrated operations and common administrative support at each of our operating units requires that certain allocations, including allocations of shared and indirect costs, such as facility costs, indirect operating expenses including depreciation, and general and administrative costs, be made to determine operating segment profitability. Corporate costs, such as payroll and benefits, employee travel expenses, facility costs, professional fees, acquisition costs and amortization related to intangible assets are not allocated.
The Electric Power Infrastructure Services segment provides comprehensive network solutions to customers in the electric power industry. Services performed by the Electric Power Infrastructure Services segment generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities along with other engineering and technical services. This segment also provides emergency restoration services, including the repair of infrastructure damaged by inclement weather, the energized installation, maintenance and upgrade of electric power infrastructure

37




utilizing unique bare hand and hot stick methods and our proprietary robotic arm technologies, and the installation of “smart grid” technologies on electric power networks. In addition, this segment designs, installs and maintains renewable energy generation facilities, consisting of solar, wind and certain types of natural gas generation facilities, and related switchyards and transmission infrastructure. To a lesser extent, the segment also provides comprehensive communications infrastructure services to wireline, fiber and wireless carrier customers within the communications industry; services in connection with the construction of electric power generation facilities; the design, installation, maintenance and repair of commercial and industrial wiring; and the installation of traffic networks and cable and control systems for light rail lines.
The Oil and Gas Infrastructure Services segment provides comprehensive network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. Services performed by the Oil and Gas Infrastructure Services segment generally include the design, installation, repair and maintenance of pipeline transmission and distribution systems, gathering systems, production systems, storage systems and compressor and pump stations, as well as related trenching, directional boring and mechanized welding services. In addition, this segment’s services include pipeline protection, integrity testing, rehabilitation and replacement, and fabrication of pipeline support systems and related structures and facilities. We also serve the offshore and inland water energy markets, primarily providing services to oil and gas exploration platforms, including mechanical installation (or “hook-ups”), electrical and instrumentation, pre-commissioning and commissioning, coatings, fabrication and marine asset repair. To a lesser extent, this segment designs, installs and maintains fueling systems, as well as water and sewer infrastructure. Through a recent acquisition discussed below, we expanded our service offerings in this segment to include high-pressure and critical-path turnaround services to the downstream and midstream energy markets and enhanced our capabilities with respect to instrumentation and electrical services, piping, fabrication and storage tank services.
We also enter into strategic partnerships with customers and infrastructure investors to provide fully integrated infrastructure services on certain projects, including planning and feasibility analysis, engineering, design, procurement, construction financing and investment and project operation and maintenance. These projects include public-private partnerships, private infrastructure projects and concessions, along with build, own, operate and transfer and build to suit arrangements. As part of this strategy, during the nine months ended September 30, 2017, we formed a partnership with select infrastructure investors that provides $1.0 billion of capital, including $80.0 million from us, available to invest in certain of these infrastructure projects through July 1, 2024.
Recent Investments, Acquisitions and Divestitures
Acquisitions
On July 20, 2017, we acquired Stronghold, Ltd. and Stronghold Specialty, Ltd. (collectively Stronghold), a specialized services business located in the United States that provides high-pressure and critical-path solutions to the downstream and midstream energy markets. The aggregate consideration paid at closing for Stronghold was $360.0 million in cash and 2,693,680 shares of Quanta common stock, which had a value of approximately $81.3 million at the date of acquisition. Additionally, the acquisition includes the potential payment of up to $100.0 million of contingent consideration, payable if the acquired business achieves certain financial targets over a three-year period. Based on the estimated fair value of this contingent consideration, we recorded a $51.1 million liability as of the date of acquisition. The results of the acquired business have generally been included in our Oil and Gas Infrastructure Services segment and consolidated financial statements since the date of acquisition.
During the nine months ended September 30, 2017 , we also completed two other acquisitions, which included a communications infrastructure services contractor and an electrical and communications contractor, both located in the United States. The aggregate consideration for these acquisitions consisted of $11.9 million paid or payable in cash, subject to certain adjustments, and 288,666 shares of Quanta common stock, with a value of $8.3 million as of the respective acquisition dates. The results of the acquired businesses have generally been included in our Electric Power Infrastructure Services segment and consolidated financial statements since the respective dates of acquisition.
During 2016 , we completed five acquisitions. The results of four of the acquired companies are generally included in our Electric Power Infrastructure Services segment. These companies included an electrical infrastructure services company located in Australia, a utility contracting company located in Canada, a full service medium- and high-voltage powerline contracting company located in the United States and a communications services company located in Canada. We also acquired a pipeline service contractor located in the United States, the results of which are generally included in our Oil and Gas Infrastructure Services segment. The aggregate consideration for these acquisitions consisted of $75.9 million paid or payable in cash, subject to certain adjustments, 70,840 shares of Quanta common stock valued at $1.5 million as of the settlement date of the applicable acquisition, and contingent consideration payments of up to $39.5 million , payable if financial targets are achieved by certain of the acquired businesses. Based on the estimated fair value of this contingent consideration, we recorded a total of $18.7 million in liabilities as of the applicable dates of acquisition. The results of the acquired businesses have been included in our consolidated financial statements since the respective dates of acquisition.

38




Backlog
Backlog is not a term recognized under United States generally accepted accounting principles (US GAAP); however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by other companies.
Our backlog represents the amount of consolidated revenues that we expect to realize from future work under construction contracts, long-term maintenance contracts and master service agreements (MSAs). These estimates include revenues from the remaining portion of firm orders not yet completed and on which work has not yet begun, as well as revenues from change orders, renewal options, and funded and unfunded portions of government contracts to the extent that they are reasonably expected to occur. For purposes of calculating backlog, we include 100% of estimated revenues attributable to consolidated joint ventures and variable interest entities (VIEs). The following table presents our total backlog by reportable segment as of September 30, 2017 and December 31, 2016 , along with an estimate of the backlog amounts expected to be realized within 12 months of each balance sheet date (in thousands):

 
Backlog as of
 
Backlog as of
 
September 30, 2017
 
December 31, 2016
 
12 Month
 
Total
 
12 Month
 
Total
Electric Power Infrastructure Services
$
3,907,209

 
$
6,641,426

 
$
3,369,373

 
$
6,657,431

Oil and Gas Infrastructure Services
2,283,399

 
3,904,908

 
2,483,963

 
3,092,341

Total
$
6,190,608

 
$
10,546,334

 
$
5,853,336

 
$
9,749,772

Revenue estimates included in our backlog can be subject to change as a result of project accelerations, cancellations or delays due to various factors, including but not limited to commercial issues, regulatory requirements and adverse weather. These factors can also cause revenue amounts to be realized in periods and at levels different than originally projected. During the nine month period ended September 30, 2017 , we reduced our 12-month backlog for the Oil and Gas Infrastructure Services segment by approximately $100 million as a result of a cancellation of a natural gas pipeline project, for which we received a termination fee. Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and most of our contracts may be terminated, typically upon 30 to 90 days notice, even if we are not in default under the contract. We determine the estimated amount of backlog for work under MSAs by using recurring historical trends inherent in current MSAs, factoring in seasonal demand and projected customer needs based upon ongoing communications with the customer. In addition, many of our MSAs are subject to renewal options. As of September 30, 2017 and December 31, 2016 , MSAs accounted for 44% and 42% of our estimated 12-month backlog and 51% and 53% of total backlog. There can be no assurance as to our customers’ actual requirements or that our estimates are accurate.
Seasonality; Fluctuations of Results; Economic Conditions
Our revenues and results of operations can be subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, receipt of required regulatory approvals, permits and rights of way, project timing and schedules, and holidays. Typically, our revenues are lowest in the first quarter of the year because cold, snowy or wet conditions can cause delays on projects. In addition, many of our customers develop their capital budgets for the coming year during the first quarter and do not begin infrastructure projects in a meaningful way until their capital budgets are finalized. Second quarter revenues are typically higher than those in the first quarter, as some projects begin, but continued cold and wet weather can often impact second quarter productivity. Third quarter revenues are typically the highest of the year, as a greater number of projects are underway, and weather is normally more accommodating. Generally, revenues during the fourth quarter of the year are lower than the third quarter but higher than the second quarter. Many projects are completed in the fourth quarter, and revenues are often impacted positively by customers seeking to spend their capital budgets before the end of the year; however, the holiday season and inclement weather can sometimes cause delays, reducing revenues and increasing costs. Any quarter may be positively or negatively affected by atypical weather patterns in any of the areas we serve, such as severe weather, excessive rainfall or unusual winter weather, making it difficult to predict these variations and their effect on particular projects quarter to quarter. The timing of project awards and unanticipated changes in project schedules as a result of delays or accelerations can also create variations in the level of operating activity from quarter to quarter.
These seasonal impacts are typical for our U.S. operations, but as our foreign operations continue to grow, we may see a lessening of this pattern impacting our quarterly revenues. For example, revenues in Canada are often higher in the first quarter as projects are accelerated so that work can be completed prior to the break up, or seasonal thaw, as productivity is adversely affected by wet ground conditions during the warmer spring and summer months. Also, although revenues from Australia and other international operations have not been significant relative to our overall revenues to date, their seasonal patterns may differ

39




from those in North America and may impact our seasonality more in the future.
Additionally, our industry can be highly cyclical. Our volume of business may be adversely affected by declines or delays in new projects due to cyclicality, which may vary by geographic region. Project schedules, particularly in connection with larger, longer-term projects, can also create fluctuations in the services provided, which may adversely affect us in a given period. For example, in connection with larger, more complicated projects, the timing of obtaining permits and other approvals may be delayed, and we may need to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on such projects when they move forward. Examples of other items that may cause our results or demand for our services to fluctuate materially from quarter to quarter include: the financial condition of our customers and their access to capital; margins of projects performed during any particular period; economic, political and market conditions on a regional, national or global scale; our customers’ capital spending, including on larger pipeline and electrical infrastructure projects; oil, natural gas and natural gas liquids prices; the timing of acquisitions, the timing and magnitude of acquisition and integration costs associated with acquisitions; the timing and magnitude of changes in fair value of acquisition-related contingent consideration liabilities; dispositions; equity in earnings (losses) of unconsolidated affiliates; impairments of goodwill, intangible assets, long-lived assets or investments; effective tax rates; and interest rates. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period. Please read Outlook and Understanding Margins for additional discussion of trends and challenges that may affect our financial condition, results of operations and cash flows.
Understanding Margins
Our gross margin is gross profit expressed as a percentage of revenues, and our operating margin is operating income expressed as a percentage of revenues. Cost of services, which is subtracted from revenues to obtain gross profit, consists primarily of salaries, wages and benefits to employees, depreciation, fuel and other equipment expenses, equipment rentals, subcontracted services, insurance, facilities expenses, materials and parts and supplies. Selling, general and administrative expenses and amortization of intangible assets are then subtracted from gross profit to obtain operating income. Various factors, some that are controllable and some that are not, can impact our margins on a quarterly or annual basis.
Seasonal and geographical. Seasonal weather patterns can have a significant impact on margins. Generally, business is slower in the winter months versus the warmer months of the year, resulting in lower productivity and consequently reducing our ability to cover fixed costs. This can be offset somewhat by increased demand for electrical service and repair work resulting from severe weather. Additionally, project schedules, including when projects begin and are completed, may impact margins. The mix of business conducted in the areas we serve will also affect margins, as some areas offer the opportunity for higher margins due to their geographic characteristics. For example, margins may be negatively impacted by operations in an urban setting as opposed to a less populated rural setting or over mountainous or other difficult terrain as opposed to open terrain. Site conditions, including unforeseen underground conditions, can also impact margins.
Weather. Adverse or favorable weather conditions can impact gross margins in a given period. For example, snowfall, rainfall or other severe weather may negatively impact our revenues and margins due to reduced productivity, as projects may be terminated, deferred, or delayed until weather conditions improve or an affected area recovers from a severe weather event. Conversely, in periods when weather remains dry and temperatures are accommodating, more work can be done, sometimes at a lower cost. In some cases, severe weather, such as hurricanes and ice storms, can provide us with emergency restoration service work, which typically yields higher margins due in part to better equipment utilization rates and absorption of fixed costs.
Revenue mix. The mix of revenues derived from the industries we serve and the types of services we provide within an industry will impact margins, as certain industries and services provide higher-margin opportunities. Additionally, changes in our customers’ spending patterns can cause an imbalance in supply and demand and, therefore, affect margins and mix of revenues.
Service and maintenance versus installation.  Installation work is often performed on a fixed price basis, while maintenance work is often performed under pre-established or negotiated prices or cost-plus pricing arrangements. Margins for installation work may vary from project to project, and may be higher than maintenance work, as work obtained on a fixed price basis has higher risk than other types of pricing arrangements. We typically derive approximately 30% of our annual revenues from maintenance work, but a higher portion of installation work in any given period may affect our gross margins for that period.
 
Subcontract work. Work that is subcontracted to other service providers generally yields lower margins. An increase in subcontract work in a given period may contribute to a decrease in margins. We typically subcontract approximately 20% to 25% of our work to other service providers.
Materials versus labor. Typically, our customers are responsible for supplying their own materials on projects; however, for some of our contracts we may agree to procure all or part of the required materials. Margins may be lower on projects where we

40




furnish a significant amount of materials, including projects where we provide engineering, procurement and construction (EPC) services, as our mark-up on materials is generally lower than on our labor costs. In a given period, an increase in the percentage of work with higher materials procurement requirements may decrease our overall margins.
Size, scope and complexity of projects. We may experience a decrease or fluctuations in margins when larger, more complex electric transmission and pipeline projects across the industries we serve experience significant delays. Larger projects with higher voltage capacities, larger diameter throughput capacities, increased engineering, design or construction complexities, more difficult terrain requirements or longer distance requirements typically yield opportunities for higher margins as we assume a greater degree of performance risk and allow for a higher degree of utilization of our resources for longer construction timeframes. Conversely, smaller or less complex electric transmission and pipeline projects typically provide lower margin opportunities as there are a greater number of competitors capable of performing in this market, and competitors at times may more aggressively pursue available volumes of work to absorb fixed costs. A greater mix of smaller scale or less complex electric transmission and pipeline work also could negatively impact margins due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on fewer larger projects. Our margins may be further impacted by delays in the timing of larger projects, extended bidding procedures for more complex EPC projects or temporary decreases in capital spending by our customers. Also, during these periods we may choose to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on larger, more complicated electric transmission or pipeline projects when they move forward.
Depreciation. We include depreciation in cost of services, which is common practice in our industry. However, this can make comparability of our margins to those of other companies difficult and must be taken into consideration when comparing us to other companies.
Insurance.  As discussed in Liquidity and Capital Resources - Self-Insurance , we are insured for employer’s liability, workers’ compensation, auto liability and general liability claims. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements. Margins could be impacted by fluctuations in insurance accruals as additional claims arise and as circumstances and conditions of existing claims change.
Performance risk. Margins may fluctuate because of the volume of work and the impact of pricing and job productivity, which can be affected both favorably and negatively by, among other things, weather, geography, customer decisions, project complexity and crew productivity. For example, when comparing a service contract between a current quarter and the comparable prior year’s quarter, factors affecting the gross margins associated with the revenues generated may include pricing under the contract, the volume of work performed under the contract, the mix of the type of work being performed and the productivity of the crews performing the work. Productivity can be influenced by many factors, including where the work is performed (e.g., rural versus urban area or mountainous or rocky area versus open terrain), whether the work is on an open or encumbered right of way, inclement weather, environmental restrictions or regulatory delays, protests or other political activity on a project, or the performance of third parties on a project. These types of factors are not practicable to quantify through accounting data, but may individually or in the aggregate have a direct impact on the gross margin of a specific project.
Foreign currency risk. Our financial performance is reported on a U.S. dollar-denominated basis but is partially subject to fluctuations in foreign currency exchange rates. Fluctuations in exchange rates relative to the U.S. dollar, primarily the Canadian and Australian dollars, could cause material fluctuations in comparisons of our results of operations between periods.
Change in fair value of contingent consideration. We anticipate fluctuations in operating income margins as a result of changes in the fair value of contingent consideration liabilities. See Note 2 to the condensed consolidated financial statements for more information about the valuation methodologies and assumptions related to the determination of the fair value of our contingent consideration liabilities.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, office rent and utilities, communications, professional fees, bad debt expense, acquisition costs, gains and losses on the sale of property and equipment, letter of credit fees and maintenance, training and conversion costs related to the implementation of an information technology solution.

41




Results of Operations
As previously discussed, the results of acquired businesses have been included in the following results of operations beginning on their respective acquisition dates. The following table sets forth selected statements of operations data and such data as a percentage of revenues for the three and nine month periods indicated (dollars in thousands):
Consolidated Results

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Revenues
$
2,609,307

 
100.0
 %
 
$
2,042,186

 
100.0
 %
 
$
6,987,851

 
100.0
 %
 
$
5,548,353

 
100.0
 %
Cost of services (including depreciation)
2,258,676

 
86.6

 
1,739,604

 
85.2

 
6,068,867

 
86.8

 
4,842,241

 
87.3

Gross profit
350,631

 
13.4

 
302,582

 
14.8

 
918,984

 
13.2

 
706,112

 
12.7

Selling, general and administrative expenses
201,224

 
7.7

 
164,325

 
8.0

 
571,656

 
8.2

 
479,456

 
8.6

Amortization of intangible assets
8,979

 
0.3

 
8,094

 
0.4

 
22,035

 
0.3

 
23,730

 
0.4

Operating income
140,428

 
5.4

 
130,163

 
6.4

 
325,293

 
4.7

 
202,926

 
3.7

Interest expense
(6,058
)
 
(0.2
)
 
(3,726
)
 
(0.1
)
 
(14,294
)
 
(0.2
)
 
(10,898
)
 
(0.2
)
Interest income
196

 

 
874

 

 
647

 

 
2,031

 

Other income (expense), net
(2,371
)
 
(0.1
)
 
752

 

 
(3,814
)
 
(0.1
)
 
(270
)
 

Income from continuing operations before income taxes
132,195

 
5.1

 
128,063

 
6.3

 
307,832

 
4.4

 
193,789

 
3.5

Provision for income taxes
42,346

 
1.7

 
54,516

 
2.7

 
105,183

 
1.5

 
82,654

 
1.5

Net income from continuing operations
89,849

 
3.4

 
73,547

 
3.6

 
202,649

 
2.9

 
111,135

 
2.0

Net income from discontinued operations

 

 
605

 

 

 

 
605

 

Net income
89,849

 
3.4

 
74,152

 
3.6

 
202,649

 
2.9

 
111,740

 
2.0

Less: Net income attributable to non-controlling interests
536

 

 
410

 

 
1,232

 

 
940

 

Net income attributable to common stock
$
89,313

 
3.4
 %
 
$
73,742

 
3.6
 %
 
$
201,417

 
2.9
 %
 
$
110,800

 
2.0
 %
Three months ended September 30, 2017 compared to the three months ended September 30, 2016
Revenues.   Revenues increased $567.1 million , or 27.8% , to $2.61 billion for the three months ended September 30, 2017 . Contributing to the increase were additional revenues of $284.8 million from oil and gas infrastructure services and $282.3 million from electric power infrastructure services. The increase in revenues from oil and gas infrastructure services was primarily the result of increased capital spending by our customers on midstream gas pipeline transmission projects and approximately $80 million in revenues from the acquisition of Stronghold. The increase in revenues from electric power infrastructure services was primarily the result of increased customer spending associated with electric transmission projects and an increase of $100.1 million in emergency restoration services revenues primarily from Hurricanes Harvey and Irma, which impacted the Gulf Coast and southeastern United States.
Gross profit.   Gross profit increased $48.0 million , or 15.9% , to $350.6 million for the three months ended September 30, 2017 . The increase in gross profit was primarily due to the increase in revenues described above. Gross profit as a percentage of revenues decrease d to 13.4% for the three months ended September 30, 2017 from 14.8% for the three months ended September 30, 2016 . The decrease in gross profit as a percentage of revenues was primarily due to adverse weather conditions, delays and other production issues during the three months ended September 30, 2017 on certain Canadian pipeline transmission projects as compared to more favorable productivity and performance on pipeline transmission projects ongoing during the three months ended September 30, 2016; work disruptions, deferrals, cancellations and employee support costs due to Hurricanes Harvey and Irma; and incremental costs associated with road access, subcontractor and labor production issues on an electric transmission project.
Selling, general and administrative expenses.   Selling, general and administrative expenses increased $36.9 million , or 22.5% , to $201.2 million for the three months ended September 30, 2017 . This increase was primarily attributable to $16.9 million of incremental selling, general and administrative expenses associated with acquired businesses, including acquisition and integration costs, as well as $14.7 million in higher compensation costs, largely associated with higher incentive compensation based on current levels of profitability, annual compensation increases and increased personnel to support business growth. Selling, general and administrative expenses as a percentage of revenues decrease d to 7.7% for the three months ended September 30, 2017 from 8.0% for the three months ended September 30, 2016 . This decrease was due primarily to the increase in revenues.

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Amortization of intangible assets.   Amortization of intangible assets increased $0.9 million to $9.0 million for the three months ended September 30, 2017 . This increase was primarily due to increased amortization of intangible assets associated with recently acquired companies, partially offset by reduced amortization expense from previously acquired intangible assets as certain of these assets became fully amortized.
Interest expense.   Interest expense increased $2.3 million to $6.1 million for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 due to increased borrowing activity, primarily related to the acquisition of Stronghold, as well as a higher weighted average interest rate.
Provision for income taxes.   The provision for income taxes was $42.3 million for the three months ended September 30, 2017 , with an effective tax rate of 32.0% . The provision for income taxes was $54.5 million for the three months ended September 30, 2016 , with an effective tax rate of 42.6% . The lower effective tax rate for the three months ended September 30, 2017 was primarily due to a $5.5 million decrease in reserves for uncertain tax positions resulting from the expiration of statute of limitation periods and a higher proportion of income before taxes from international jurisdictions, which are generally taxed at lower statutory rates.
Other comprehensive income. Other comprehensive income, net of taxes was a gain of $39.0 million in the three months ended September 30, 2017 compared to a loss of $11.8 million in the three months ended September 30, 2016 . The gain was due to a strengthening of foreign currencies associated with our international operations, primarily the Canadian and Australian dollars, against the U.S. dollar as of September 30, 2017 when compared to June 30, 2017 , and the loss was due to a strengthening of the U.S. dollar against foreign currencies associated with our international operations, primarily the Canadian and Australian dollars, as of September 30, 2016 when compared to June 30, 2016 .
Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016
Revenues.   Revenues increase d $1.44 billion , or 25.9% , to $6.99 billion for the nine months ended September 30, 2017 . Contributing to the increase was a $983.0 million increase in revenues from oil and gas infrastructure services and a $456.5 million increase in revenues from electric power infrastructure services. The increase in revenues from oil and gas infrastructure services was primarily the result of increased capital spending by our customers on midstream gas pipeline transmission projects. Also contributing to the increase in oil and gas infrastructure services revenues were approximately $80 million in revenues from the acquisition of Stronghold. The increase in revenues from electric power infrastructure services was primarily due to increased customer spending associated with electric transmission projects and $126.9 million in additional emergency restoration services revenues primarily from Hurricanes Harvey and Irma. Also contributing to the increase in revenues from electric power infrastructure services was approximately $30 million in revenues from acquired companies.
Gross profit.   Gross profit increase d $212.9 million , or 30.1% , to $919.0 million for the nine months ended September 30, 2017 . Gross profit as a percentage of revenues increase d to 13.2% for the nine months ended September 30, 2017 from 12.7% for the nine months ended September 30, 2016 . The increase s in gross profit and gross profit as a percentage of revenues were primarily due to the increase in revenues described above, including greater contributions from emergency restoration services and midstream gas pipeline transmission projects, which typically yield higher margins. Gross profit and gross profit as a percentage of revenues for the first nine months of 2016 were negatively impacted by $54.8 million of project losses related to a power plant project in Alaska, which was substantially completed later in 2016. Gross profit and gross profit as a percentage of revenues for the first nine months of 2017 were negatively impacted by work disruptions, deferrals, cancellations and employee support costs due to Hurricanes Harvey and Irma.
Selling, general and administrative expenses.   Selling, general and administrative expenses increase d $92.2 million , or 19.2% , to $571.7 million for the nine months ended September 30, 2017 . This increase was primarily attributable to $50.4 million in higher compensation costs, largely associated with higher incentive compensation based on current levels of profitability, annual compensation increases and increased personnel to support business growth; $21.4 million of incremental selling, general and administrative expenses associated with acquired businesses, including acquisition and integration costs; and $8.7 million in higher attorneys’ fees and related expenses, $4.2 million of which was associated with a matter involving our prior disposition of certain communications operations that was resolved in the first quarter of 2017. During the nine months ended September 30, 2016 , selling, general and administrative expenses included $6.3 million in severance costs associated with the departure of our former president and chief executive officer and severance and restructuring costs primarily associated with certain operations within the Oil and Gas Infrastructure Services segment. Selling, general and administrative expenses as a percentage of revenues decreased to 8.2% for the nine months ended September 30, 2017 from 8.6% for the nine months ended September 30, 2016 , primarily due to the increase in revenues described above.
Amortization of intangible assets.   Amortization of intangible assets decrease d $1.7 million to $22.0 million for the nine months ended September 30, 2017 . This decrease was primarily due to reduced amortization expense from previously acquired intangible assets as certain of these assets became fully amortized, partially offset by increased amortization of intangible assets associated with more recently acquired companies.

43




Interest expense.   Interest expense increase d $3.4 million to $14.3 million for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 due to increased borrowing activity, primarily related to the acquisition of Stronghold, as well as a higher weighted average interest rate.
Provision for income taxes.   The provision for income taxes was $105.2 million for the nine months ended September 30, 2017 , with an effective tax rate of 34.2% . The provision for income taxes was $82.7 million for the nine months ended September 30, 2016 , with an effective tax rate of 42.7% . The lower effective tax rate for the nine months ended September 30, 2017 was primarily due to a $5.5 million decrease in reserves for uncertain tax positions resulting from the expiration of statute of limitation periods; a higher proportion of income before taxes from international jurisdictions, which are generally taxed at lower statutory rates; and a discrete income tax benefit of $5.1 million associated with the adoption of an accounting update addressing share-based payments. The share-based payment accounting update is discussed further in Accounting Pronouncements - Adoption of New Accounting Pronouncements below .
Other comprehensive income. Other comprehensive income, net of taxes was a gain of $79.5 million in the nine months ended September 30, 2017 compared to a gain of $51.9 million in the nine months ended September 30, 2016 . These gains were due to a strengthening of foreign currencies associated with our international operations, primarily the Canadian and Australian dollars, against the U.S. dollar as of September 30, 2017 when compared to December 31, 2016 and as of September 30, 2016 when compared to December 31, 2015 .
Segment Results
The following table sets forth segment revenues and segment operating income (loss) for the periods indicated (dollars in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Revenues :
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Electric Power Infrastructure Services
$
1,504,752

 
57.7
%
 
$
1,222,432

 
59.9
%
 
$
4,024,983

 
57.6
%
 
$
3,568,521

 
64.3
%
Oil and Gas Infrastructure Services
1,104,555

 
42.3

 
819,754

 
40.1

 
2,962,868

 
42.4

 
1,979,832

 
35.7

Consolidated revenues from external customers
$
2,609,307

 
100.0
%
 
$
2,042,186

 
100.0
%
 
$
6,987,851

 
100.0
%
 
$
5,548,353

 
100.0
%
Operating income (loss):
 

 
 

 
 

 
 

 
 
 
 

 
 
 
 
Electric Power Infrastructure Services
$
150,054

 
10.0
%
 
$
118,998

 
9.7
%
 
$
362,769

 
9.0
%
 
$
282,256

 
7.9
%
Oil and Gas Infrastructure Services
58,508

 
5.3

 
65,661

 
8.0

 
165,076

 
5.6

 
83,401

 
4.2

Corporate and non-allocated costs
(68,134
)
 
N/A

 
(54,496
)
 
N/A

 
(202,552
)
 
N/A

 
(162,731
)
 
N/A

Consolidated operating income
$
140,428

 
5.4
%
 
$
130,163

 
6.4
%
 
$
325,293

 
4.7
%
 
$
202,926

 
3.7
%
Three months ended September 30, 2017 compared to the three months ended September 30, 2016
Electric Power Infrastructure Services Segment Results
Revenues for this segment increase d $282.3 million , or 23.1% , to $1.50 billion  for the three months ended September 30, 2017 . This increase was primarily due to increased customer spending associated with electric transmission projects and an increase of $100.1 million in emergency restoration services revenues. The increase in emergency restoration services revenues primarily resulted from Hurricanes Harvey and Irma. Also contributing to the increase were more favorable foreign currency exchange rates during the three months ended September 30, 2017 , which favorably impacted revenues by approximately $13 million and were primarily attributable to the relationship between the U.S. dollar and the Canadian and Australian dollars and approximately $5 million in revenues from acquired companies. These increases were partially offset by delays on certain ongoing projects, including as a result of work disruptions, deferrals and cancellations due to Hurricanes Harvey and Irma. Also partially offsetting these increase s was a decrease in renewable energy services revenues due primarily to a lower volume of renewable energy projects and a reduction in revenues associated with a power plant project in Alaska that was substantially completed in the fourth quarter of 2016.
Operating income increase d $31.1 million , or 26.1% , to $150.1 million for the three months ended September 30, 2017 . Operating income as a percentage of segment revenues increase d to 10.0% for the three months ended September 30, 2017 from 9.7% for the three months ended September 30, 2016 . These increase s were partially due to the increase in revenues described above, including the incremental emergency restoration services revenues, which typically yield higher margins due in part to higher equipment utilization and absorption of fixed costs, as well as the result of recognizing $3.0 million of project losses during the three months ended September 30, 2016 on a power plant project in Alaska. Partially offsetting these increases was a $9.4 million loss recorded during the three months ended September 30, 2017 on an electric transmission project that experienced road

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access, subcontractor and labor production issues. The project was approximately 80% complete as of September 30, 2017 . Additionally, operating income and operating income as a percentage of segment revenues for the three months ended September 30, 2017 were negatively impacted by the previously mentioned work disruptions, deferrals, cancellations and employee support costs due to Hurricanes Harvey and Irma and expenses incurred to support the growth of our communications services operations.
Oil and Gas Infrastructure Services Segment Results
Revenues for this segment increase d $284.8 million , or 34.7% , to $1.10 billion for the three months ended September 30, 2017 . This increase was primarily the result of increased capital spending by our customers on midstream gas pipeline transmission projects. The timing of construction for these larger pipeline transmission projects is highly variable due to delays associated with obtaining permits, as well as worksite access limitations related to environmental regulations and seasonality of weather patterns. Also contributing to this increase were approximately $80 million in revenues from the acquired business of Stronghold and more favorable foreign currency exchange rates during the three months ended September 30, 2017 , which favorably impacted our international operations by approximately $11 million and was primarily attributable to the relationship between the U.S. dollar and the Canadian and Australian dollars.
Operating income decrease d $7.2 million , or 10.9% , to $58.5 million for the three months ended September 30, 2017 . Operating income as a percentage of segment revenues decrease d to 5.3% for the three months ended September 30, 2017 from 8.0% for the three months ended September 30, 2016 . These decrease s were primarily due to higher costs associated with adverse weather conditions, delays and other production issues during the three months ended September 30, 2017 on certain Canadian pipeline transmission projects, all of which were substantially complete as of September 30, 2017 , and more favorable productivity and performance on pipeline transmission projects ongoing during the three months ended September 30, 2016. Additionally, several projects associated with our recent acquisition of Stronghold were temporarily suspended or deferred as a result of Hurricane Harvey, which negatively impacted operating income and operating income as a percentage of segment revenues. The negative impact of these items was partially offset by higher overall revenues.
Corporate and Non-allocated Costs
Certain selling, general and administrative expenses and amortization of intangible assets are not allocated to segments. Corporate and non-allocated costs for the quarter ended September 30, 2017 increase d $13.6 million to $68.1 million compared to the quarter ended September 30, 2016 . This increase was primarily related to $9.6 million of higher compensation costs, largely associated with higher incentive compensation expense based on current levels of profitability, and $3.3 million in higher acquisition-related costs. These increases were partially offset by a decrease in professional fees.
Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016
Electric Power Infrastructure Services Segment Results
Revenues for this segment increase d $456.5 million , or 12.8% , to $4.02 billion  for the nine months ended September 30, 2017 . This increase was primarily due to increased customer spending associated with electric transmission projects, an increase of $126.9 million in emergency restoration services revenues and approximately $30 million in revenues from acquired companies. The increase is emergency restoration services revenues primarily resulted from Hurricanes Harvey and Irma. Also contributing to the increase were more favorable foreign currency exchange rates during the three months ended September 30, 2017 , which favorably impacted revenues by approximately $11 million , primarily attributable to the relationship between the U.S. dollar and the Canadian and Australian dollars. Partially offsetting these increases were delays on certain projects, including as a result of work disruptions, deferrals and cancellations due to Hurricanes Harvey and Irma, and a decrease in renewable energy services revenues due primarily to a lower volume of renewable energy projects and a reduction in revenues associated with a power plant project in Alaska that was substantially completed in the fourth quarter of 2016.
Operating income increase d $80.5 million , or 28.5% , to $362.8 million for the nine months ended September 30, 2017 . Operating income as a percentage of segment revenues increase d to 9.0% for the nine months ended September 30, 2017 from 7.9% for the nine months ended September 30, 2016 . These increase s primarily resulted from the recognition of $54.8 million of project losses on a power plant project in Alaska during the nine months ended September 30, 2016 , as well as incremental emergency restoration services revenues in the nine months ended September 30, 2017 , which typically yield higher margins due in part to higher equipment utilization and absorption of fixed costs. Partially offsetting these increases was a loss of $13.2 million during the nine months ended September 30, 2017 on an electric transmission project that experienced road access, subcontractor and labor production issues. The project was approximately 80% complete as of September 30, 2017 . Additionally, operating income and operating income as a percentage of revenues were negatively impacted by delays on certain projects, including as a result of work disruptions, deferrals, cancellations and employee support costs due to Hurricanes Harvey and Irma and expenses incurred to support the growth of our communications services operations.

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Oil and Gas Infrastructure Services Segment Results
Revenues for this segment increase d $983.0 million , or 49.7% , to $2.96 billion for the nine months ended September 30, 2017 . This increase was primarily the result of increased capital spending by our customers on midstream gas pipeline transmission projects. The timing of construction for pipeline transmission projects is highly variable due to delays associated with obtaining permits, as well as worksite access limitations related to environmental regulations and seasonality of weather patterns. Also contributing to this increase were approximately $80 million in revenues from acquired companies and more favorable foreign currency exchange rates during the three months ended September 30, 2017 , which favorably impacted our international operations by approximately $15 million , primarily attributable to the relationship between the U.S. dollar and the Canadian and Australian dollars. During the nine months ended September 30, 2016 , revenues were negatively impacted by project delays due to forest fires in Alberta, Canada during mid-2016.
Operating income increase d $81.7 million , or 97.9% , to $165.1 million for the nine months ended September 30, 2017 . Operating income as a percentage of segment revenues increase d to 5.6% for the nine months ended September 30, 2017 from 4.2% for the nine months ended September 30, 2016 . These increase s were primarily due to the increase in segment revenue, including a higher proportion of midstream gas transmission project work which typically yields higher margins. In addition, overall higher revenues in the segment allowed for better coverage of fixed and overhead costs. Partially offsetting the increases were higher costs associated with adverse weather conditions, delays and other production issues during the three months ended September 30, 2017 on certain Canadian pipeline transmission projects. Additionally, several projects associated with our recent acquisition of Stronghold were temporarily suspended or deferred as a result of Hurricane Harvey, which negatively impacted operating income and operating income as a percentage of segment revenues.
Corporate and Non-allocated Costs
Certain selling, general and administrative expenses and amortization of intangible assets are not allocated to segments. Corporate and non-allocated costs for the nine months ended September 30, 2017 increase d $39.8 million to $202.6 million compared to the nine months ended September 30, 2016 . This increase was primarily due to $26.1 million of higher compensation costs, largely associated with higher incentive compensation based on current levels of profitability; $7.0 million in higher acquisition-related costs; $4.2 million of attorneys’ fees and related expenses associated with a matter involving our prior disposition of certain communications operations that was resolved in the three months ended March 31, 2017; and $2.4 million in charitable contributions in connection with the formation of a non-profit line training school. These increases were partially offset by $4.0 million in costs associated with the departure of our former president and chief executive officer recognized in the nine months ended September 30, 2016 .
Liquidity and Capital Resources
Cash Requirements
Our cash and cash equivalents totaled $91.5 million and $112.2 million as of September 30, 2017 and December 31, 2016 . As of September 30, 2017 and December 31, 2016 , cash and cash equivalents held in domestic bank accounts were $25.0 million and $19.5 million , and cash and cash equivalents held in foreign bank accounts were $66.5 million and $92.7 million . As of September 30, 2017 and December 31, 2016 , cash and cash equivalents held by our investments in joint ventures, which are either consolidated or proportionately consolidated, were $34.0 million and $11.5 million , of which $10.0 million and $10.0 million related to domestic joint ventures. Cash and cash equivalents held by the joint ventures are available to support joint venture operations, but we cannot utilize those assets to support our other operations. We generally have no right to a joint venture’s cash and cash equivalents other than participating in distributions and in the event of dissolution.
We were in compliance with the covenants under our credit agreement at September 30, 2017 . We anticipate that our cash and cash equivalents on hand, existing borrowing capacity under our credit facility, and our future cash flows from operations will provide sufficient funds to enable us to meet our future operating needs and our planned capital expenditures, as well as facilitate our ability to grow through acquisitions or otherwise in the foreseeable future.
Our industry is capital intensive, and we expect the need for substantial capital expenditures to continue into the foreseeable future to meet the anticipated demand for our services. Total capital expenditures are expected to range from $240 million to $250 million for 2017 , of which we have spent $168.3 million through September 30, 2017 .
We also evaluate opportunities for strategic acquisitions from time to time that may require cash, as well as opportunities to make investments in strategic partnerships with customers and infrastructure investors where we anticipate performing services such as project management, engineering, procurement or construction services. These investment opportunities exist in the markets and industries we serve and may require the use of cash in the form of debt or equity investments.

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Management continues to monitor the financial markets and general national and global economic conditions for factors that may affect our liquidity and capital resources. We consider our cash and cash equivalents investment policies to be conservative in that we maintain a diverse portfolio of what we believe to be high-quality cash and cash equivalent investments with short-term maturities. Accordingly, we do not anticipate that any weakness in the capital markets will have a material impact on the principal amounts of our cash and cash equivalents or our ability to rely upon our credit facility for funds. To date, we have not experienced a loss of or lack of access to our cash or cash equivalents or funds under our credit facility; however, our access to invested cash and cash equivalents or availability under our credit facility could be impacted in the future by adverse conditions in the financial markets.
We could be subject to additional U.S. income and foreign withholding taxes if we were to repatriate cash that is indefinitely reinvested outside of the United States. Because of the number and variability of assumptions required, it is not practicable to determine the amount of any additional U.S. tax liability that may result if we decide to no longer indefinitely reinvest foreign earnings outside the United States. If our intentions or U.S. tax laws change in the future, there may be a significant negative impact on the provision for income taxes and cash flows as a result of recording an incremental tax liability in the period such change occurs.
Sources and Uses of Cash
As of September 30, 2017 , we had cash and cash equivalents of $91.5 million  and working capital of $1.36 billion . We also had $392.8 million of outstanding letters of credit and bank guarantees, $200.6 million of which was denominated in U.S. dollars and $192.2 million of which was denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. We also had $757.5 million of outstanding revolving loans under our credit facility, $697.4 million of which was denominated in U.S. dollars and $60.1 million of which was denominated in Canadian dollars. As of September 30, 2017 , our $1.81 billion senior secured revolving credit facility had $659.7 million available for revolving loans or issuing new letters of credit or bank guarantees. As discussed in Debt Instruments - Credit Facility below, we entered into an amendment to our credit facility that extended the maturity date to October 31, 2022 and adjusted the interest rates applicable to certain borrowings.
Operating Activities
Cash flow from operations is primarily influenced by demand for our services and operating margins but can also be influenced by working capital needs associated with the various types of services that we provide. In particular, working capital needs may increase when we commence large volumes of work under circumstances where project costs, primarily associated with labor, equipment and subcontractors, are required to be paid before the receivables resulting from the work performed are billed and collected. Accordingly, changes within working capital in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, and billings in excess of costs and estimated earnings on uncompleted contracts are normally related and are typically affected on a collective basis by changes in revenue due to the timing and volume of work performed and variability in the timing of customer billings and payments. Additionally, working capital needs are generally higher during the summer and fall months due to increased demand for our services when favorable weather conditions exist in many of our operating regions. Conversely, working capital assets are typically converted to cash during the winter months. These seasonal trends can be offset by changes in the timing of projects due to delays or accelerations and other economic factors that may affect customer spending.
Operating activities of continuing operations provided net cash of $173.7 million during the three months ended September 30, 2017 as compared to $68.5 million used during the three months ended September 30, 2016 . This increase in cash flows from operating activities of continuing operations was primarily due to lower working capital related to ongoing oil and gas infrastructure projects, and to a lesser extent electric power infrastructure projects, in the three months ended September 30, 2017 and more favorable operating results. The three months ended September 30, 2017 was negatively impacted by an increase in accounts receivable associated with the high volume of emergency restoration services work performed late in the quarter. Net cash provided by operating activities during the three months ended September 30, 2016 was negatively impacted by invoicing and billing delays on two related electric transmission projects in Canada. These invoicing and billing delays were substantially resolved as of September 30, 2017 .
Operating activities of continuing operations provided net cash of $174.8 million during the nine months ended September 30, 2017 as compared to $205.1 million during the nine months ended September 30, 2016 . Net cash provided by operating activities during the nine months ended September 30, 2017 was favorably impacted by the increase in earnings during the period. However, the impact of higher earnings was more than offset by increased working capital primarily related to certain larger oil and gas infrastructure projects that were near completion as of September 30, 2017 for which the final receivables, including retentions, had not been collected as well as the negative impact of the higher accounts receivable associated with the emergency restoration services work performed late in the 2017 period as mentioned above.
Days sales outstanding (DSO) as of September 30, 2017 and 2016 was 79 days. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus costs and estimated earnings

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in excess of billings on uncompleted contracts less billings in excess of costs and estimated earnings on uncompleted contracts, divided by average revenues per day during the quarter.
Investing Activities
During the three months ended September 30, 2017 , investing activities of continuing operations used net cash of $452.3 million as compared to $59.7 million used during the three months ended September 30, 2016 . Investing activities of continuing operations in the third quarter of 2017 included $352.9 million used for acquisitions, including $347.5 million related to the Stronghold acquisition; $63.0 million used for capital expenditures; and $40.6 million used for investments in unconsolidated affiliates, primarily related to the EPC electric transmission project discussed in Note 10 to the condensed consolidated financial statements, net of certain returns related to these investments. These items were partially offset by $4.1 million of proceeds from the sale of property and equipment. Investing activities of continuing operations in the third quarter of 2016 included $35.9 million used for capital expenditures and $28.2 million used in connection with acquisitions, partially offset by $6.8 million of proceeds from the sale of property and equipment.
During the nine months ended September 30, 2017 , investing activities of continuing operations used net cash of $567.1 million as compared to $201.9 million used in the nine months ended September 30, 2016 . Investing activities of continuing operations in the nine months ended September 30, 2017 included $360.5 million used for acquisitions, including $347.5 million related to the Stronghold acquisition; $168.3 million used for capital expenditures; and $53.5 million used for investments in unconsolidated affiliates, primarily related to the EPC electric transmission project discussed in Note 10 to the condensed consolidated financial statements, net of certain returns related to these investments. These items were partially offset by $16.4 million of proceeds from the sale of property and equipment. Investing activities of continuing operations in the nine months ended September 30, 2016 included $144.4 million used for capital expenditures and $68.0 million used in connection with acquisitions, partially offset by $17.1 million of proceeds from the sale of property and equipment.
Additionally, our acquisition of Stronghold includes the potential payment of up to approximately $100.0 million of contingent consideration, payable at the end of a three-year period if the acquired business achieves certain financial targets. Any contingent consideration that is earned will be paid at least 70% in cash, and we may elect to pay up to the full amount in cash. We recorded a $51.1 million liability as of the date of acquisition based on the estimated fair value.
Our industry is capital intensive, and we expect the need for substantial capital expenditures to continue into the foreseeable future to meet the anticipated demand for our services. We also have various contractual obligations related to investments in unconsolidated affiliates and other capital commitments which are detailed in Contractual Obligations below. In addition, we expect to continue to pursue strategic acquisitions and investments, although we cannot predict the timing or magnitude of the potential cash outlays for these initiatives.
Financing Activities
During the three months ended September 30, 2017 , net cash provided by financing activities of continuing operations was $270.1 million as compared to net cash provided of $82.1 million during the three months ended September 30, 2016 . Financing activities of continuing operations in the three months ended September 30, 2017 and 2016 included $271.5 million and $83.7 million of net borrowings under our credit facility.
During the nine months ended September 30, 2017 , net cash provided by financing activities of continuing operations was $370.0 million as compared to net cash used of $10.5 million in the nine months ended September 30, 2016 . Financing activities of continuing operations in the nine months ended September 30, 2017 included $396.2 million of net borrowings under our credit facility, partially offset by $18.1 million of payments to satisfy tax withholding obligations associated with share-based compensation. Financing activities of continuing operations in the nine months ended September 30, 2016 included $7.5 million of payments to satisfy tax withholding obligations associated with share-based compensation, $6.4 million of payments on other long-term debt and $4.7 million of payments on short-term debt, partially offset by $8.4 million of net borrowings under our credit facility.
Net borrowings during the three and nine months ended September 30, 2017 were primarily utilized to fund payment of the cash portion of the consideration paid at closing for the Stronghold acquisition and additional working capital requirements associated with increases in emergency restoration services projects and the number and size of ongoing oil and gas infrastructure projects.

Stock Repurchases
During the second quarter of 2017, our board of directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2020, up to $300.0 million of our outstanding common stock (the 2017 Repurchase Program).

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Repurchases under the 2017 Repurchase Program can be made in open market and privately negotiated transactions. As of September 30, 2017 , we had not repurchased any shares of our common stock under the 2017 Repurchase Program.
During the third quarter of 2015, our board of directors approved a stock repurchase program that authorized us to purchase, from time to time through February 28, 2017, up to $1.25 billion of our outstanding common stock (the 2015 Repurchase Program). Repurchases under the 2015 Repurchase Program were made in open market and privately negotiated transactions, including pursuant to an accelerated share repurchase arrangement and an issuer repurchase plan. During 2015, we repurchased 19.2 million shares of our common stock at a cost of $449.9 million in the open market under the 2015 Repurchase Program.

During the third quarter of 2015, we also entered into an accelerated share repurchase arrangement (the ASR) to repurchase $750.0 million of our common stock under the 2015 Repurchase Program. Under the terms of the ASR, we paid $750.0 million to JPMorgan Chase Bank, National Association, London Branch (JPMorgan) and initially received 25.7 million shares of our common stock. The fair market value of these 25.7 million shares at the time of delivery was $600.0 million , and the repurchased shares and the related cost to acquire them were accounted for as an adjustment to the balance of treasury stock during the third quarter of 2015, reducing the weighted-average number of basic and diluted common shares used to calculate our earnings per share. The $150.0 million remaining under the ASR was recorded as an adjustment to “Additional Paid-In Capital” (APIC) during the third quarter of 2015 and was reclassified from APIC to treasury stock upon final settlement of the ASR on April 12, 2016 . At final settlement and based on the final volume-weighted average share price during the term of the ASR, minus a discount and subject to other adjustments, we received 9.4 million additional shares of our common stock from JPMorgan. We repurchased a total of 54.3 million shares of our common stock at a cost of $1.20 billion under the 2015 Repurchase Program prior to its termination on February 28, 2017. Other than the shares received at settlement of the ASR in the second quarter of 2016, no common stock was repurchased in the nine months ended September 30, 2017 or 2016 under the 2015 Repurchase Program.
Debt Instruments
Credit Facility
On December 18, 2015, we entered into an amended and restated credit agreement with various lenders that provides for a $1.81 billion senior secured revolving credit facility. On October 31, 2017 , we and the lenders entered into an amendment to the credit facility which, among other things, extended the maturity date from December 18, 2020 to October 31, 2022 and adjusted the interest rates applicable to certain borrowings. The entire amount available under the credit facility may be used by us for revolving loans and letters of credit in U.S. dollars and certain alternative currencies. Up to $600.0 million of the credit facility may be used by certain of our subsidiaries for revolving loans and letters of credit in certain alternative currencies. Up to $100.0 million of the credit facility may be used for swing line loans in U.S. dollars, up to $50.0 million of the credit facility may be used for swing line loans in Canadian dollars and up to $30.0 million of the credit facility may be used for swing line loans in Australian dollars. In addition, subject to the conditions specified in the credit agreement, we have the option to increase the revolving commitments by up to $400.0 million from time to time upon receipt of additional commitments from new or existing lenders. Borrowings under the credit agreement are to be used to refinance existing indebtedness and for working capital, capital expenditures and other general corporate purposes.
As of September 30, 2017 , we had $392.8 million of outstanding letters of credit and bank guarantees, $200.6 million of which were denominated in U.S. dollars and $192.2 million of which were denominated in currencies other than the U.S. dollar, primarily in Australian or Canadian dollars. We also had $757.5 million of outstanding revolving loans under the credit facility, $697.4 million of which were denominated in U.S. dollars and $60.1 million of which were denominated in Canadian dollars. The remaining $659.7 million was available for revolving loans or new letters of credit or bank guarantees.
Under our current credit agreement, from December 18, 2015 through the filing of our compliance certificate in mid-November of 2017, amounts borrowed in U.S. dollars bear interest, at our option, at a rate equal to either (i) the Eurocurrency Rate (as defined in the credit agreement) plus 1.125% to 2.125% , as determined based on our Consolidated Leverage Ratio (as described below), or (ii) the Base Rate (as described below) plus 0.125% to 1.125% , as determined based on our Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any currency other than U.S. dollars bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.125% , as determined based on our Consolidated Leverage Ratio. Standby or commercial letters of credit issued under the credit agreement are subject to a letter of credit fee of 1.125% to 2.125% , based on our Consolidated Leverage Ratio, and Performance Letters of Credit (as defined in the credit agreement) issued under the credit agreement in support of certain contractual obligations are subject to a letter of credit fee of 0.675% to 1.275% , based on our Consolidated Leverage Ratio.
Pursuant to the amendment of the credit agreement and subsequent to the filing of our compliance certificate in mid-November of 2017, amounts borrowed in U.S. dollars will bear interest, at our option, at a rate equal to either (i) the Eurocurrency Rate plus 1.125% to 2.000% , as determined based on our Consolidated Leverage Ratio, or (ii) the Base Rate plus 0.125% to 1.000% , as determined based on our Consolidated Leverage Ratio. Amounts borrowed as revolving loans under the credit agreement in any

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currency other than U.S. dollars will bear interest at a rate equal to the Eurocurrency Rate plus 1.125% to 2.000% , as determined based on our Consolidated Leverage Ratio. Additionally, subsequent to mid-November of 2017, standby or commercial letters of credit issued under the credit agreement will be subject to a letter of credit fee of 1.125% to 2.000% , based on our Consolidated Leverage Ratio, and Performance Letters of Credit issued under the credit agreement in support of certain contractual obligations will be subject to a letter of credit fee of 0.675% to 1.150% , based on our Consolidated Leverage Ratio.
We are also subject to a commitment fee of 0.20% to 0.40% , based on our Consolidated Leverage Ratio, on any unused availability under the credit agreement.
 
The Consolidated Leverage Ratio is the ratio of our Consolidated Funded Indebtedness to Consolidated EBITDA (as those terms are defined in the credit agreement). For purposes of calculating our Consolidated Leverage Ratio, Consolidated Funded Indebtedness is reduced by available cash and Cash Equivalents (as defined in the credit agreement) in excess of $25.0 million . The Base Rate equals the highest of (i) the Federal Funds Rate (as defined in the credit agreement) plus 0.5% , (ii) the prime rate publicly announced by Bank of America, N.A. and (iii) the Eurocurrency Rate plus 1.00% .
Subject to certain exceptions, the credit agreement is secured by substantially all of our assets and the assets of our wholly owned U.S. subsidiaries and by a pledge of all of the capital stock of our wholly owned U.S. subsidiaries and 65% of the capital stock of direct foreign subsidiaries of our wholly owned U.S. subsidiaries. Our wholly owned U.S. subsidiaries also guarantee the repayment of all amounts due under the credit agreement. Subject to certain conditions, all collateral will automatically be released from the liens at any time we maintain an Investment Grade Rating (defined in the credit agreement as two of the following three conditions being met: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc.).
The credit agreement contains certain covenants, including (1) a maximum Consolidated Leverage Ratio of 3.0 to 1.0 (provided that in connection with certain permitted acquisitions in excess of $200.0 million, such ratio is 3.5 to 1.0 for the fiscal quarter in which the acquisition is completed and the two subsequent fiscal quarters) and (2) a minimum Consolidated Interest Coverage Ratio (as defined in the credit agreement) of 3.0 to 1.0. As of September 30, 2017 , we were in compliance with all of the covenants in the credit agreement.
The credit agreement also limits certain acquisitions, mergers and consolidations, indebtedness, asset sales and prepayments of indebtedness and, subject to certain exceptions, prohibits liens on our assets. The credit agreement allows cash payments for dividends and stock repurchases subject to compliance with the following requirements (after giving effect to the dividend or stock repurchase): (i) no default or event of default under the credit agreement; (ii) continued compliance with the financial covenants in the credit agreement; and (iii) at least $100.0 million of availability under the credit agreement and/or cash and cash equivalents on hand.
The credit agreement provides for customary events of default and contains cross-default provisions with our underwriting, continuing indemnity and security agreement with our sureties and all of our other debt instruments exceeding $100.0 million in borrowings or availability. If an Event of Default (as defined in the credit agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the credit agreement, the lenders may declare all amounts outstanding and accrued and unpaid interest immediately due and payable, require that we provide cash collateral for all outstanding letter of credit obligations, terminate the commitments under the credit agreement, and foreclose on the collateral.
Off-Balance Sheet Transactions
As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. Our significant off-balance sheet transactions include obligations relating to our investments and joint venture arrangements, liabilities associated with non-cancelable operating leases, letters of credit obligations, surety guarantees related to performance bonds, commitments to purchase equipment and certain multiemployer pension plan liabilities.
Investments in Affiliates and Other Entities
Certain joint venture structures involve risks not directly reflected in our balance sheets. For example, we have guaranteed all of the obligations of certain joint ventures under contracts with the customer. Additionally, other joint venture arrangements qualify as a general partnership, for which we are jointly and severally liable for all of the obligations of the joint venture. In our joint venture arrangements, typically each joint venture party indemnifies the other party for any liabilities incurred in excess of the liabilities such other party is obligated to bear under the respective joint venture agreement.

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Leases
We enter into non-cancelable operating leases for many of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for use of facilities, vehicles and equipment rather than purchasing them. We may decide to cancel or terminate a lease before the end of its term, in which case we are typically liable to the lessor for the remaining lease payments under the term of the lease.
We have guaranteed the residual value of the underlying assets under certain of our equipment operating leases at the date of termination of such leases. We have agreed to pay any difference between this residual value and the fair market value of each underlying asset as of the lease termination date. As of September 30, 2017 , the maximum guaranteed residual value was $614.0 million . We believe that no significant payments will be made as a result of the difference between the fair market value of the leased equipment and the guaranteed residual value. However, there can be no assurance that future significant payments will not be required.
Letters of Credit
Certain of our vendors require letters of credit to ensure reimbursement for amounts they disburse on our behalf, such as to beneficiaries under our self-funded insurance programs. In addition, from time to time, certain customers require us to post letters of credit to ensure payment of subcontractors and vendors and guarantee performance under our contracts. Such letters of credit are generally issued by a bank or similar financial institution, typically pursuant to our credit agreement. Each letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder claims that we have failed to perform specified actions. If this were to occur, we would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, we may also be required to record a charge to earnings for the reimbursement. We do not believe that it is likely that any material claims will be made under a letter of credit in the foreseeable future.
As of September 30, 2017 , we had $392.8 million in outstanding letters of credit and bank guarantees securing our casualty insurance program and various contractual commitments. These are irrevocable stand-by letters of credit with maturities generally expiring at various times throughout 2017 and 2018 . Upon maturity, it is expected that the majority of the letters of credit related to the casualty insurance program will be renewed for subsequent one-year periods.
Performance Bonds and Parent Guarantees
Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for any expenses or outlays it incurs. Under our underwriting, continuing indemnity and security agreement with our sureties and with the consent of the lenders that are party to our credit agreement, we have granted security interests in certain of our assets to collateralize our obligations to the sureties. Subject to certain conditions and consistent with terms of our credit agreement, these security interests will be automatically released if we maintain a credit rating that meets two of the following three conditions: (i) a corporate credit rating that is BBB- or higher by Standard & Poor’s Rating Services, (ii) a corporate family rating that is Baa3 or higher by Moody’s Investors Services, Inc. or (iii) a corporate credit rating that is BBB- or higher by Fitch Ratings, Inc. We may be required to post letters of credit or other collateral in favor of the sureties or our customers in the future, which would reduce the borrowing availability under our credit facility. To date, we have not been required to make any reimbursements to our sureties for bond-related costs. We believe that it is unlikely that we will have to fund significant claims under our surety arrangements in the foreseeable future.
As of September 30, 2017 , the total amount of outstanding performance bonds was estimated to be approximately $3.5 billion . Our estimated maximum exposure as it relates to the value of performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each of our commitments under the performance bonds generally extinguishes concurrently with the expiration of our related contractual obligation. The estimated cost to complete these bonded projects was approximately $889 million as of September 30, 2017 .
Additionally, from time to time, we guarantee the obligations of our wholly owned subsidiaries, including obligations in connection with certain contracts with customers, lease obligations, joint venture arrangements and, in some states, contractors’ licenses. We are not aware of any material obligations for performance or payment asserted against us under any of these guarantees.

Equipment Purchase Commitments
See Contractual Obligations - Equipment Purchase Obligations below for a description of these obligations.
Multiemployer Pension Plans
See Contractual Obligations - Multiemployer Pension Plans below for a description of these obligations.

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Contractual Obligations
The following table summarizes our future contractual obligations as of September 30, 2017 , excluding amounts related to certain capital commitments related to investments in unconsolidated affiliates, unrecognized tax benefits, multiemployer pension plan obligations, interest associated with letters of credit and bank guarantees, commitment fees under our credit facility, commitments associated with our insurance liabilities and acquisition-related contingent consideration liabilities (in thousands):

 
Total
 
Remainder of 2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
Long-term debt - principal (1)
$
759,725

 
$
358

 
$
158

 
$
1,666

 
$
757,543

 
$

 
$

Long-term debt - cash interest (2)
62

 
11

 
44

 
7

 

 

 

Operating lease obligations
316,594

 
34,740

 
104,091

 
69,368

 
43,544

 
24,880

 
39,971

Capital lease and related interest obligations (3)
3,287

 
1,378

 
1,201

 
708

 


 

 

Equipment purchase commitments
6,593

 
4,688

 
1,905

 

 

 

 

Capital commitment related to investments in unconsolidated affiliates
25,771

 
367

 

 
25,404

 

 

 

Total
$
1,112,032

 
$
41,542

 
$
107,399

 
$
97,153

 
$
801,087

 
$
24,880

 
$
39,971

(1) Amounts were recorded in our September 30, 2017 condensed consolidated balance sheet and included $757.5 million of outstanding revolving loans under our credit facility, which bear interest at variable market rates. Assuming the principal amount outstanding at September 30, 2017 remained outstanding and the interest rate in effect at September 30, 2017 remained the same, the annual cash interest expense with respect to the credit facility would be approximately $20.3 million , payable for the remainder of the term of the credit facility. As previously discussed, on October 31, 2017 , we and the lenders entered into an amendment to the credit facility which, among other things, extended the maturity date from December 18, 2020 to October 31, 2022 and adjusted the interest rates applicable to certain borrowings. If the adjusted interest rates had been in effect as of September 30, 2017 and assuming the principal amount outstanding at September 30, 2017 remained outstanding, annual cash interest expense with respect to the amended credit facility would be approximately $19.3 million , payable through the new maturity date. For additional information on the adjusted interest rates see Liquidity and Capital Resources above.
(2) Amounts relate to cash interest expense on our fixed-rate long-term debt, which excludes the credit facility.
(3) Principal amounts of capital lease obligations were recorded in our September 30, 2017 condensed consolidated balance sheet.

Equipment Purchase Commitments
We have committed capital for the expansion of our vehicle fleet in order to accommodate manufacturer lead times on certain types of vehicles. As of September 30, 2017 , $4.7 million of production orders were issued with expected delivery dates in 2017 , and $1.9 million of production orders were issued with expected delivery dates in 2018 . Although we have committed to the purchase of these vehicles at the time of their delivery, we intend that these orders will be assigned to third party leasing companies and made available to us under certain of our master equipment lease agreements, which will release us from our capital commitment.
Capital Commitments Related to Investments in Unconsolidated Affiliates
We have excluded from the Contractual Obligations table additional capital commitments associated with investments in unconsolidated affiliates related to planned oil and gas infrastructure projects of $16.9 million because we are unable to determine the exact timing of these capital commitments. We anticipate these commitments to be paid by May 31, 2022 , and as specific commitment amounts and their timing are determined, we will reflect such amounts in the Contractual Obligations table. Additionally, during the nine months ended September 30, 2017 , we formed a partnership with select investors that provides $1.0 billion of capital, including $80.0 million from us, available to invest in certain specified types of infrastructure projects through July 1, 2024.
Unrecognized Tax Benefits
During 2016, the Internal Revenue Service completed its examination related to tax years 2010 , 2011 and 2012 ; however, certain subsidiaries remain under examination by various U.S. state, Canadian and other foreign tax authorities for multiple periods, and the amount of unrecognized tax benefits could therefore increase or decrease as a result of the expiration of certain statute of limitations periods or settlements of these examinations. We believe it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $13.7 million due to the expiration of certain statute of limitations periods or settlements of the examinations.

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Multiemployer Pension Plans
The previously presented table of estimated contractual obligations does not reflect the obligations under the multiemployer pension plans in which our union employees participate. Some of our operating units are parties to various collective bargaining agreements that require us to provide to the employees subject to these agreements specified wages and benefits, as well as to make contributions to multiemployer pension plans. Our multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on our union employee payrolls. The location and number of union employees that we employ at any given time and the plans in which they may participate vary depending on the projects we have ongoing at any time and the need for union resources in connection with those projects. Therefore, we are unable to accurately predict our union employee payroll and the amount of the resulting multiemployer pension plan contribution obligations for future periods.
We may also be required to make additional contributions to our multiemployer pension plans if they become underfunded, and these additional contributions will be determined based on our union employee payrolls. The Pension Protection Act of 2006 added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status. Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. A number of multiemployer plans to which our operating units contribute or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that we may be obligated to contribute to these plans in the future cannot be reasonably estimated and are not included in the above table due to uncertainty of the future levels of work that require the specific use of the union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.
We may also have additional liabilities imposed by law as a result of our participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon employers who are contributors to a multiemployer plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. These liabilities include an allocable share of the unfunded vested benefits in the plan for all plan participants, not merely the benefits payable to a contributing employer’s own retirees. Other than as noted below, we are not aware of any material amounts of withdrawal liability that have been or are expected to be incurred as a result of a withdrawal by any of our operating units from any multiemployer defined benefit pension plans.
2011 Central States Plan Withdrawal Liability. In the fourth quarter of 2011, certain of our subsidiaries withdrew from the Central States, Southeast and Southwest Areas Pension Plan (the Central States Plan). This withdrawal event was the result of an amendment to a collective bargaining agreement with the International Brotherhood of Teamsters (Teamsters) that eliminated certain employers’ obligations to contribute to the Central States Plan, which was then in critical status and significantly underfunded as to its vested benefit obligations. The amendment was negotiated by the Pipe Line Contractors Association (PLCA) on behalf of its members, which include certain of our subsidiaries. Because certain of our other subsidiaries continued participation in the Central States Plan into 2012, the subsidiaries’ withdrawals in 2011 effected only a partial withdrawal on our behalf in 2011. We believed that the partial withdrawal was advantageous because it limited exposure to increased liability resulting from a future withdrawal event, at which point the Central States Plan could have been further underfunded. We and other PLCA members now contribute to a different multiemployer pension plan on behalf of the affected Teamsters employees. While certain of our subsidiaries continued participation in the Central States Plan into 2012, we believe that such subsidiaries withdrew from the Central States Plan in 2012, thereby effecting a complete withdrawal as of December 30, 2012 for all Quanta subsidiaries.
In connection with the partial withdrawal in 2011, we recorded a withdrawal liability of approximately $32.6 million in the fourth quarter of 2011 based on estimates received from the Central States Plan. The Central States Plan subsequently asserted that the withdrawal of the PLCA members, and thus our partial withdrawal, was not effective in 2011. The PLCA and Quanta believed at that time that a legally effective withdrawal had occurred during the fourth quarter of 2011, and this issue was litigated in the federal district court for the Northern District of Illinois, Eastern Division. In September 2013, the district court ruled in favor of the Central States Plan, and that decision was appealed by the PLCA. In July 2014, the Central States Plan provided us with a Notice and Demand claiming partial withdrawal liability in the amount of $39.6 million and requiring Quanta to make payments on this assessment while the dispute is ongoing. In September 2015, the United States Court of Appeals for the Seventh Circuit ruled in favor of the PLCA and reversed the district court’s previous ruling, which had been in favor of the Central States Plan. Based on the outcome of the appeal, in January 2016, the Central States Plan issued a revised Notice and Demand claiming partial withdrawal liability in the amount of $32.9 million .
Separately, in December 2013, the Central States Plan filed lawsuits against two of our subsidiaries in connection with their withdrawal in 2012. In the first lawsuit, the Central States Plan alleged that the subsidiary elected to participate in the Central

53




States Plan pursuant to the collective bargaining agreement under which it participated. We argued that no such election was made and that any payments made to the Central States Plan were made in error. In July 2014, the parties reached an agreement to settle the lawsuit, and the court dismissed the case with prejudice. In the second lawsuit, the Central States Plan alleged that contributions made by our subsidiary to a new industry fund created after we withdrew from the Central States Plan should have been made to the Central States Plan. This arguably would have extended our withdrawal date for this subsidiary to at least the end of 2013. We disputed these allegations on the basis that we properly paid contributions to the new industry fund based on the terms of the collective bargaining agreement under which we participated and asserted that we terminated our obligation to contribute to the Central States Plan by the end of 2012. The parties both moved for summary judgment, and in March 2015, the court entered judgment in our favor. The Central States Plan filed a notice of appeal in April 2015, and in December 2015, the Central States Plan agreed to dismiss the appeal with prejudice.
The ultimate liability associated with the complete withdrawal of our subsidiaries from the Central States Plan will depend on various factors, including interpretations of the terms of the collective bargaining agreements under which the subsidiaries participated and whether exemptions from withdrawal liability applicable to construction industry employers will be available. In September 2017, the Central States Plan provided revised estimates indicating that the total withdrawal liability based on certain withdrawal scenarios could range between $42.2 million and $48.2 million . We believe this to be the range of reasonably possible loss for this matter and previously recorded an adjustment to cost of services that is within such range. However, given the unknown nature of some of the factors mentioned above, the final withdrawal liability cannot yet be determined with certainty. Accordingly, it is reasonably possible that the amount owed upon final resolution of these matters could be materially higher than the expense we recognized through September 30, 2017 . Although we dispute the total liability owed to the Central States Plan, we continue to make monthly payments according to the terms of the January 2016 Notice and Demand while the parties determine the final withdrawal liability. As of September 30, 2017 , we had made payments totaling $22.3 million toward the withdrawal liability assessment.
2013 Central States Plan Withdrawal Liability. On October 9, 2013, we acquired a company that experienced a complete withdrawal from the Central States Plan prior to the date of acquisition. Prior to the acquisition, the Central States Plan issued a Notice and Demand to the acquired company claiming a withdrawal liability in the total amount of $6.9 million and requiring payments to be made on this assessment while the dispute is ongoing. In connection with the acquisition, we recorded an initial liability of $4.8 million related to this withdrawal liability, and a portion of the purchase price for the acquired company was deposited into an escrow account to fund any withdrawal obligation in excess of the initial liability recorded. In January 2016, the Central States Plan issued a revised Notice and Demand claiming a withdrawal liability in the amount of $4.8 million . Although we continue to dispute the total liability owed to the Central States Plan, we continue to make monthly payments according to the terms of this revised Notice and Demand while the parties determine the final withdrawal liability. As of September 30, 2017 , payments totaling $4.0 million had been made toward the withdrawal liability assessment.
The final amount of withdrawal liability payable in connection with this matter remains the subject of a pending arbitration proceeding and will ultimately depend on various factors, including the outcome of the PLCA litigation described above. However, the acquired company’s withdrawal from the Central States Plan is not expected to have a material impact on our financial condition, results of operations or cash flows.
Letters of Credit and Bank Guarantee Fees and Commitment Fees
We have excluded from the Contractual Obligations table interest associated with letters of credit and bank guarantees and commitment fees under our credit facility because the outstanding letters of credit and bank guarantees, availability and applicable interest rates and fees are variable. For additional information regarding our letters of credit and bank guarantees and the interest rates and fees associated with these items and our borrowings under our credit facility, see Liquidity and Capital Resources - Debt Instruments - Credit Facility above.
Self-Insurance
We are insured for employer’s liability, workers’ compensation, auto liability and general liability claims. Under these programs, the deductible for employer’s liability is $1.0 million per occurrence, the deductible for workers’ compensation is $5.0 million per occurrence, and the deductibles for auto liability and general liability are $10.0 million per occurrence. We are generally self-insured for all claims that do not exceed the amount of the applicable deductible. In connection with our casualty insurance programs, we are required to issue letters of credit to secure our self-insured obligations. We also have employee health care benefit plans for most employees not subject to collective bargaining agreements, of which the primary plan is subject to a deductible of $0.4 million per claimant per year.

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Losses under all of these insurance programs are accrued based upon our estimate of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries. These insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the extent of damage, the determination of our liability in proportion to other parties and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals are adequate. As of September 30, 2017 and December 31, 2016 , the gross amount accrued for insurance claims totaled $255.7 million and $218.2 million , with $198.3 million and $162.0 million considered to be long-term and included in “Insurance and other non-current liabilities.” Related insurance recoveries/receivables as of September 30, 2017 and December 31, 2016 were $45.1 million and $8.7 million , of which $0.5 million and $0.4 million were included in “Prepaid expenses and other current assets” and $44.6 million and $8.3 million were included in “Other assets, net.”
We renew our insurance policies on an annual basis, and therefore deductibles and levels of insurance coverage may change in future periods. In addition, insurers may cancel our coverage or determine to exclude certain items from coverage, or we may elect not to obtain certain types or incremental levels of insurance if we believe that the cost to obtain such coverage exceeds any additional benefits. In any such event, our overall risk exposure would increase, which could negatively affect our results of operations, financial condition and cash flows. The Contractual Obligations table excludes commitments associated with our insurance liabilities, as we are unable to determine the timing of payments related to these obligations.
Contingent Consideration
We have excluded from the Contractual Obligations table acquisition-related contingent consideration liabilities, which represent the estimated fair value of future amounts payable to the former owners of acquired businesses, since the amounts have not been earned and we are unable to determine the portion of the liabilities that will be settled in cash and the exact timing of any such payments as of September 30, 2017 . Payment of such consideration is contingent on the future financial performance of the acquired businesses, and the fair value of such consideration is estimated by management based on entity-specific assumptions that are evaluated on an ongoing basis. As of September 30, 2017 and December 31, 2016 , the fair value of these contingent consideration liabilities totaled $70.9 million and $19.5 million , all of which was included in “Insurance and other non-current liabilities” on our condensed consolidated balance sheets. Since acquisition-related contingent consideration liabilities are contingent upon future events, we include these liabilities in the Contractual Obligations table when the contingencies are resolved. We expect a significant portion of these liabilities to be settled by late 2020 or early 2021.
The fair values of the contingent consideration liabilities as of September 30, 2017 was determined using a Monte Carlo simulation valuation methodology based on probability-weighted financial performance projections and other inputs including a discount rate and an expected volatility factor for each acquisition. The discount rates ranged from 1.1% to 1.8% depending on the settlement methods available and are generally based on a risk-free rate and/or our cost of debt. The expected volatility factors ranged from 25.0% to 29.6% based on historical asset volatility of selected guideline public companies. The fair value determinations incorporate significant inputs not observable in the market. Accordingly, the level of inputs used for these fair value measurements is the lowest level (Level 3), as further described in Note 2 to our condensed consolidated financial statements. Significant changes in any of these assumptions could result in a significantly higher or lower potential liability.
The majority of our contingent consideration liabilities are subject to a maximum payment amount, which aggregated to $139.5 million as of September 30, 2017 . One contingent consideration liability is not subject to a maximum payout amount, and the fair value of that liability was $1.0 million as of September 30, 2017 .
Our aggregate contingent consideration liabilities can change due to additional business acquisitions, payments to settle outstanding liabilities, changes in the fair value of amounts owed to former owners of the acquired businesses, and foreign currency translation gains or losses. During the three and nine months ended September 30, 2017 , the acquisition of Stronghold increased our contingent consideration liabilities by $51.1 million . During the three and nine months ended September 30, 2016 , acquisitions increased our contingent consideration liabilities by $3.3 million and $18.7 million . We made no payments related to contingent consideration during the three and nine months ended September 30, 2017 and no payments and a nominal payment during the three and nine months ended September 30, 2016 . Fair value adjustments will be reflected in operating income on our condensed consolidated statements of operations. No changes in the fair value of contingent consideration liabilities have occurred during the three and nine months ended September 30, 2017 and 2016 .
Concentrations of Credit Risk
We are subject to concentrations of credit risk related primarily to our cash and cash equivalents and our net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of our cash and cash equivalents are managed by what we believe to be high credit quality financial institutions. In accordance with our investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what we believe to be

55




high quality investments, which primarily include interest-bearing demand deposits, money market investments, money market mutual funds and investment grade commercial paper with original maturities of three months or less. Although we do not currently believe the principal amount of these cash and cash equivalents is subject to any material risk of loss, changes in economic conditions could impact the interest income we receive from these investments. In addition, we grant credit under normal payment terms, generally without collateral, to our customers, which include electric power and oil and gas companies, governmental entities, general contractors, and builders, owners and managers of commercial and industrial properties located primarily in the United States, Canada and Australia. Consequently, we are subject to potential credit risk related to changes in business and economic factors in these countries, which may be heightened as a result of uncertain economic and financial market conditions that have existed in recent years. However, we generally have certain statutory lien rights with respect to services provided. Historically, some of our customers have experienced significant financial difficulties, and others may experience financial difficulties in the future. These difficulties expose us to increased risk related to collectability of billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts for services we have performed.
At December 31, 2016 , one customer within our Electric Power Infrastructure Services segment accounted for approximately 16% of our consolidated net receivable position. Portions of this net receivable balance were related to invoicing challenges and billing delays on two electric transmission projects located in remote regions of northeastern Canada, which resulted from changed site conditions requiring extensive quality assurance documentation and administrative requirements. During the second quarter of 2017, we and the customer reached a settlement and entered into a renegotiated contract, which eliminated the previous scheduling and billing issues and settled outstanding change orders.
Additionally, one customer within our Oil and Gas Infrastructure Services segment accounted for approximately 10% of our consolidated net receivable position at September 30, 2017 . This same customer also accounted for approximately 10% of our consolidated revenues during the three and nine months ended September 30, 2017 . No other customers represented 10% or more of our consolidated net receivable position as of September 30, 2017 or December 31, 2016 , and no other customers represented 10% or more of our consolidated revenues for the three or nine months ended September 30, 2017 or 2016 .
Legal Proceedings
We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. See Legal Proceedings and Collective Bargaining Agreements in Note 10 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report for additional information regarding litigation, claims and other legal proceedings.
Related Party Transactions
In the normal course of business, we enter into transactions from time to time with related parties. Our significant related party transactions typically take the form of facility leases with prior owners of certain acquired companies.
New Accounting Pronouncements
Adoption of New Accounting Pronouncements
In July 2015 , the FASB issued an update that requires inventory to be measured at the lower of either cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. We adopted this guidance effective January 1, 2017 , and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.
In March 2016 , the FASB issued an update that amends the accounting for share-based payments in several key areas, including the treatment and cash flow presentation of tax effects related to the settlement of share-based payments and the accounting for forfeitures of share-based awards. The new guidance requires companies with share-based payments to record all related tax effects at settlement (or expiration) through income tax expense on the statement of operations rather than through APIC within equity. This update also requires excess tax benefits to be classified as an operating activity on the statement of cash flows rather than reclassified as a financing activity and requires cash paid by an employer when withholding shares for the employee portion of taxes to be presented as a financing activity. The update also allows companies to either account for forfeitures of share-based payments as they occur or to estimate forfeitures. This guidance is required to be applied prospectively except for the classification of cash related to tax withholding, which requires retrospective application. We adopted this guidance effective January 1, 2017 and will continue to estimate forfeitures of share-based payments. We anticipate increased volatility of income tax expense after

56




adoption of this guidance, and during the three and nine months ended September 30, 2017 recorded income tax benefits of $0.1 million and $5.1 million related to the settlement of share-based awards. APIC was not adjusted for amounts recorded prior to 2017, and therefore our retained earnings were not affected by the adoption of this guidance. Additionally, $0.3 million and $7.5 million were reclassified from operating activities to financing activities on our statements of cash flows for the three and nine months ended September 30, 2016 associated with cash paid by us to satisfy tax withholding obligations for share-settled awards. Further, the presentation of excess tax benefits on the statements of cash flows is now shown as cash flows from operating activities rather than in financing activities. The excess tax benefits reclassified to operating activities for the three and nine months ended September 30, 2016 were $0.5 million and $0.7 million .
In October 2016 , the FASB issued an update that amends the consolidation guidance related to how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the VIE held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. We adopted this guidance on January 1, 2017 , and the adoption of the update did not have a significant impact on our consolidated financial statements or related disclosures.
Accounting Standards Not Yet Adopted
In May 2014 , the FASB issued an update that supersedes most current revenue recognition guidance as well as some cost recognition guidance. The update requires that the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for fiscal years beginning on or after December 15, 2017 and can be applied on a full retrospective or modified retrospective basis, whereby the entity records a cumulative effect of initially applying this update at the date of initial application.
We are currently evaluating the potential impact of this update on our consolidated financial statements and are planning to adopt the update using the modified retrospective transition method effective January 1, 2018 , which will result in a cumulative-effect adjustment recorded in retained earnings. We have evaluated the impact of this update on a sample of our contracts expected to be representative of the population of contracts that will generate revenues in 2018 and based on the sample results do not expect the update to materially affect our results of operations, financial position or cash flows. We have begun evaluating the impact of this update on the remainder of our contracts that are anticipated to generate revenues in 2018 and are in the process of implementing changes to our processes and controls to meet the reporting and disclosure requirements of this update.
In January 2016 , the FASB issued an update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments to provide users of financial statements with more decision-useful information. The new standard is effective for interim and annual periods beginning after December 15, 2017 . We are evaluating the impact of the new standard on our consolidated financial statements and will adopt the new standard by January 1, 2018 .
In February 2016 , the FASB issued an update that requires companies to recognize on the balance sheet the contractual right to use assets and liabilities corresponding to the rights and obligations created by lease contracts. The new standard is effective for interim and annual periods beginning after December 15, 2018 . While we continue to evaluate the effect of the standard on our consolidated financial statements, it is anticipated that the adoption of the standard will materially impact our statement of financial position.
In June 2016 , the FASB issued an update that will change the way companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update will require companies to use an “expected loss” model for instruments measured at amortized cost and to record allowances for available-for-sale debt securities rather than reduce the carrying amounts. The update will also require disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. Companies will apply this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019 . We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2020 .
In August 2016 , the FASB issued an update intended to standardize the classification of certain transactions on the statement of cash flows . These transactions include contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investments. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 and requires application using

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a retrospective transition method. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018 .
In October 2016 , the FASB issued an update that will require a reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new guidance will not apply to intra-entity transfers of inventory. The income tax consequences from the sale of inventory from one member of a consolidated entity to another will continue to be deferred until the inventory is sold to a third party. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 . The modified retrospective method will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018 .
 
In November 2016 , the FASB issued an update intended to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows . The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 . The retrospective transition method will be required for this new guidance. We are currently evaluating the impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018 .
In January 2017 , the FASB issued an update intended to clarify whether transactions should be accounted for as acquisitions or disposals of assets or businesses. When substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or group is not a business. The update will require, among other things, that to be considered a business, a set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Additionally, the update will remove the evaluation of whether a market participant could replace missing elements in order to consider the set of assets and activities a business, will provide more stringent criteria for sets without outputs and will narrow the definition of output. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017 and the prospective transition method will be required for this new guidance. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2018 .
Also in January 2017 , the FASB issued an update intended to simplify the subsequent measurement of goodwill by eliminating the second step in the current two-step goodwill impairment test. The update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. Additionally, the update will eliminate the requirement that a reporting unit with a zero or negative carrying amount perform a qualitative assessment and the second step of the two-step goodwill impairment test and will instead require disclosure of the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for interim and annual reporting periods beginning after December 15, 2019 . The prospective transition method will be required for this new guidance. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements and will adopt this guidance by January 1, 2020 .
In May 2017 , the FASB issued an update providing guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. A modification should be accounted for unless the following characteristics of the award are unchanged: the fair value, the vesting conditions and the classification as an equity instrument or a liability instrument. The update is effective for interim and annual periods beginning after December 15, 2017 and is required to be applied prospectively. We are evaluating the impact of the new accounting standard on our consolidated financial statements and will adopt the new standard by January 1, 2018 .
In August 2017 , the FASB issued an update which amends and simplifies existing guidance for presenting the economic effects of risk management activities in the financial statements. The update is effective for interim and annual periods beginning after December 15, 2018 . The amended presentation and disclosure guidance is required only prospectively, but certain amendments, if applicable, could require a cumulative-effect adjustment. We are evaluating the impact of this new standard on our consolidated financial statements and will adopt the new standard by January 1, 2019 ; however, as of September 30, 2017 , we had no hedging relationships outstanding.
Outlook
We believe there are growth opportunities across the industries we serve and continue to have a positive long-term outlook. Overall, favorable end-market drivers have spurred demand for infrastructure services in both our electric power infrastructure and oil and gas infrastructure segments, and we believe both segments are generally entering a renewed multi-year up-cycle. We

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are focused on long-term growth and continuing to distinguish ourselves through safe execution and best-in-class field leadership. We will pursue opportunities designed to enhance our core business and leadership position in the industry and provide innovative solutions to our customers. We believe our unique operating model and entrepreneurial mindset will continue to provide us the foundation to generate long-term value for all of our stakeholders.
However, we and our customers continue to operate in a fluid business environment, with gradual improvement in the United States and Canadian economies yet continuing uncertainty in the marketplace overall. Certain of our end markets remain challenged as oil and natural gas prices and the broader energy market have not recovered or fully stabilized from the significant decline that began in mid-2014. Though our Canadian operations have stabilized, the Canadian economy has been significantly affected due to the influence of the energy industry on the country’s economy, which in turn has adversely impacted both our electric power and oil and gas infrastructure services operations in Canada. Our customers also face stringent regulatory and environmental requirements, which have resulted in construction delays in some cases, particularly for larger electric transmission and pipeline projects. While these various challenges have negatively affected our operations in the past and may in the future, we believe that our financial and operational strength will enable us to manage these challenges and uncertainties, and we remain optimistic about our near-term and long-term opportunities.
Electric Power Infrastructure Services Segment
Certain portions of the North American electric grid are aging and require significant upgrades, maintenance and expansion to meet current and future demands for reliable power delivery. Over the past several years, many utilities across North America have begun to implement plans to upgrade their transmission systems in order to improve reliability and reduce congestion. Among other things, these activities include new construction, structure change-outs, line upgrades and maintenance projects on many transmission systems. In addition, state renewable portfolio standards, which set required or voluntary standards for how much power is to be generated from renewable energy sources, can result in the need for additional transmission lines and substations to transport the power from these facilities, which are often in remote locations, to demand centers. Other factors, such as the reliability standards issued by the North American Electric Reliability Corporation and other regulatory actions, are also driving transmission system upgrades and expansions. We believe these factors create significant opportunities for our transmission infrastructure services.
Demand for electricity in North America is expected to grow over the long term. Certain segments of the North American electric power grid are not adequate to efficiently serve the power needs of the future. The electric power grid is aging and, in some cases, lacks redundancy. The increasing demand for electricity, coupled with these issues, has affected and will continue to affect reliability, requiring utilities to upgrade and expand their existing transmission and distribution systems. Current federal legislation also requires the power industry to meet federal reliability standards for its transmission and distribution systems. We expect these system upgrades could result in increased spending and increased demand for our services over the long term.
As demand for power grows, the need for new power generation facilities is expected to grow. The development of new traditional power generation facilities, as well as renewable energy sources such as solar, wind and certain types of natural gas generation facilities, requires new or expanded transmission infrastructure to transport power to demand centers. Renewable energy sources in particular often require significant transmission infrastructure due to their remote location. As a result, we anticipate that future development of new power generation will lead to increased demand over the long term for our electric transmission design and construction services, as well as our substation engineering and installation services.
The significant improvement in access to natural gas resources from unconventional shale formations in the United States and Canada, driven by technological advancements, has dramatically increased the near- and long-term supply of natural gas in North America. This increase in supply has also resulted in low natural gas prices for the past several years. As a result, it is anticipated that the amount of electricity generated by natural gas powered plants will increase and, for the foreseeable future, the majority of fossil fuel generation facilities built in North America will be fueled by natural gas. Further, existing emissions regulations have resulted in the development of natural gas generation facilities to replace coal generation plants that are being retired. To the extent these dynamics continue, they are expected to result in the need for additional North American transmission and substation infrastructure to interconnect new natural gas fired generation facilities. It is also anticipated that modifications to and reengineering of existing transmission and substation infrastructure will be required as existing coal and nuclear generation facilities are retired or shut down.
We consider renewable energy, including solar and wind generation facilities, to be an ongoing opportunity for our engineering, project management and installation services. Concerns about greenhouse gas emissions, as well as the goal of reducing reliance on power generation from fossil fuels, have created demand for more renewable energy sources. Renewable portfolio standards, which mandate that renewable energy constitute a specified percentage of a utility’s power generation by a specified date, exist in many states. We believe that our comprehensive services, industry knowledge and experience in the design,

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installation and maintenance of renewable energy facilities will enable us to support renewable energy efforts. However, we believe there is some uncertainty whether some of these projects will advance to award and construction. The economic feasibility of renewable energy projects, and therefore the attractiveness of investment in such projects, may depend on the availability of tax incentive programs or the ability of the project developer to take advantage of such incentives. There is no assurance that the government will extend existing tax incentives or create new incentive or funding programs.
 
The Federal Energy Regulatory Commission (FERC) issued FERC Order No. 1000 to promote more efficient and cost-effective development of new transmission facilities. The order establishes transmission planning and cost allocation requirements intended to facilitate multi-state electric transmission lines and to encourage competition by removing, under certain conditions, federal rights of first refusal from FERC-approved tariffs and agreements. In the short-term, we believe implementation of and compliance with the order has created some confusion and uncertainty for utilities and regulators, which has adversely impacted the timing of some potential transmission projects and spending, and that modifications may be necessary to spur certain intended transmission investment. If these challenges are resolved, we believe FERC Order No. 1000 has the potential to favorably impact electric transmission line development over time, particularly for large, high-voltage electric transmission projects.
Several existing, pending or proposed legislative or regulatory actions may also positively affect demand for the services provided by this segment in the long term, particularly in connection with electric power infrastructure and renewable energy spending. For example, legislative or regulatory action that alleviates some of the siting and right-of-way challenges that impact transmission projects would potentially accelerate future transmission line construction. We also anticipate increased infrastructure spending by our customers as a result of regulation requiring the power industry to meet federal reliability standards for its transmission and distribution systems and providing incentives to the industry to invest in and improve maintenance on its systems.
Regulatory and environmental permitting processes remain a hurdle for some proposed transmission and renewable energy projects, and these factors continue to create uncertainty as to timing of this spending. In the near term, our electric power infrastructure services operations, particularly with respect to larger transmission projects, have been impacted by regulatory delays. However, we expect many of these projects to move forward over a multi-year period. The timing and scope of projects can also be affected by other factors such as siting, right-of-way and unfavorable economic and market conditions. We anticipate many of these issues to be overcome and spending on transmission projects to be active over the next few years, and we currently have a number of these projects underway and expect this segment’s backlog to remain strong for the remainder of 2017.
In the near-term, margins in our Electric Power Infrastructure Services segment have experienced pressure as construction of several large, high-voltage transmission projects has been delayed due to the challenging regulatory approval and permitting environment discussed above. Due to these delays and the general expectation that these projects have not been canceled, we believe there have been excess transmission contractor resources in the small and medium size transmission marketplace in some areas, resulting in increased competition and pricing pressure for those services. These factors, in addition to challenging regional economic conditions, have impacted our Canadian operations in particular. Over the past few quarters, we believe these competitive pressures and Canadian economic conditions have begun to stabilize. We will remain focused on maintaining our pricing discipline and believe competitive pressures could recede further as large, high-voltage transmission projects move forward and the small and medium size transmission market continues to grow.
We benefited from increases in electric power distribution spending throughout the last several years, despite continued economic and political uncertainties. We believe there is an ongoing need for utilities to sustain investment in their distribution systems in order to properly maintain system reliability and capacity. In addition, a number of utilities are implementing system upgrades or “hardening” programs in response to severe weather events that have occurred over the past few years, which is also increasing distribution investment in some regions of the United States. We also anticipate that utilities will continue to integrate “smart grid” technologies into their distribution systems over time to improve grid management and create efficiencies.
 
The need to ensure available specialized labor resources for projects also drives strategic relationships with customers. In addition, several industry and market trends are prompting customers to seek ongoing service arrangements. These trends include an aging utility workforce and labor availability issues, increasing pressure to reduce costs and improve reliability, and increasing duration and complexity of customer capital programs. Due to these and other factors, we believe customer demand for labor resources will continue to increase, possibly outpacing the supply of industry resources. We recognize that our ability to take advantage of this opportunity is also limited by our ability to employ, train and retain the necessary skilled personnel, and that an aging utility workforce and labor availability issues affect us as well. As a result, we are taking proactive steps to develop our workforce, including through the establishment and expansion of our training facility for electric power, pipeline and communications, the formation of a non-profit line training school, and other strategic investments and relationships.
Within our electric power infrastructure services segment, we also perform communications infrastructure services in North America and Latin America. In these geographic areas, consumer and commercial demand for communication and data intensive,

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high-bandwidth wireline and wireless services and applications is driving significant investment in wireline and wireless infrastructure and the deployment of new technologies.
In North America, we believe there is increasing desire to upgrade or build fiber optic networks that are closer or connected to the end user. The percentage of locations in North America that are directly connected to fiber optic networks is low, which we believe could require many years of investment and network expansion. Additionally, plans for densification and network improvements to existing wireless networks and for the deployment of new wireless networks continue in North America. For example, many providers are planning for the deployment of 5G networks over the coming years, which we believe will require significant investment in new small cellular networks and fiber optic backhaul networks to handle the large expected increase in data traffic. There are similar consumer and commercial demands for interconnectivity and services in Latin America; however, the region is significantly behind North America with respect to wireline and wireless network development. Most of Latin America relies on 3G wireless technology where wireless coverage is available and there is little 4G wireless coverage. Further, fiber optic and other high-speed networks are not widely available in many areas of Latin America. Governments in some Latin American countries are also working to implement initiatives to interconnect less developed areas to each other and to more developed areas for communication, economic and quality of life purposes. As a result of these near and longer-term industry trends, we believe there is meaningful demand for our communications engineering and construction services.
Certain international regions present significant opportunities for growth over time across many of our operations. We are evaluating ways in which we can strategically apply our expertise in various foreign countries where infrastructure enhancements are increasingly important. For example, we are actively pursuing opportunities in growth markets where we can leverage our technology or proprietary work methods, such as our energized services, to establish a presence. In Canada, we are leveraging our electric power infrastructure services resources, relationships and reputation to expand and grow our communication infrastructure services operations. In addition, over the last several years we have successfully developed our communications infrastructure services operations in several Latin American countries that could enable us to expand our infrastructure services to that region.
Oil and Gas Infrastructure Services Segment
We continue to see growth opportunities in our Oil and Gas Infrastructure Services segment, primarily in the installation and maintenance of larger pipeline and related facilities, as well as pipeline integrity, natural gas distribution systems, providing industrial services to the petroleum and petrochemical processing industries and specialty services such as horizontal directional drilling. In certain areas of North America, the existing pipeline system infrastructure is insufficient to support future development of unconventional shale formations and the Canadian oil sands. We believe that the development of such resources, though facing challenges in the near term, may continue over the long term and that building this infrastructure would take a number of years, which we expect should increase demand for our services over the long term.
Despite our positive long-term outlook, a challenging regulatory and permitting environment has caused delays of some larger pipeline projects during the past several years. These dynamics resulted in below average larger pipeline construction opportunities for us and the industry, and negatively impacted our Oil and Gas Infrastructure Services segment margins, in part as a result of our inability to adequately cover certain fixed costs. Margins for larger pipeline projects are also subject to significant performance risk, which can arise from adverse weather conditions, challenging geography, customer decisions and crew productivity. Our specific opportunities in the larger pipeline business are sometimes difficult to predict because of the seasonality of the bidding and construction cycles within the industry.
A number of larger pipeline projects from the North American shale formations and Canadian oil sands to power plants, refineries and other demand centers are in various stages of development. Most of the larger pipeline projects we are working on, have in backlog, or see as future potential opportunities are driven by natural gas production and demand. We believe the abundant natural gas supply, combined with attractive prices, will increase demand for natural gas in the future. The U.S. Energy Information Administration has stated that the number of natural gas-fired power plants built will increase significantly over the next two decades. Power generation from renewable energy sources also continues to increase and become a larger percentage of the overall power generation mix. We also believe natural gas will be the fuel of choice to provide backup power generation during times when renewable energy sources are not available. These factors could create a need for additional pipeline infrastructure to connect natural gas supplies to demand centers.
 
In addition, the abundance, low price and long-term supply of North American natural gas has resulted in efforts to develop liquefied natural gas (LNG) export facilities in the United States, Canada and Australia, which could provide pipeline and related facilities development opportunities for us. Natural gas prices in various international markets are significantly higher than North American natural gas prices, making the economics of exporting North American natural gas to international markets attractive. A number of LNG export facilities are in various stages of planning, permitting and development in the United States and Canada. Although we cannot be certain how many of these projects will move forward, as they could be affected by changing pricing and

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economic conditions, we believe our comprehensive service offerings and broad geographic presence enable us to competitively pursue pipeline and related facilities infrastructure opportunities that become available.
In certain areas of North America, pipeline takeaway capacity is not sufficient to economically move oil from production areas to demand centers for current and/or anticipated future oil production. As a result, certain proposed larger oil pipeline projects are being developed and have secured producers under contractual arrangements, making these projects economically viable despite the decline in oil prices. Several of these projects are intended to move oil from the Canadian oil sands to the west coast of Canada and to markets in the United States in order to access demand markets in Europe, Asia and other areas.
While there is risk that these projects will not move forward or could be delayed, we are encouraged by the proposed larger pipeline development plans and the successful progression of certain larger pipeline projects, which we believe are indicative of an improved and favorable larger pipeline market in North America. Additionally, given the costs and time required to bring certain larger pipeline projects from conception to construction, we believe that our customers view them as important, strategic pieces of infrastructure and that their development is not primarily influenced by short term commodity price fluctuations. However, if oil and natural gas prices decline or remain at lower levels for a prolonged period, our outlook may change and demand for our oil and natural gas infrastructure services could be materially impacted.
We also believe there are growth opportunities for some of our other pipeline services, including pipeline integrity, rehabilitation and replacement services, over the long-term. The U.S. Department of Transportation has implemented regulatory legislation through the Pipeline and Hazardous Materials Safety Administration (PHMSA) relating to pipeline integrity requirements. PHMSA continues to develop, propose and implement additional safety and pipeline integrity regulation for liquid and natural gas pipelines. To the extent finalized and implemented, the proposed new regulations would strengthen requirements for safety, operation, inspection and maintenance of pipelines and provide pipeline operators with regulatory certainty. Further, these measures would require that pipeline integrity testing requirements increase in stringency and frequency, which we expect to result in an increase in spending by our customers on pipeline integrity initiatives. We also operate an engineering, research and development business that develops and owns pipeline inspection tools that could benefit from this dynamic. We believe our ability to offer a complete pipeline integrity turnkey solution to pipeline companies and gas utilities positions us to take advantage of available opportunities.
We are also experiencing an increase in demand for our natural gas distribution services as a result of improved economic conditions, lower natural gas prices and a significant need to upgrade and replace aging infrastructure. A number of states, particularly states in the northeast United States that have cities and areas with older natural gas distribution infrastructure, have approved and are implementing regulations and multi-year programs to replace cast iron, wrought iron and bare steel natural gas infrastructure, which is prone to failure with age, with modern and safer pipe material. We expect this to take an extended period of time, which should provide attractive growth opportunities for this part of our business.
We have recently expanded our industrial services offerings to the petroleum and petrochemical industries, principally through our acquisition of a specialized services business that provides high-pressure and critical-path turnaround services to the downstream and midstream energy markets, and enhanced our capabilities with respect to instrumentation and electrical services, piping, fabrication and storage tank services. The trends discussed above pertaining to unconventional shale formations in North America and the Canadian oil sands also impact the downstream and midstream energy markets and demand for these services. While these services have been negatively impacted in the short term by historic adverse weather events in the United States Gulf Coast region, we believe, based on our review of industry analyst data, that North America should be the largest downstream maintenance market in the world over the next several years, and that processing facilities located along the United States Gulf Coast should have certain strategic advantages due to their access and proximity to affordable hydrocarbon resources. Other trends impacting demand for these services include process facility utilization rates, which have remained high in recent years, and overall refining facility capacity, which has also increased in recent years. In addition, there is a substantial installed base of industrial facilities that operate in a complex, high-pressure and highly corrosive environment and require ongoing maintenance to ensure safe and efficient operations.
Over the past several years, we have expanded our service offerings into Canada and Australia, which have different market drivers and seasonality as compared to the United States. In addition, our previous acquisitions of companies that provide pipeline logistics services to the natural gas and oil industry in the United States and various specialty services further enhance the segment’s service offerings, customer base and end markets.
The oil and gas industry is highly cyclical and subject to volatility as a result of fluctuations in natural gas, natural gas liquids and oil prices. In the past, sustained periods of low prices for these products negatively impacted the development of related natural resources and infrastructure. The challenging energy market environment over the past few years has adversely impacted demand for some of our services, primarily infrastructure services in Australia, Canada and the Gulf of Mexico. Exploration and production

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companies and midstream companies also significantly reduced capital spending in response to the decline in oil and natural gas prices. Even though prices have recovered to a limited degree since early 2016, another meaningful decline or increased uncertainty could result in additional reductions in capital spending on pipeline infrastructure, which would lessen demand for our services. In particular, the demand for infrastructure services in areas where the price of oil is influential, such as Australia, the Canadian Oil Sands, certain oil-driven shale formations in the United States and offshore oil resources in the Gulf of Mexico, has been materially and adversely impacted by low oil prices. These markets could remain challenged if oil prices remain at lower levels. We believe that, over the long term, the market should correct oversupply imbalances and prices could recover; however, the timing of any further recovery is uncertain.
Overall, we remain optimistic about this segment’s operations going forward. From a near- and medium-term perspective, we continue to believe that larger pipeline opportunities can provide significant profitability, although these projects and the profits they generate are often subject to more cyclicality and execution risk than our other service offerings. We have also taken steps to diversify our operations in this segment through other services, such as pipeline integrity, pipeline logistics and industrial services.
Summary and Conclusion
Though not without risks and challenges, including those discussed and referenced in “ Uncertainty of Forward-Looking Statements and Information ,” we believe we are well-positioned to capitalize upon opportunities and trends in the industries we serve with our full-service operations, broad geographic reach, financial strength and technical expertise, and we continue to have a positive long-term outlook. We believe there are growth opportunities across the industries we serve and that our electric power infrastructure and oil and gas infrastructure segments are generally entering a renewed multi-year up-cycle.
As discussed herein, we are benefiting from increased spending by utilities to upgrade and expand electric power transmission infrastructure in order to improve system reliability and deliver renewable electricity from new generation sources to demand centers and from favorable industry legislation and regulations. We also expect utilities to outsource more of their work to companies like us, due in part to the challenges associated with their aging workforces. We believe we are the partner of choice for many utilities in need of broad infrastructure expertise, specialty equipment and workforce resources, particularly as capital budgets and infrastructure projects have become larger and more complex.
Increasing consumer and commercial demand for communication and data intensive, high-bandwidth wireline and wireless services and applications is driving significant investment in wireline and wireless infrastructure in North America and Latin America to meet these demands and the deployment of new technologies. As a result of these near and longer-term industry trends in the markets we serve, we believe there is meaningful demand for our communications engineering and construction services.
Though some of the markets and services in our Oil and Gas Infrastructure Services segment remain challenged, we believe long-term dynamics create growth opportunities. In particular, we have experienced backlog growth both in 2016 and 2017 primarily driven by new larger natural gas pipeline project awards and believe there could be similar opportunities available in the future. We also believe that our overall size and scope of service offerings allow us to leverage opportunities arising from the development of North American unconventional shale formations, the Canadian oil sands and coal seam gas and unconventional shale formations in Australia. Further, the anticipated increase in demand for our pipeline integrity, rehabilitation and replacement services, industrial services and other services in adjacent markets could create attractive growth potential for us and help diversify our service offerings in both the near and long term.
Additionally, for both our electric power and oil and gas infrastructure customers, through our strategic partnership approach and capital partnership structure, we have the financial strength to selectively and strategically provide financing and other solutions that could help facilitate development of energy infrastructure projects and potentially create construction backlog for us. We believe changing regulations, industry trends and the increasing size of energy infrastructure projects and programs are creating and will continue to create such opportunities, and our ability to selectively partner with customers in this manner is a competitive advantage.
Despite our positive long-term outlook, competitive pricing environments, project delays and restrictive regulatory requirements have negatively impacted our margins in the past and could affect our margins in the future. Additionally, margins may be negatively impacted on a quarterly basis due to adverse weather conditions, as well as timing of project starts or completions and other factors as previously described in Understanding Margins . We continue to focus on the elements of the business that are largely within our control, including costs, the margins we accept on projects, collecting receivables, ensuring quality service, rightsizing initiatives as needed to match the markets we serve, and safely executing on the projects we are awarded.

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We also continue to evaluate potential strategic acquisitions and investments to broaden our customer base, expand our geographic area of operation, grow our portfolio of services and increase opportunities across our operations. We believe that additional attractive acquisition candidates exist primarily as a result of the highly fragmented nature of the industry, the inability of many companies to expand and modernize due to capital constraints, and the desire of owners for liquidity. We also believe that our financial strength, entrepreneurial operating model and experienced management team are attractive to acquisition candidates.
Uncertainty of Forward-Looking Statements and Information
This Quarterly Report on Form 10-Q includes “forward-looking statements” reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “may,” “will,” “should,” “could,” “expect,” “believe,” “plan,” “intend” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:
Projected revenues, net income, earnings per share, margins, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;
Expectations regarding our business or financial outlook, growth or opportunities in particular markets;
The expected value of contracts or intended contracts with customers;
Future capital allocation initiatives;
The scope, services, term and results of any projects awarded or expected to be awarded for services to be provided by us;
The development of larger electric transmission and oil and natural gas pipeline projects and the level of oil, natural gas and natural gas liquids prices and their impact on our business or demand for our services;
The impact of existing or potential energy legislation;
Potential opportunities that may be indicated by bidding activity or similar discussions with customers;
The potential benefits from acquisitions or investments, including Stronghold;
The expected outcome of pending or threatened litigation;
Beliefs and assumptions about the collectability of receivables;
The business plans or financial condition of our customers;
Our plans and strategies;
Possible recovery on pending or contemplated change orders or other claims against customers or third parties; and
The current economic and regulatory conditions and trends in the industries we serve.
These forward-looking statements are not guarantees of future performance, involve or rely on a number of risks, uncertainties, and assumptions that are difficult to predict or beyond our control, and reflect management’s beliefs and assumptions based on information available at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by our forward-looking statements and that any or all of our forward-looking statements may turn out to be inaccurate or incorrect. Those statements can be affected by inaccurate assumptions and by known or unknown risks and uncertainties, including the following:

Market conditions;
The effects of industry, economic, financial or political conditions outside our control, including weakness in the capital markets;
Quarterly variations in our operating results;
Trends and growth opportunities in relevant markets;
Delays, reductions in scope or cancellations of anticipated, pending or existing projects, including as a result of weather, regulatory or environmental processes, project performance issues, claimed forced majeure events, protests or other political activity on a project or our customers’ capital constraints;
The successful negotiation, execution, performance and completion of anticipated, pending and existing contracts, including the ability to obtain awards of projects on which we bid or are otherwise discussing with customers;
Our dependence on suppliers, subcontractors, equipment manufacturers and other third party contractors;
Our ability to attract and the potential shortage of skilled employees and our ability retain key personnel and qualified employees;
Our dependence on fixed price contracts and the potential to incur losses with respect to these contracts;
Estimates relating to our use of percentage-of-completion accounting;
Adverse weather;
Our ability to generate internal growth;
Competition in our business, including our ability to effectively compete for new projects and market share;

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The effect of natural gas, natural gas liquids and oil prices on our operations and growth opportunities and on our customers’ capital programs and demand for our services;
The future development of natural resources;
The failure of existing or potential legislative actions and initiatives to result in demand for our services;
Liabilities associated with multiemployer pension plans, including underfunding of liabilities and termination or withdrawal liabilities, and the possibility of further increases in the liability associated with our withdrawal from a multiemployer pension plan;
Unexpected costs or liabilities that may arise from pending or threatened litigation, indemnity obligations or other claims asserted against us, including liabilities and costs for which we are self-insured or uninsured;
The outcome of pending or threatened litigation;
Risks relating to the potential unavailability or cancellation of third party insurance, the exclusion of coverage for certain losses, and potential increases in premiums for coverage deemed beneficial to us;
Cancellation provisions within our contracts and the risk that contracts expire and are not renewed or are replaced on less favorable terms;
Loss of customers with whom we have long-standing or significant relationships;
The potential that participation in joint ventures or similar structures exposes us to liability and/or harm to our reputation for acts or omissions by our partners;
Our inability or failure to comply with the terms of our contracts, which may result in additional costs, unexcused delays, warranty claims, failure to meet performance guarantees, damages or contract terminations;
The inability or refusal of our customers to pay for services, including failure to collect our outstanding receivables;
The failure to recover on payment claims against project owners or third party contractors or to obtain adequate compensation for customer-requested change orders;
The failure of our customers to comply with regulatory requirements applicable to their projects, which may result in project delays and cancellations;
Budgetary or other constraints that may reduce or eliminate tax incentives or government funding for projects, which may result in project delays or cancellations;
Estimates and assumptions in determining our financial results and backlog;
Our ability to realize our backlog;
Risks associated with operating in international markets, including instability of foreign governments, currency fluctuations, tax and investment strategies, as well as compliance with foreign legal systems and cultural practices, the U.S. Foreign Corrupt Practices Act and other applicable anti-bribery and anti-corruption laws;
Our ability to successfully identify, complete, integrate and realize synergies from acquisitions, including Stronghold;
The potential adverse impact resulting from uncertainty surrounding acquisitions, including the ability to retain key personnel from an acquired business and the potential increase in risks already existing in our operations;
The adverse impact of impairments of goodwill, other intangible assets, receivables, long-lived assets or investments;
Our growth outpacing our decentralized management and infrastructure;
Requirements relating to governmental regulation and changes thereto;
Inability to enforce our intellectual property rights or the obsolescence of such rights;
Risks related to the implementation of an information technology solution;
The impact of our unionized workforce on our operations, including labor stoppages or interruptions due to strikes or lockouts;
Potential liabilities and other adverse effects arising from occupational health and safety matters;
The cost of borrowing, availability of cash and credit, fluctuations in the price and volume of our common stock, debt covenant compliance, interest rate fluctuations and other factors affecting our financing and investing activities;
Fluctuations of prices of certain materials used in our business;
The ability to access sufficient funding to finance desired growth and operations;
Our ability to obtain performance bonds;
Potential exposure to environmental liabilities;
Our ability to meet the regulatory requirements applicable to us and our subsidiaries, including the Sarbanes-Oxley Act of 2002;
Rapid technological and other structural changes that could reduce the demand for our services;
New or changed tax laws, treaties or regulations;
Increased healthcare costs arising from healthcare reform legislation or other legislative action; 
Regulatory changes that result in increased labor costs;
Significant fluctuations in foreign currency exchange rates; and
The other risks and uncertainties described elsewhere herein and in Item 1A. Risk Factors of Part I of our 2016 Annual Report and as may be detailed from time to time in our other public filings with the SEC.

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All of our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this report. In addition, we do not undertake and expressly disclaim any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or otherwise.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
The information in this section should be read in connection with the information on financial market risk related to changes in interest rates and currency exchange rates in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of Part II of our 2016 Annual Report . Our primary exposure to market risk relates to unfavorable changes in concentration of credit risk, interest rates and currency exchange rates.
Credit Risk.   We are subject to concentrations of credit risk related to our cash and cash equivalents and net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. Substantially all of our cash and cash equivalents are managed by what we believe to be high credit quality financial institutions. In accordance with our investment policies, these institutions are authorized to invest cash and cash equivalents in a diversified portfolio of what we believe to be high-quality investments, which primarily include interest-bearing demand deposits, money market investments and money market mutual funds with original maturities of three months or less. Although we do not currently believe the principal amounts of these cash and cash equivalents are subject to any material risk of loss, changes in economic conditions could impact the interest income we receive from these investments. In addition, as we grant credit under normal payment terms, generally without collateral, we are subject to potential credit risk related to our customers’ ability to pay for services provided. This risk may be heightened as a result of depressed economic and financial market conditions. However, we believe the concentration of credit risk related to billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts is limited because of the diversity of our customers. We perform ongoing credit risk assessments of our customers and financial institutions, and in some cases, we obtain collateral or other security from our customers.
Interest Rate Risk. As of September 30, 2017 , we had no derivative financial instruments to manage interest rate risk. As such, we were exposed to earnings and fair value risk due to changes in interest rates with respect to our long-term obligations. As of September 30, 2017 , the fair value of our variable rate debt of $757.5 million approximated book value. Our weighted average interest rate on our variable rate debt for the three months ended September 30, 2017 was 2.66% . The annual effect on our pretax earnings of a hypothetical 50 basis point increase or decrease in variable interest rates would be approximately $3.8 million based on our September 30, 2017 balance of variable rate debt. As previously discussed in Item 2. Management’s Discussion and Analysis - Liquidity and Capital Resources , on October 31, 2017 , we and the lenders entered into an amendment to the credit facility which, among other things, extended the maturity date to October 31, 2022 and adjusted the interest rates applicable to certain borrowings. For additional information on the new interest rates see Item 2. Management’s Discussion and Analysis - Liquidity and Capital Resources above.
Foreign Currency Risk.   The U.S. dollar is the functional currency for the majority of our operations, which are primarily located within the United States. The functional currency for our foreign operations, which are primarily located in Canada and Australia, is typically the currency of the country in which the foreign operating unit is located. Accordingly, our financial performance is subject to fluctuation due to changes in foreign currency exchange rates relative to the U.S. dollar. During the three and nine months ended September 30, 2017 , revenues from our foreign operations accounted for 25.0% and 26.2% of our consolidated revenues. Fluctuations in foreign exchange rates during the three months ended September 30, 2017 caused an increase of approximately $24 million in foreign revenues compared to the three months ended September 30, 2016 . Fluctuations in foreign exchange rates during the nine months ended September 30, 2017 caused an increase of approximately $26 million in foreign revenues compared to the nine months ended September 30, 2016 .
We are also subject to foreign currency risk with respect to sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of our operating units. To minimize the risk from changes in foreign currency exchange rates, we may enter into foreign currency derivative contracts to hedge our foreign currency risk on a cash flow basis. There were no outstanding foreign currency derivative contracts at September 30, 2017 .
We also have foreign exchange risk related to cash and cash equivalents in foreign banks. Based on the balance of cash and cash equivalents in foreign banks of $66.5 million as of September 30, 2017 , an assumed 5% adverse change to foreign exchange rates would result in a fair value decline of $3.3 million . Fluctuations in fair value are recorded in “Accumulated other comprehensive income (loss)”, a separate component of stockholders’ equity.

66





Item 4.
Controls and Procedures.
Attached as exhibits to this Quarterly Report are certifications of Quanta’s Chief Executive Officer and Chief Financial Officer that are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This Controls and Procedures section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Evaluation of Disclosure Controls and Procedures
Our management has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. The disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Quarterly Report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, these officers have concluded that, as of September 30, 2017 , our disclosure controls and procedures were effective to provide reasonable assurance of achieving their objectives.
Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Design and Operation of Control Systems
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

67




PART II — OTHER INFORMATION
Item 1.   Legal Proceedings.
We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. See Legal Proceedings and Collective Bargaining Agreements in Note 10 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report, which are incorporated by reference into this Item 1. Legal Proceedings of Part II of this Quarterly Report, for additional information regarding litigation, claims and other legal proceedings.
Item 1A.   Risk Factors.
As of the date of this filing, there have been no material changes from the risk factors previously disclosed in Item 1A. Risk Factors of Part I of our 2016 Annual Report. An investment in our common stock or other equity securities involves various risks. When considering an investment in our company, you should carefully consider all of the risk factors described herein and in our 2016 Annual Report. The matters specifically identified are not the only risks and uncertainties we face, and there may be additional matters that are not known to us or that we currently consider immaterial. All of these risks and uncertainties could adversely affect our business, financial condition or future results, and thus the value of an investment in our company.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Subsequent to September 30, 2017, we issued 3,500,000 shares of our common stock to the former owner of an acquired business in exchange, on a one-for-one basis, for exchangeable shares in a Canadian subsidiary of Quanta that were held by the former owner. The former owner originally received the exchangeable shares as partial consideration for the sale of the acquired business. The shares of common stock issued in this transaction were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the shares were issued to the owner of business acquired in a privately negotiated transaction not involving any public offering or solicitation.
In connection with the aforementioned acquisition, the former owner also received one share of Quanta Series F Preferred Stock, which provided the former owner voting rights in Quanta common stock equivalent to the number of outstanding exchangeable shares held by the former owner. Upon completion of the exchange described above, no exchangeable shares associated with the preferred share remained outstanding. Accordingly, the share of Quanta Series F preferred stock was redeemed, deemed retired and canceled and may not be reissued.
Issuer Purchases of Equity Securities During the Third Quarter of 2017
The following table contains information about our purchases of equity securities during the three months ended September 30, 2017 .
Period
 
Total Number of Shares Purchased (1)
 
Average Price Paid per Share
 
Total Number
of Shares Purchased
as Part of Publicly
Announced Plans or Programs
 
Maximum
Number (or Approximate
Dollar Value) of Shares
that may yet be
Purchased Under
the Plans or Programs (2)
 
 
 
 
 
 
 
 
 
July 1-31, 2017
 

 
$

 

 
 
August 1-31, 2017
 
9,527

 
$
34.94

 

 
 
September 1-30, 2017
 

 
$

 

 
 
Total
 
9,527

 
 

 

 
$
300,000,000

_______________________________________

(1)
Includes shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit and performance unit awards or the settlement of previously vested but deferred restricted stock unit awards.

68




(2)
On May 25, 2017, we issued a press release announcing that our board of directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2020, up to $300.0 million of our outstanding common stock. Repurchases under this program can be made in open market and privately negotiated transactions, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. This program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our board of directors at any time at its sole discretion and without notice. As of September 30, 2017 , we had not repurchased any shares of our common stock under this program. Accordingly the entire $300.0 million remained available under the program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.
Item 5. Other Information.

None.



69




Item 6.
Exhibits.
 Exhibit
No.
 
Description
2.1†

*
 
3.1

 
 
3.2

 
 
3.3

 
 
10.1^

*
 
10.2^

*
 
10.3

 
 

31.1

*
 
31.2

*
 
32.1

*
 
101.INS

*
 
XBRL Instance Document
101.SCH

*
 
XBRL Taxonomy Extension Schema Document
101.CAL

*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB

*
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE

*
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF

*
 
XBRL Taxonomy Extension Definition Linkbase Document
 

_______________________________________
*
Filed or furnished herewith
Schedules and exhibits to the Securities Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Quanta undertakes to furnish copies of any of the omitted schedules or exhibits upon request by the SEC.
^
Management contracts or compensatory plans or arrangements

70




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Quanta Services, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUANTA SERVICES, INC.

 
By: 
/s/  JERRY K. LEMON
 
 
Jerry K. Lemon
Chief Accounting Officer
 
 
(Principal Accounting Officer)

Dated: November 9, 2017


71
Execution Version

SECURITIES PURCHASE AGREEMENT
by and among
QUANTA ENERGY SERVICES, LLC
and
QES GP, LLC,
as the “Purchasers”,
QUANTA SERVICES, INC.
and
JOE DURHAM,
as the “Partners Representative” and for the limited purposes set forth herein,
HAMDUR, LLC,
DELLVAR INVESTMENTS, LLC
and each of the limited partners of
STRONGHOLD, LTD.
and
STRONGHOLD SPECIALTY, LTD.

As of July 20, 2017




TABLE OF CONTENTS
Page
ARTICLE I PURCHASE AND SALE
2
Section 1.1
Agreement to Purchase and Sell    2
Section 1.2
Purchase Price    2
Section 1.3
Cash Payments.    3
Section 1.4
Payment of Stock Consideration; APR Unit Agreements    5
Section 1.5
Closing Date NWC.    6
Section 1.6
Definitions    8
Section 1.7
Contingent Consideration    10
Section 1.8
Payment of Contingent Stock Consideration    18
Section 1.9
Withholding Taxes    18
Section 1.10
Purchase Price Allocation    19
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTNERS
19
Section 2.1
Organization    19
Section 2.2
Authorization    20
Section 2.3
Investments and Subsidiaries    20
Section 2.4
Capitalization    20
Section 2.5
Absence of Restrictions and Conflicts; Consents    21
Section 2.6
Real Property    23
Section 2.7
Personal Property    25
Section 2.8
Financial Statements    26
Section 2.9
Acquired Company Liabilities    26
Section 2.10
Absence of Certain Changes and Events    27
Section 2.11
Legal Proceedings and Potential Claims    29
Section 2.12
Compliance with Law    30
Section 2.13
Company Contracts    30
Section 2.14
Taxes.    33
Section 2.15
Directors, Officers and Employees    36
Section 2.16
Company Benefit Plans    37
Section 2.17
Labor Relations    42
Section 2.18
Insurance Policies    45
Section 2.19
Environmental, Health and Safety Matters    46
Section 2.20
Intellectual Property; Software    48
Section 2.21
Transactions with Affiliates    50
Section 2.22
Customers and Suppliers    50
Section 2.23
Service Warranties and Defect Liabilities    51
Section 2.24
Accounts Receivable; Accounts Payable; Backlog; Billings in Excess; Books and Records    51
Section 2.25
Licenses and Permits    53
Section 2.26
Ethical Practices    53
Section 2.27
Bank Accounts    53
Section 2.28
Powers of Attorney    54

i


Section 2.29
Brokers, Finders and Investment Bankers    54
Section 2.30
Business Assets    54
Section 2.31
Inventory    54
Section 2.32
Surety Bonds and Agreements    54
Section 2.33
Projections    55
Section 2.34
Foreign Activities    55
Section 2.35
Special Bid Requirements; Preferential Status    55
Section 2.36
Aircraft    56
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS AND QUANTA
56
Section 3.1
Organization    56
Section 3.2
Authorization    56
Section 3.3
Absence of Restrictions and Conflicts; Consents    57
Section 3.4
Brokers, Finders and Investment Bankers    58
Section 3.5
Exemptions from Securities Law    58
Section 3.6
Compliance with Securities Law    58
Section 3.7
Compliance with Filing Requirements    58
ARTICLE IV CERTAIN COVENANTS AND AGREEMENTS
58
Section 4.1
Reasonable Efforts; Further Assurances; Cooperation    58
Section 4.2
Public Announcements    59
Section 4.3
Partners’ Disclosure Schedules    59
Section 4.4
Non-Competition    60
Section 4.5
Tax Matters    64
Section 4.6
Repayment of Related Party Loans    67
Section 4.7
Transition Assistance    67
Section 4.8
Consent and Waiver of the Partners    67
Section 4.9
Accounts Receivable    67
ARTICLE V CONDITIONS TO CLOSING
68
Section 5.1
Conditions to Each Party’s Obligations    68
Section 5.2
Conditions to Obligations of the Purchasers and Quanta    69
Section 5.3
Conditions to Obligations of the Partners    71
ARTICLE VI CLOSING
72
ARTICLE VII SPECIFIC PERFORMANCE
72
ARTICLE VIII INDEMNIFICATION
73
Section 8.1
Indemnification Obligations of the Partners    73
Section 8.2
Indemnification Obligations of the Purchasers and Quanta    75
Section 8.3
Indemnification Procedure    76
Section 8.4
Claims Period    78
Section 8.5
Other Limitations    79
Section 8.6
Investigations    83
Section 8.7
Purchase Price Adjustments; Taxation of Escrow Amount    83
Section 8.8
Escrow    83
Section 8.9
Exclusive Remedy    84
ARTICLE IX QUANTA COMMON STOCK
84
Section 9.1
Compliance with Law    84

ii


Section 9.2
Economic Risk; Sophistication; Accredited Investors    85
Section 9.3
Restriction on Sale or Other Transfer of Restricted Shares    85
Section 9.4
Insider Trading    86
Section 9.5
NYSE Listing; Removal of Legends    86
ARTICLE X PARTNERS REPRESENTATIVE
86
Section 10.1
Appointment of the Partners Representative    86
Section 10.2
Authority    87
Section 10.3
Reliance    89
Section 10.4
Liability of the Partners Representative    89
ARTICLE XI MISCELLANEOUS PROVISIONS
90
Section 11.1
Notices    90
Section 11.2
Schedules and Exhibits    91
Section 11.3
Assignment; Successors in Interest    91
Section 11.4
Number; Gender    91
Section 11.5
Captions    91
Section 11.6
Offset    91
Section 11.7
Guarantee    92
Section 11.8
Controlling Law; Amendment    94
Section 11.9
Consent to Jurisdiction, Etc.; Waiver of Jury Trial    94
Section 11.10
Severability    94
Section 11.11
Counterparts    94
Section 11.12
No Third-Party Beneficiaries    95
Section 11.13
Waiver    95
Section 11.14
Entire Agreement    95
Section 11.15
Cooperation Following the Closing    95
Section 11.16
Transaction Costs    95
Section 11.17
Knowledge of the Partners    95
Section 11.18
Business Day    96
Section 11.19
Time of the Essence    96
Section 11.20
Construction    96


iii



LIST OF EXHIBITS
Exhibit 1.3(a)(i)
Form of Escrow Agreement
Exhibit 5.2(d)
Form of Release and Spousal Consent
Exhibit 5.2(g)
Form of Employment Agreement
Exhibit 5.2(h)
Form of Related-Party Lease Agreement
Exhibit 5.2(k)(i)
Form of Accredited Investor Questionnaire
Exhibit 5.2(k)(ii)
Form of APR Unit Settlement Agreement

LIST OF SCHEDULES
Schedule 1.2
Estimate of Closing Date NWC; Closing Date Debt; Transaction Payments; Calculation of Cash Consideration and Stock Consideration
Schedule 1.3
Wire Instructions; Closing Date Debt Payoff Amounts and Transaction Payments
Schedule 1.7(a)
Earnout Threshold
Schedule 1.7(b)
Calculation of Adjusted EBITDA
Schedule 1.7(k)
Calculation of Earnout Change in Control Event
Schedule 2.1
Jurisdiction of Formation and Qualifications to Do Business
Schedule 2.3
Investments and Subsidiaries; Prior Names
Schedule 2.4
Capitalization; Equity Interest Agreements
Schedule 2.5
Restrictions and Conflicts; Consents
Schedule 2.6
Real Property; Real Property Agreements
Schedule 2.7
Personal Property; Personal Property Contracts; Personal Property Leases; Title Exceptions
Schedule 2.8
Financial Statements
Schedule 2.9
Undisclosed Liabilities; Known Long-Term Liabilities; Off-Balance Sheet Arrangements
Schedule 2.10
Certain Changes and Events
Schedule 2.11
Legal Proceedings and Potential Claims
Schedule 2.13
Company Contracts; Consent and Notice Requirements
Schedule 2.14
Tax Exceptions; Tax Returns Due
Schedule 2.15
Directors, Officers, Employees and Independent Contractors; Employment Agreements
Schedule 2.16
Company Benefit Plans
Schedule 2.17
Labor Agreements; Labor Relations
Schedule 2.18
Insurance Policies
Schedule 2.19
Environmental, Health and Safety Matters
Schedule 2.20
Intellectual Property; IP Agreements; Software; Software Agreements; Domain Names
Schedule 2.21
Related Party Contracts; Transactions with Affiliates
Schedule 2.22
Customers and Suppliers

iv


Schedule 2.23
Service Warranties and Defect Liabilities
Schedule 2.24
Accounts Receivable; Accounts Payable; Backlog; Outstanding Bids; Billings in Excess
Schedule 2.26
Ethical Practices
Schedule 2.27
Bank Accounts
Schedule 2.28
Powers of Attorney
Schedule 2.29
Partners’ Brokers, Finders and Investment Bankers
Schedule 2.31
Inventory
Schedule 2.32
Surety Bonds and Agreements
Schedule 2.34
Foreign Activities
Schedule 2.35
Special Bid Requirements; Preferential Status
Schedule 3.4
Purchasers’ Brokers and Dealers
Schedule 4.6
Related Party Loans
Schedule 5.2(c)
Pre-Closing Consents
Schedule 5.2(f)
Terminated Related Party Contracts and Other Arrangements
Schedule 5.2(h)
Related-Party Leases
Schedule 8.1(i)
Other Indemnified Matters


    

v


DEFINED TERMS
The following is a list of the defined terms used in this Agreement and each of such terms shall have the meanings given thereto wherever they are used:
Terms
Page
10% Cap
80
10% Claims Cap
81
17.5% Claims Cap
81
Acquired Companies
1
Acquired Interests
1
Acquired Interests Transfer Documents
70
Acquisition
1
Action
30
Actions
30
Actual Deficit
8
Actual Excess
8
ADA
43
ADEA
43
Adjusted EBITDA
10
Affiliate
50
Agreement
1
Allocation
19
Amount Realized
19
Anti-Corruption Laws
53
Applicable Laws
30
APR Stock Payments
6
APR Stock Recipient
6
APR Unit Agreements
9
Assessments
45
Assets
54
Average Closing Price
9
Backlog
52
Base Consideration Pro Rata Share
3
Broker Fees
74
Business Day
96
Cash Consideration
2
CERCLA
46
Claims Period
78
Closing
72

vi


Closing Date
1
Closing Date Debt
9
Closing Date NWC
2
Closing Date NWC Statement
6
COBRA
41
Code
34
Companies
1
Company Actions
30
Company Activities
60
Company Benefit Plan
38
Company Contract
30
Company Contracts
30
Company Domain Names
49
Company Licensed Software
49
Company Multiemployer Plan
38
Company Other Plan
38
Company Proprietary Software
49
Company Software
49
Competing Business
60
Confidential Information
60
Contingent Cash Consideration
12
Contingent Consideration
10
Contingent Consideration Pro Rata Share
3
Contingent Stock Consideration
12
Control
50
Controlled
50
Controlling
50
Customer Claims Caps
81
Customer Contracts
31
Customer-Related Claims
74
De Minimis Threshold
79
Deductible
79
Draft Allocation
19
Earnout Action
15
Earnout Adjustment Notice
16
Earnout Change in Control Event
17
Earnout Claims Excess
11
Earnout Deadline
11
Earnout Deficit
12

vii


Earnout Dispute Expenses
14
Earnout Dispute Notice
13
Earnout Expert Notice
14
Earnout Loss Excess
11
Earnout Notice
13
Earnout Notice Review Period
13
Earnout Payment Date
15
Earnout Payment Notice
15
Earnout Period
10
Earnout Period Claims
11
Earnout Period Losses
11
Employee Benefit Plan
38
Employment Agreement
70
Environment
47
Environmental, Health and Safety Requirements
47
Equity Interest Agreements
21
ERISA
38
ERISA Affiliate
38
Escrow Account Balance
83
Escrow Agent
3
Escrow Agreement
3
Escrow Amount
3
Escrow Fund
3
Escrow Period
83
Estimated Closing Date NWC
3
Estimated Excess
4
Events
29
Exchange Act
17
Existing Employment Agreements
37
Existing Service Relationships
36
Expert
7
Final Allocation
19
Final Earnout Notice
11
Financial Statements
26
First Set Claims
81
Fiscal Year End Balance Sheet Date
26
FLSA
43
FMLA
43
Fundamental Representations
78

viii


GAAP
7
General Partners
1
Governmental Entities
22
Governmental Entity
22
GP Purchaser
1
Gurantor
92
Hazardous Materials
48
Indemnified Party
76
Indemnifying Party
76
Intellectual Property
48
Interim Balance Sheet Date
26
Inventory
54
IP Agreements
48
IRCA
43
IRS
38
Knowledge
95
Known
95
Labor Agreements
42
Labor Laws
44
Leased Real Property
23
Legal Dispute
94
Licenses
53
Liens
2
Limited Partners
1
Lock-up Period
86
Losses
73
LP Purchaser
1
Most Recent Annual Report
85
Net Purchase Price
2
Net Working Capital
9
NLRB
42
Noncompete Period
60
NWC Dispute Expenses
8
NWC Dispute Notice
6
NWC Expert Notice
7
NWC Holdback Amount
4
NWC Holdback Deficit
4
NWC Holdback Fund
4
NWC Target
2

ix


NYSE
9
Obligations
92
OPA90
46
Open Job
52
Open Job Contracts
52
Open Jobs
52
Organizational Documents
22
OSHA
43
Parties
1
Partner
1
Partner Ancillary Documents
20
Partner Indemnified Claims
75
Partner Indemnified Parties
75
Partner Losses
75
Partners
1
Partners Representative
86
Party
1
Pending Claim Amount
83
Pending Claims
83
Permitted Liens
22
Person
50
Personal Property
25
Personal Property Contracts
25
Personal Property Leases
25
Pre-Closing Tax Excess Amount
64
Preferred Bidder Status
56
Pro Rata Share
3
Public Official
53
Purchase Price
2
Purchaser Ancillary Documents
57
Purchaser Indemnified Parties
73
Purchaser Losses
74
Purchasers
1
Quanta
1
Quanta Common Stock
2
Quanta SEC Reports
58
Real Property Leases
23
Related Party
50
Related Party Contracts
50

x


Related Party Loans
67
Related-Party Lease Agreement
70
Release
47
Release Date
83
Restricted Shares
58
SEC
17
Second Set Claims
81
Securities Act
27
Securities Laws
58
Significant Customers
50
Software Agreements
49
Special Representations
78
Stock Consideration
2
Straddle Period
64
Straddle Period Tax Excess Amount
65
Stronghold
1
Stronghold GP
1
Stronghold GP Interests
1
Stronghold Interests
1
Stronghold LP Interests
1
Stronghold LPs
1
Stronghold Specialty
1
Stronghold Specialty GP
1
Stronghold Specialty GP Interests
1
Stronghold Specialty Interests
1
Stronghold Specialty LPs
1
Surety Bonds and Agreements
55
Tax Authority
35
Tax Return
36
Taxes
36
Tecan
92
Territory
60
Third Set Claims
81
Trade Secrets
60
Transaction Payments
10
Union Organizing Activities
42
Unpaid Amounts
4
Voting Stock
17
WARN
44

xi



SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of July 20, 2017 (the “ Closing Date ”), is made and entered into by and among Quanta Energy Services, LLC, a Delaware limited liability company (the “ LP Purchaser ”), QES GP, LLC, a Delaware limited liability company (the “ GP Purchaser ” and, together with the LP Purchaser, the “ Purchasers ”), Quanta Services, Inc., a Delaware corporation (“ Quanta ”), and Joe Durham (as the Partners Representative and in his individual capacity for the limited purposes set forth herein), Hamdur, LLC, a Texas limited liability company and the general partner of Stronghold (as defined below) (“ Stronghold GP ”), Dellvar Investments, LLC, a Texas limited liability company and the general partner of Stronghold Specialty (as defined below) (“ Stronghold Specialty GP ” and, together with Stronghold GP, the “ General Partners ”), each of the limited partners (the “ Stronghold LPs ”) of Stronghold, Ltd., a Texas limited partnership (“ Stronghold ”), listed on Schedule 1.2 hereto, and each of the limited partners (the “ Stronghold Specialty LPs ” and, together with the Stronghold LPs, the “ Limited Partners ”) of Stronghold Specialty, Ltd., a Texas limited partnership (“ Stronghold Specialty ” and, together with Stronghold, the “ Companies ”), listed on Schedule 1.2 hereto. The General Partners and the Limited Partners are sometimes individually referred to herein as a “ Partner ” and collectively as the “ Partners .” The Purchasers, Quanta and the Partners are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”
W I T N E S S E T H:
WHEREAS, (i) Stronghold GP and the Stronghold LPs, collectively, currently own all of the issued and outstanding general partner interests (the “ Stronghold GP Interests ”) and limited partner interests (the “ Stronghold LP Interests ” and, together with the Stronghold GP Interests, the “ Stronghold Interests ”) of Stronghold; and (ii) Stronghold Specialty GP and the Stronghold Specialty LPs, collectively, currently own all of issued and outstanding general partner interests (the “ Stronghold Specialty GP Interests ”) and limited partner interests (the “ Stronghold Specialty LP Interests ” and, together with the Stronghold Specialty GP Interests, the “ Stronghold Specialty Interests ”; the Stronghold Specialty Interests, together with the Stronghold Interests, the “ Acquired Interests ”) of Stronghold Specialty;
WHEREAS, the Companies, collectively, own, directly or indirectly, each of the entities listed on Schedule 2.4 hereto (each such entity, together with the Companies, the “ Acquired Companies ”);
WHEREAS, the Parties desire to enter into this Agreement pursuant to which the Partners propose to sell to the Purchasers, and the Purchasers propose to purchase from the Partners, all of the Acquired Interests and the Acquired Companies (the “ Acquisition ”);
WHEREAS, the LP Purchaser is a wholly owned subsidiary of Quanta, and the GP Purchaser is a wholly owned subsidiary of the LP Purchaser;
WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition; and




WHEREAS, initially capitalized terms used in this Agreement shall have the meaning ascribed to them on the pages specified above under the heading “Defined Terms.”
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
PURCHASE AND SALE
Section 1.1     Agreement to Purchase and Sell . On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Partners will sell, transfer and deliver to the Purchasers, and the Purchasers will purchase and acquire from the Partners, all of the Acquired Interests, free and clear of all mortgages, liens (statutory or other), pledges, hypothecations, security interests, assignments, charges, claims, community property interests, conditions, options, equitable interests, rights of first refusal, restrictions of any kind and encumbrances of any nature whatsoever (collectively, “ Liens ”), other than those (a) arising pursuant to applicable Securities Laws, (b) contained in the Organizational Documents of an Acquired Company, (c) created by the Purchasers or their Affiliates or (d) as shall be released, waived or otherwise terminated in connection with the Closing.
Section 1.2     Purchase Price . The aggregate amount to be paid for the Acquired Interests and the covenants in ‎Section 4.4 hereof shall be FOUR HUNDRED FIFTY MILLION DOLLARS ($450,000,000), subject to the following adjustments: (i) minus the amount, if any, by which the Net Working Capital of the Acquired Companies as of the Closing Date (the “ Closing Date NWC ”) is less than FIFTY NINE MILLION DOLLARS ($59,000,000) (the “ NWC Target ”), (ii) plus the amount, if any, by which the Closing Date NWC is more than the NWC Target, and (iii) plus the Contingent Consideration, if any, which shall be paid in accordance with ‎Section 1.7 and ‎Section 1.8 (such amount, as adjusted pursuant to clauses (i) through (iii) , is referred to as the “ Purchase Price ”). An amount equal to the Purchase Price minus the aggregate amount of the Closing Date Debt and the Transaction Payments (the “ Net Purchase Price ”) shall be payable, subject to the terms and conditions of this Agreement, by the Purchasers to the Partners as follows:
(a)     an amount equal to (i) the product of (A) thirty percent (30%) and (B) the Net Purchase Price minus (ii) the aggregate amount of the APR Stock Payments will be payable in shares of common stock of Quanta, par value $0.00001 (“ Quanta Common Stock ”) (the amount so payable is hereinafter referred to as the “ Stock Consideration ”), in a number equal to such amount divided by the Average Closing Price and issuable to the Partners as of the Closing in accordance with ‎Section 1.4 ; and
(b)     an amount equal to (i) the product of (A) seventy percent (70%) and (B) the Net Purchase Price, plus (ii) the aggregate amount of the APR Stock Payments will be payable in cash (the amount so payable, exclusive of any Contingent Cash Consideration, is hereinafter referred to as the “ Cash Consideration ”) at the Closing in accordance with ‎Section 1.3 .

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Notwithstanding anything to the contrary in this Agreement, the Purchasers may, in their sole discretion, elect to pay any or all of that portion of the Purchase Price to be paid by issuance of the Stock Consideration pursuant to ‎Section 1.2(a) in cash instead of Quanta Common Stock, in full satisfaction of any and all of the obligations of the Purchasers and Quanta in respect of such portion of the Stock Consideration and, if the Purchasers elect to exercise such right to pay any or all of such portion of the Purchase Price in cash: (i) that portion of the Purchase Price to be paid by the delivery of such portion of the Stock Consideration shall instead form part of the Cash Consideration and shall be subject to all of the provisions of this Agreement applicable to the Cash Consideration, mutatis mutandis , and; (ii) the Purchasers shall be under no obligation to deliver such portion of the Stock Consideration pursuant to this ‎Section 1.2 , under ‎Section 1.4 or otherwise, and the provisions of ‎Section 3.5 , ‎Section 5.2(k) and ‎Article IX shall no longer be applicable with respect to such portion of the Stock Consideration.
Schedule 1.2 sets forth (i) a detailed itemization of the Partners’ estimate, prepared in good faith, of the Closing Date NWC as of the Closing Date (the “ Estimated Closing Date NWC ”), (ii) a detailed itemization of the Closing Date Debt as represented by the Partners, (iii) a detailed itemization of the Transaction Payments as represented by the Partners, (iv) the Partners’ calculation of the Cash Consideration, (v) the portion of the Cash Consideration and Stock Consideration allocated to each Partner (the percentage allocable to each Partner, such Partner’s “ Base Consideration Pro Rata Share ”) and the portion of the Contingent Cash Consideration and Contingent Stock Consideration allocated to each Partner (the “ Contingent Consideration Pro Rata Share ”), (vi) the portion of the Cash Consideration payable to each Partner, (vii) the Partners’ calculation of the Stock Consideration, including the calculation of the Average Closing Price and the number of shares comprising the Stock Consideration, and (viii) the portion of the Stock Consideration payable to each Partner, in each case as of the Closing Date.
For purposes of this Agreement, “ Pro Rata Share ” means, with respect to a Partner as of any date of determination, a percentage determined by dividing (a) the sum of (i) the product of (A) such Partner’s Base Consideration Pro Rata Share multiplied by (B) the Purchase Price less the Contingent Consideration; and (ii) the product of (A) such Partner’s Contingent Consideration Pro Rata Share multiplied by (B) the Contingent Consideration actually paid as of such date of determination; and (b) the Purchase Price.
Section 1.3     Cash Payments.
(a)     On the Closing Date, the Purchasers shall:
(i)     pay or cause to be paid the sum of TWENTY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($22,500,000) in cash (the “ Escrow Amount ”) to Wells Fargo Bank, National Association, as escrow agent (the “ Escrow Agent ”), to hold the Escrow Amount in accordance with the terms of the escrow agreement to be entered into by the Purchasers, the Partners Representative and the Escrow Agent at Closing in substantially the form attached as Exhibit 1.3(a)(i) (the “ Escrow Agreement ”) for the purpose of providing a non-exclusive remedy for satisfying, to the extent of such Escrow Amount (together with any interest earned thereon, the “ Escrow Fund ”), (A) claims of indemnification for Purchaser Losses brought by any of the Purchaser Indemnified Parties against the Partners or any of

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them pursuant to and in accordance with ‎Section 8.1 and (B) any payment obligation of a Partner pursuant to this Agreement in the event such Partner does not make a cash payment in an amount equal to its Pro Rata Share in accordance with the terms to this Agreement (any such unpaid amounts, the “ Unpaid Amounts ”);
(ii)     pay or cause to be paid the sum of ELEVEN MILLION DOLLARS ($11,000,000) (the “ NWC Holdback Amount ”) in cash to the Escrow Agent in an account separate and apart from the Escrow Amount, to hold the NWC Holdback Amount (together with any interest earned thereon, the “ NWC Holdback Fund ”) in accordance with the terms of the Escrow Agreement; and
(iii)     pay or cause to be paid to the Partners, in accordance with Schedule 1.2 , an amount equal to the Cash Consideration (not including any amount attributable to Contingent Consideration) minus the sum of the NWC Holdback Amount and the Escrow Amount plus the amount (if any) by which the Estimated Closing Date NWC exceeds the NWC Target (the “ Estimated Excess ”); provided , however , that any adjustment to the Purchase Price related to the final determination of Closing Date NWC shall be made in accordance with ‎Section 1.3(d) .
(b)     Except as set forth on Schedule 1.2 and as set forth in ‎Section 1.4(b) , on the Closing Date, the Purchasers will pay off, or cause to be paid off, the Closing Date Debt (without duplication of any deduction to the Purchase Price).
(c)     In addition, on the Closing Date, the Purchasers shall pay, or cause to be paid, the Transaction Payments as set forth on Schedule 1.2 .
(d)     Promptly (and in any event, within five (5) Business Days) after the determination of the Closing Date NWC becomes final, conclusive and binding on the Parties in accordance with Section 1.5 :
(i)     if there is an Actual Deficit, then (A) if the NWC Holdback Fund is greater than the Actual Deficit, the Purchasers and the Partners Representative shall execute and deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to (1) release a portion of the NWC Holdback Fund that is equal to the amount of the Actual Deficit to the Purchasers, and (2) release the remainder of the NWC Holdback Fund (after taking into account the release of the Actual Deficit in accordance with the immediately preceding clause (1) ) to the Partners Representative (on behalf of the Partners), and (B) if the NWC Holdback Fund is less than the Actual Deficit (such deficit, the “ NWC Holdback Deficit ”), (1) the Purchasers and the Partners Representative shall execute and deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to release the NWC Holdback Fund to the Purchasers and (2) each Partner shall be severally, and not jointly, liable for, and shall make a cash payment in an amount equal to, its Pro Rata Share of the NWC Holdback Deficit to the Purchasers;
(ii)     if there is an Actual Excess, then (A) the Purchasers and the Partners Representative shall execute and deliver joint written instructions to the Escrow Agent

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authorizing the Escrow Agent to release the NWC Holdback Fund to the Partners Representative (on behalf of the Partners) and (B) the Purchasers shall make a cash payment in an amount equal to the Actual Excess to the Partners Representative (on behalf of the Partners); and
(iii)     if there is no Actual Deficit and no Actual Excess, then the Purchasers and the Partners Representative shall execute and deliver joint written instructions to the Escrow Agent authorizing the Escrow Agent to release the NWC Holdback Fund to the Partners Representative (on behalf of the Partners).
(e)     All cash payments required under this Section 1.3 shall be made by wire transfer of immediately available funds to such bank account(s) as set forth on Schedule 1.3 . Schedule 1.3 sets forth (i) wire transfer instructions for payment of the Cash Consideration to the Partners pursuant to ‎Section 1.3(a)(iii) and for the payment of the Escrow Amount and NWC Holdback Amount to be made to the Escrow Agent pursuant to ‎Section 1.3(a)(i) and ‎Section 1.3(a)(ii) , (ii) wire transfer instructions for all payments in respect of Closing Date Debt to be made by the Purchasers pursuant to ‎Section 1.3(b) ; (iii) wire transfer instructions for all payments in respect of Transaction Payments to be made by the Purchasers pursuant to ‎Section 1.3(c) , (iv) the amount of each Transaction Payment and current payoff amounts with per diems for all the Closing Date Debt (including the number of shares of Quanta Common Stock to be issued in respect of APR Stock Payments, calculated based on the Average Closing Price), in each case as of the Closing Date and (v) wire transfer instructions for all payments to be made pursuant to Section 1.3(d) .
Section 1.4     Payment of Stock Consideration; APR Unit Agreements .
(a)     Stock Consideration .
(i)     At the Closing, Quanta shall deliver or cause to be delivered to the Partners Representative (on behalf of the Partners), subject to and conditioned upon each respective Partner timely providing Quanta all information and documents as required pursuant to ‎Section 5.2(k)(i) , a copy of an instruction letter to Quanta’s transfer agent, duly executed by an authorized Quanta signatory, directing that the shares of Quanta Common Stock comprising the Stock Consideration be issued in the name of the respective Partners in book-entry form bearing the legends set forth in ‎Section 9.1 and ‎Section 9.3 . Subject to the preceding sentence, Quanta shall (1) cause its transfer agent to provide written confirmation of the issuance of such Stock Consideration in book-entry form to the Partners no later than five (5) Business Days after the Closing Date and (2) use commercially reasonable efforts (without any obligation to incur any costs or expenses) to cause its transfer agent to provide oral confirmation of the issuance of such Stock Consideration in book-entry form on the Closing Date.
(ii)     No fractional shares of Quanta Common Stock shall be issued as Stock Consideration, and each Partner shall be entitled to receive the nearest whole share of Quanta Common Stock rounded upwards, without reducing the amount of the Cash Consideration payable pursuant to this Agreement.

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(b)     APR Unit Agreements .
(i)     Notwithstanding ‎Section 1.3(b) , at the Closing, Quanta shall deliver or cause to be delivered to the Partners Representative (on behalf of the APR Stock Recipients), subject to and conditioned upon each respective APR Stock Recipient timely providing Quanta all information and documents as required pursuant to ‎Section 5.2(k)(ii) , a copy of an instruction letter to Quanta’s transfer agent, duly executed by an authorized Quanta signatory, directing that the shares of Quanta Common Stock comprising payment of certain amounts of Closing Date Debt (the “ APR Stock Payments ”) be issued to each holder of an APR Unit Agreement that is designated as receiving Quanta Common Stock in respect thereof on Schedule 1.3 (each, an “ APR Stock Recipient ”), in each case in book-entry form bearing the legends set forth in ‎Section 9.1 and ‎Section 9.3 . Subject to the preceding sentence, Quanta shall cause its transfer agent to provide confirmation of the issuance of such APR Stock Payments in book-entry form to the APR Stock Recipients no later than five (5) Business Days after the Closing Date.
(ii)     No fractional shares of Quanta Common Stock shall be issued as APR Stock Payments, and each APR Stock Recipient shall be entitled to receive the nearest whole share of Quanta Common Stock rounded upwards, without increasing the amount of Closing Date Debt, as applicable, payable pursuant to this Agreement.
Section 1.5     Closing Date NWC.
(a)     The Purchasers shall, with the reasonable assistance of the Partners and the Partners Representative upon reasonable notice (so long as such Partners or the Partners Representative, as applicable, are employees of Quanta or one of its subsidiaries), provide to the Partners Representative as soon as reasonably possible (and, in any event, within ninety (90) days, which deadline may be extended by written agreement (including through electronic mail) of the Purchasers and the Partners Representative) after the Closing Date a statement (the “ Closing Date NWC Statement ”) that sets forth the Purchasers’ calculation of the Closing Date NWC (which may be positive or negative) together with a consolidated income statement and balance sheet for the Acquired Companies as of the Closing along with supporting documentation for applicable balance sheet accounts supporting that calculation. If the Purchasers do not deliver a Closing Date NWC Statement within such ninety (90) day period (as may be extended pursuant to Section 1.5(a) ), then the Closing Date NWC shall be equal to the Estimated Closing Date NWC provided pursuant to Section 1.2 and shall be final, conclusive and binding on the Parties for all purposes of this Agreement.
(b)     The Purchasers shall provide the Partners Representative and his appropriate advisers with reasonable access during normal business hours to all books of account, other records and employees of the Acquired Companies that the Partners Representative may reasonably request to allow them to evaluate the Closing Date NWC Statement.
(c)     Within forty-five (45) days after the Closing Date NWC Statement is received by the Partners Representative from the Purchasers, the Partners Representative may give notice (a “ NWC Dispute Notice ”) to the Purchasers of any changes that he considers should be made to the Closing Date NWC Statement, setting out for each change:

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(i)     reasonably supporting details of the change;
(ii)     a separate dollar value for the change; and
(iii)     details of the reasons why the Partners Representative believes the change should be made.
If the Purchasers do not receive a NWC Dispute Notice within such forty-five (45)-day period, then the Closing Date NWC shall be the amount set forth in the Closing Date NWC Statement and shall be final, conclusive and binding on the Parties for all purposes of this Agreement.
(d)     If the Partners Representative timely delivers a NWC Dispute Notice to the Purchasers, the Purchasers and the Partners Representative shall negotiate in good faith with a view to resolving their disagreements with respect to the Closing Date NWC. If the Purchasers and the Partners Representative resolve their disagreements with respect to the Closing Date NWC, the Closing Date NWC agreed upon by them shall be final, conclusive and binding on the Parties for all purposes of this Agreement. If the Purchasers and the Partners Representative are unable to resolve each of their disagreements with respect to the Closing Date NWC within fifteen (15) Business Days of the delivery of the NWC Dispute Notice, then either the Purchasers or the Partners Representative may deliver written notice to the other(s) (the “ NWC Expert Notice ”) requiring that such remaining disagreements be referred to Grant Thornton LLP or, if such firm is unable or unwilling to accept such role, a firm of appropriate reputation, standing, expertise and relevant experience in accounting or tax, as applicable, who shall be independent on such assignment and not then representing any Purchaser, Quanta or any Partner in any matter, as selected by mutual agreement of the Purchasers and the Partners Representative (the “ Expert ”). If Grant Thornton LLP is unable or unwilling to accept such role and the Purchasers and the Partners Representative fail to agree on the selection of the Expert within five (5) Business Days of the delivery of the NWC Expert Notice, the Purchasers shall promptly appoint a third party accountant representative and the Partners Representative shall promptly appoint a third party accountant representative and such accountants shall, within five (5) Business Days after their appointment, jointly select the Expert. The Purchasers and the Partners Representative shall instruct the Expert to (i) determine (A) the Closing Date NWC in accordance with this Agreement, including with respect to the definitions set forth in  ‎Section 1.6 and (B) the allocation of costs and expenses in accordance with the last sentence of this ‎Section 1.5(d) ; (ii) notify the Purchasers and the Partners Representative of those determinations in writing as promptly as practicable after being appointed (but in any event within thirty (30) days of being appointed (or such other period as may be agreed between the Purchasers and the Partners Representative)); (iii) in making its determinations, apply United States generally accepted accounting principles (“ GAAP ”), but consistent with the provisions for determination of Closing Date NWC under this Agreement and applied on a basis consistent with the Financial Statements; (iv) limit its review and determination of the Closing Date NWC only to those matters set out in the NWC Dispute Notice which remain the subject of disagreement between the Purchasers and the Partners Representative; and (v) base its determination solely on the materials submitted by the Partners Representative and the Purchasers, without conducting any independent investigation. The Purchasers and the Partners Representative shall each promptly supply to the Expert any information, assistance and cooperation that the Expert may reasonably request in connection with such determination. All correspondence between the

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Expert and the Purchasers or the Partners Representative (or their respective advisers) must be copied to the other Party. In resolving any disagreement with respect to the Closing Date NWC, the Expert may not assign a value to any such disputed item greater than the greatest value for such disputed item claimed by either the Purchasers, on the one hand, or the Partners Representative, on the other hand, or less than the smallest value for such disputed value for such disputed item claimed by either of them. The Purchasers and the Partners Representative shall instruct the Expert to make its determination within thirty (30) days after submission of the written positions. The Expert’s determination of the Closing Date NWC shall constitute an arbitral award that is final, conclusive and binding on the Parties for all purposes of this Agreement, non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. Notwithstanding anything to the contrary herein, the processes and procedures to be used by the Parties and the Expert in connection with the determination by the Expert of Closing Date NWC shall be limited to those set forth in this Agreement, and no other arbitration rules or procedures shall apply in connection therewith. The fees and disbursements of the Expert and the out-of-pocket costs and expenses (including reasonable fees and expenses of outside legal counsel) of the Parties relating to the disputes submitted to the Expert pursuant to this ‎Section 1.5(d) (collectively, the “ NWC Dispute Expenses ”) shall be borne (A) by the Partners on a several, and not joint, basis based on their respective Pro Rata Share, in that aggregate proportion equal to a fraction (expressed as a percentage), the numerator of which is equal to the Closing Date NWC proposed by the Partners Representative minus the Closing Date NWC determined by the Expert, and the denominator of which is equal to the Closing Date NWC proposed by the Partners Representative minus the Closing Date NWC proposed by the Purchasers and (B) by the Purchasers in that proportion equal to a fraction (expressed as a percentage), equal to one (1) minus the fraction described in clause (A) . For example, if (x) the Partners Representative claims that the Closing Date NWC should be $10,000 and the Purchasers claim that the Closing Date NWC should be $8,000, (y) the Expert determines that the Closing Date NWC should be $9,200 and (z) the NWC Dispute Expenses are $100, then (A) each Partner shall be liable on a several, and not joint, basis for, and shall pay an amount equal to, its Pro Rata Share of forty percent (40%) of the NWC Dispute Expenses ( i.e. , an aggregate amount of $40) and (B) the Purchasers shall pay sixty percent (60%) of the NWC Dispute Expenses ( i.e. , an aggregate amount of $60).
Section 1.6     Definitions . The following definitions apply unless the context requires otherwise.
(a)     Actual Deficit ” means the amount (if any) by which (i) the Closing Date NWC (as finally determined pursuant to Section 1.5 ) is less than (ii) the sum of (A) the NWC Target plus (B) the Estimated Excess; provided , however , that notwithstanding anything to the contrary contained herein, if such amount is less than or equal to $1,000,000, then the Actual Deficit shall be deemed to equal $0.
(b)     Actual Excess ” means the amount (if any) by which (i) the Closing Date NWC (as finally determined pursuant to Section 1.5 ) is more than (ii) the sum of (A) the NWC Target plus (B) the Estimated Excess; provided , however , that notwithstanding anything to the contrary contained herein, if such amount is less than or equal to $1,000,000, then the Actual Excess shall be deemed to equal $0.

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(c)     Average Closing Price ” means the average closing price per share of Quanta Common Stock for the ten (10) consecutive trading days ending on the trading day that is three (3) trading days prior to the Closing Date or the Earnout Payment Date, as applicable, as reported on The New York Stock Exchange (the “ NYSE ”).
(d)     Closing Date Debt ” means an aggregate amount equal to the current and non-current portions of the indebtedness set forth on Schedule 1.2 , in the amount outstanding as of the Closing Date, including prepayment fees and penalties related to the payoff of any of the foregoing as of the Closing, and any outstanding obligations or liabilities of the Acquired Companies pursuant to or arising out of the APR Unit Agreements set forth on Schedule 1.2 (the “ APR Unit Agreements ”) or any other equity-based interest or instrument, in each case, whether or not such items are included as indebtedness or liabilities in accordance with GAAP and whether short-term or long-term.
(e)     Net Working Capital ” means the amount, on a consolidated basis, equal to:
(i)     the aggregate sum for the Acquired Companies of all (A) cash and cash equivalents, (B) Inventory, (C) accounts receivable (without any allowance for doubtful accounts) and (D) any other non-cash or non-cash equivalent assets properly classified as current assets (including, without duplication, any costs and estimated earnings in excess of billings and other unbilled revenues or prepaid expenses such as prepaid rent, security deposits, prepaid insurance premiums and subscriptions), less
(ii)     the aggregate sum for the Acquired Companies of all (A) current liabilities (including, without duplication, accounts payable, issued and outstanding checks and any other payment in process initiated on or prior to the Closing but not yet cleared by the applicable bank, accrued liabilities for Taxes, interest, warranty claims (including under Customer Contracts), payroll and other expenses incurred on or prior to the Closing, billings in excess of costs and estimated earnings and other deferred revenues, and loans payable to shareholders) and (B) current and non-current portions of bank and other indebtedness (including capital leases, whether or not reflected as such in the Financial Statements) to the extent such amounts in this clause (B) are not included in the Net Purchase Price calculation as Closing Date Debt in Section 1.2 above,
all as determined on an accrual basis in accordance with GAAP, but applied on a basis consistent with the Financial Statements (including using the completed contract method of accounting for purposes of revenue recognition).
Notwithstanding the foregoing, Net Working Capital shall not (x) other than accrued rent under related-party leases, include any amounts owed to or from the Acquired Companies by or to any of the Partners, any Affiliate of any Partner, or any person related (by blood, marriage, or otherwise) to any Partner, all of which amounts shall have been repaid or otherwise satisfied in full prior to the Closing, (y) take into account any (i) deferred Tax assets or liabilities established to reflect timing differences between book and Tax income or (ii) Transaction Payments paid at Closing, or (z) include accruals with respect to vacation time and bonuses (except, in the case of bonuses, to the extent that the

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aggregate estimated bonus obligations exceed the prior year aggregate bonus payments).
(f)     Transaction Payments ” means, without duplication of any actual amounts included in the calculation of Closing Date Debt, the aggregate amount of any and all obligations of the Acquired Companies and the Partners actually payable as a result of or in connection with the negotiation, execution or consummation of the Acquisition under any success, termination, severance, assignment, change of control, sale bonus, incentive, retention, broker, finder, financial or legal advisor or other agreement, including any legal, accounting or other advisory fees and any Taxes related to any such obligations.
Section 1.7     Contingent Consideration .
(a)     Calculation . The Partners shall be entitled to receive additional consideration for the Acquired Interests (all such consideration and amounts, collectively the “ Contingent Consideration ”) based on the amount of Adjusted EBITDA generated by the Acquired Companies during the three-year period beginning on the day following the Closing and ending on July 31, 2020 (the “ Earnout Period ”), and any such Contingent Consideration shall be treated as an adjustment to the Purchase Price. If such Adjusted EBITDA exceeds the amount set forth on Schedule 1.7(a) under the heading “Earnout Threshold” during the Earnout Period, then the amount of Contingent Consideration paid by the Purchasers to the Partners Representative (on behalf of the Partners) shall be calculated as set forth on Schedule 1.7(a) ; provided , however , that in no event shall the aggregate Contingent Consideration exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) regardless of the amount of such Adjusted EBITDA. For purposes of this ‎Section 1.7 , the term “ Adjusted EBITDA ” shall be calculated in accordance with Schedule 1.7(b) .
(b)     Lookback, Claims and Losses .
(i)     Notwithstanding anything to the contrary in this ‎Section 1.7 , the calculation of Adjusted EBITDA for the Earnout Period that was delivered pursuant to Section 1.7(d) shall include a “lookback” analysis on each job in progress that is not completed as of the end of the Earnout Period which will compare the profit estimate as of the end of the Earnout Period for each such job to the latest available estimate of the profitability for such job, with any change in profitability for any such job resulting in a corresponding revision to Adjusted EBITDA (upwards or downwards). This lookback analysis will include, but not be limited to, an assessment of outstanding accounts receivable (and their collectability as determined in accordance with GAAP), costs and estimated earnings in excess of billings, unbilled revenues, billings in excess of costs and estimated earnings, deferred revenue and the earnings and profit margin recognized for such uncompleted jobs.
(ii)     In addition, to the extent that, either prior to or following the expiration of the Earnout Period (but in all cases within 180 days of the expiration of the Earnout Period), the Acquired Companies assert any claims or change orders related to activities occurring during the Earnout Period ( less any out-of-pocket costs and expenses (including reasonable fees and expenses of outside legal counsel) of the Parties incurred in connection with the

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collection thereof) (“ Earnout Period Claims ”), the value of such Earnout Period Claims shall be included in the determination of Adjusted EBITDA only to the extent such Earnout Period Claims are actually collected by the Acquired Companies and not repaid, returned or forfeited prior to the delivery of the Earnout Notice. Similarly, to the extent that, either prior to or following the expiration of the Earnout Period (but in all cases within 180 days of the expiration of the Earnout Period), any Person asserts any claims, counter-claims or other Losses against the Acquired Companies related to any activities occurring during the Earnout Period ( plus any out-of-pocket costs and expenses (including reasonable fees and expenses of outside legal counsel) of the Parties incurred in connection therewith) (“ Earnout Period Losses ”), the calculation of Adjusted EBITDA shall be reduced by such Earnout Period Losses only to the extent such Earnout Period Losses are actually paid by the Acquired Companies prior to the delivery of the Earnout Notice.
(iii)     During the period beginning on the date of delivery of the Earnout Notice and ending on the date that is the first (1st) anniversary of the expiration of the Earnout Period (the “ Earnout Deadline ”), if the Earnout Period Claims that (A) were not included in the calculation of Contingent Consideration and (B) are actually collected or accrued (in accordance with GAAP), in each case, on or prior to the Earnout Deadline exceed the Earnout Period Losses that (1) were not included in the calculation of Contingent Consideration and (2) are actually paid or accrued (in accordance with GAAP), in each case, on or prior to the Earnout Deadline (such excess, the “ Earnout Claims Excess ”), then an amount equal to the Earnout Claims Excess shall be added to Adjusted EBITDA for purposes of calculating Contingent Consideration, with any amounts payable as a result thereof being treated as a payment of additional Contingent Consideration. Alternatively, if the Earnout Period Losses that (x) were not included in the calculation of Contingent Consideration and (y) are actually paid or accrued (in accordance with GAAP), in each case on or prior to the Earnout Deadline, exceed the Earnout Period Claims that (I) were not included in the calculation of Contingent Consideration and (II) are actually collected or accrued (in accordance with GAAP), in each case on or prior to the Earnout Deadline (such excess, the “ Earnout Loss Excess ”), then an amount equal to the Earnout Loss Excess shall be deducted from Adjusted EBITDA for purposes of calculating Contingent Consideration. The Parties shall promptly notify each other upon becoming aware of any potential Earnout Period Claims or Earnout Period Losses. Within thirty (30) days following the Earnout Deadline, the Purchasers shall deliver or cause to be delivered to the Partners Representative a statement that sets forth the Purchasers’ calculation of the Earnout Claims Excess or Earnout Loss Excess (as applicable) together with itemized schedules supporting that calculation (the “ Final Earnout Notice ”). After receipt of the Final Earnout Notice, the Partners Representative shall have thirty (30) days to review such notice, and if the Partners Representative delivers written notice to the Purchasers within such thirty (30) day period stating that the Partners Representative objects to such calculation and specifying in reasonable detail the basis for such objection and the dollar amount of such disputed items, the Partners Representative and the Purchasers will negotiate in good faith with a view to resolving their disagreements with respect to, and finally determine and agree upon, such disputed items as promptly

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as practicable. If the Purchasers and the Partners Representative resolve their disagreements with respect to such disputed items, the amount of the Earnout Claims Excess or Earnout Loss Excess (as applicable) agreed upon by them shall be final, conclusive and binding on the Parties for all purposes of this Agreement. If the Partners Representative does not deliver notice of any such dispute within such thirty (30) day period, then the Partners Representative shall be deemed to have accepted and agreed to the amount of the Earnout Claims Excess or Earnout Loss Excess (as applicable) set forth in such statement delivered by the Purchasers pursuant to this Section 1.7(b)(iii) . If the Partners Representative timely delivers notice of any such dispute and the Partners Representative and the Purchasers are unable to agree upon the amount of the Earnout Claims Excess or Earnout Loss Excess (as applicable) within fifteen (15) days of the delivery of such objection notice, then the Parties shall resolve such dispute in accordance with the procedures set forth in ‎Section 1.7(e)(iii) . Upon final determination of the Earnout Claims Excess or Earnout Loss Excess (as applicable) in accordance with the foregoing, if such amount would (i) result in additional Contingent Consideration, such additional amount shall be paid by the Purchasers in accordance with Section 1.7(c) ; or (ii) result in a reduction in Contingent Consideration following the prior payment of Contingent Consideration pursuant to the terms of this Agreement, each Partner shall be liable on a several, and not joint, basis for, and shall pay to the Purchasers, its Pro Rata Share of an amount in cash equal to such reduction (an “ Earnout Deficit ”), in each case within five (5) Business Days of the final determination of such amount.
(c)     Form of Payment . Any Contingent Consideration owed to the Partners pursuant to this ‎Section 1.7 shall be paid by the Purchasers as follows: (i) seventy percent (70%) in the form of cash, paid by wire transfer of immediately available funds to such accounts designated in writing by the Partners Representative, including wire transfer instructions (all such cash amounts, the “ Contingent Cash Consideration ”), and (ii) thirty percent (30%) in the form of shares of Quanta Common Stock (all such shares, the “ Contingent Stock Consideration ”), as further provided in  ‎Section 1.8 . Notwithstanding anything to the contrary in this Agreement, if the Purchasers owe any Contingent Stock Consideration pursuant to the terms of this ‎Section 1.7 , the Purchasers may, in their sole discretion, elect to pay any or all of the Contingent Stock Consideration in cash instead of shares of Quanta Common Stock in full satisfaction of any and all of the obligations of the Purchasers and Quanta in respect of such Contingent Stock Consideration and, if the Purchasers elect to exercise such right to pay any or all of the Contingent Stock Consideration in cash: (A) that portion of such Contingent Stock Consideration shall instead form part of the Contingent Cash Consideration and shall be subject to all of the provisions of this Agreement applicable to the Contingent Cash Consideration, mutatis mutandis ; (B) the Purchasers shall be under no obligation to deliver such portion of the Contingent Stock Consideration pursuant to this ‎Section 1.7 , under ‎Section 1.8 or otherwise, and the provisions of ‎Section 3.5 , ‎Section 5.2(k) and ‎Article IX shall no longer be applicable with respect to such portion of the Contingent Stock Consideration; and (C) the Purchasers’ decision to pay any or all of such portion of the Contingent Consideration in cash shall be independent of the

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Purchasers’ decision to pay in cash any other portion of the Purchase Price otherwise payable in shares of Quanta Common Stock.
(d)     Earnout Notice . Within one hundred eighty (180) days following the end of the Earnout Period, the Purchasers shall deliver or cause to be delivered to the Partners Representative the consolidated balance sheet and income statement of the Acquired Companies for the Earnout Period, specifying the Purchasers’ calculation of the Acquired Companies’ Adjusted EBITDA for the Earnout Period and showing in reasonable detail the computation thereof (including any equitable adjustments pursuant to ‎Section 1.7(f) ) and, based thereon, the Purchasers’ calculation of the amount of Contingent Consideration to be paid pursuant to ‎Section 1.7(a) (the “ Earnout Notice ”).
(e)     Right to Inspect Books and Records; Earnout Dispute Resolution .
(i)     After receipt of the Earnout Notice, the Partners Representative shall have thirty (30) days to review such Earnout Notice (the “ Earnout Notice Review Period ”). During the Earnout Notice Review Period, the Purchasers shall (A) provide the Partners Representative and his authorized representatives, upon reasonable notice, reasonable access during normal business hours to the books, records and employees of the Acquired Companies (subject to the Partners Representative and his representatives entering into customary confidentiality and access agreement(s) as appropriate), in order for them to review the method of preparation of the Earnout Notice and (B) cooperate with the Partners Representative and his authorized representatives, including the provision on a timely basis of information reasonably requested by the Partners Representative or his authorized representatives and necessary in reviewing the preparation of such Earnout Notice.
(ii)     If the Partners Representative delivers written notice (an “ Earnout Dispute Notice ”) to the Purchasers within the Earnout Notice Review Period stating that the Partners Representative objects to any item in such Earnout Notice, specifying in reasonable detail the basis for such objection and the dollar amount of such disputed items, the Partners Representative and the Purchasers will negotiate in good faith with a view to resolving their disagreements with respect to, and finally determine and agree upon, such disputed item as promptly as practicable. If the Purchasers and the Partners Representative resolve their disagreements with respect to such disputed items, the amount of the Acquired Companies’ Adjusted EBITDA for the Earnout Period and, based thereon, the calculation of the amount of Contingent Consideration to be paid pursuant to ‎Section 1.7(a) agreed upon by them shall be final, conclusive and binding on the Parties for all purposes of this Agreement. If the Partners Representative does not deliver an Earnout Dispute Notice to the Purchasers within the Earnout Notice Review Period, then the Partners Representative shall be deemed to have accepted and agreed to the amount of Adjusted EBITDA and Purchasers’ calculation of the Contingent Consideration to be paid pursuant to ‎Section 1.7(a) set forth in the Earnout Notice.
(iii)     If the Partners Representative and the Purchasers are unable to agree upon the Contingent Consideration within fifteen (15) days of the delivery of the Earnout Dispute Notice, then either the Purchasers or the Partners Representative may deliver written

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notice to the other(s) (the “ Earnout Expert Notice ”) requiring any remaining disputed items with respect to the Contingent Consideration be referred to the Expert, as selected in the manner provided in Section 1.5(d) . Within five (5) Business Days of the delivery of the Earnout Expert Notice, each Party shall submit its written position with respect to such items remaining in dispute to the Expert. The Expert shall address only those disputed numerical inaccuracies and errors in the calculation of Adjusted EBITDA and may not determine a Contingent Consideration greater than the greatest amount claimed by the Partners Representative or smaller than the smallest amount claimed by the Purchasers. The Expert’s review and determination shall be limited to only those items remaining in dispute and base such determination solely on the materials submitted by the Partners Representative and the Purchasers, without conducting any independent investigation. The Purchasers and the Partners Representative shall each promptly supply to the Expert any information, assistance and cooperation that the Expert may reasonably request in connection with such determination. All correspondence between the Expert and the Purchasers or the Partners Representative (or their respective advisers) must be copied to the other Party. The Purchasers and the Partners Representative shall instruct the Expert to make its determination in writing as promptly as practicable after being appointed pursuant to this Section 1.7(e)(iii) (but in any event within thirty (30) days of such appointment) (or such other period as may be agreed between the Purchasers and the Partners Representative). The Expert’s determination pursuant to this Section 1.7(e)(iii) shall constitute an arbitral award that is final, conclusive and binding on the Parties for all purposes of this Agreement, non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. Notwithstanding anything to the contrary herein, the processes and procedures to be used by the Parties and the Expert in connection with the determination by the Expert of Adjusted EBITDA shall be limited to those set forth in this Agreement, and no other arbitration rules or procedures shall apply in connection therewith. The fees and disbursements of the Expert and the out-of-pocket costs and expenses (including reasonable fees and expenses of outside legal counsel) of the Parties relating to the disputes submitted to the Expert pursuant to this Section 1.7(e)(iii) (collectively, the “ Earnout Dispute Expenses ”) shall be borne (A) by the Partners, on a several, and not joint, basis based on their respective Pro Rata Share, in that aggregate proportion equal to a fraction (expressed as a percentage), the numerator of which is equal to the Contingent Consideration claimed by the Partners Representative  minus the Contingent Consideration determined by the Expert, and the denominator of which is equal to the Contingent Consideration claimed by the Partners Representative minus the Contingent Consideration claimed by the Purchasers and (B) by the Purchasers in that proportion equal to a fraction (expressed as a percentage) equal to one (1) minus the fraction described in clause (A) . For example, if (x) the Partners Representative claims that the Contingent Consideration should be $10,000 and the Purchasers claim that the Contingent Consideration should be $8,000, (y) the Expert determines that the Contingent Consideration should be $9,200 and (z) the Earnout Dispute Expenses are $100, then (A) each Partner shall be liable on a several, and not joint, basis for, and shall pay an amount equal to, its Pro Rata Share of forty percent (40%) of the Earnout Dispute Expenses ( i.e. , an aggregate amount of $40) and (B) the Purchasers shall pay sixty percent (60%) of the Earnout Dispute Expenses ( i.e. , an aggregate amount of $60).

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(iv)     Payment of the Contingent Consideration, if any, shall be made within five (5) Business Days after such amount has been finally determined in accordance with this ‎Section 1.7 and ‎Section 1.8 (the “ Earnout Payment Date ”) and pursuant to a written notice of payment (the “ Earnout Payment Notice ”), which shall include, with respect to the Contingent Stock Consideration, (A) the calculation of the Contingent Stock Consideration, including the calculation of the Average Closing Price and the number of shares comprising the Contingent Stock Consideration, and (B) the portion of the Contingent Stock Consideration payable to each Partner on the Earnout Payment Date.
(f)     Post-Closing Operation of the Acquired Companies .
(i)     The Parties acknowledge and agree that, from and after the Closing Date, the management and operations of the Acquired Companies and their businesses will be at Quanta’s sole discretion and that, subject to the other provisions of this Agreement, including Section 1.7(f)(iii) , neither Quanta nor the Purchasers shall have any obligation to operate the Acquired Companies in order to achieve any Contingent Consideration or to maximize the amount of any Contingent Consideration.
(ii)     Each of the Parties acknowledge that (A) the future performance of the Acquired Companies is subject to significant business, economic and competitive uncertainties and contingencies, (B) actual results of the Acquired Companies may vary from anticipated results and (C) there is no assurance that the Company will achieve any particular level of Adjusted EBITDA. Accordingly, except as expressly provided by this Agreement, none of the Parties or their respective Affiliates or their respective directors, officers, employees or agents makes any representations or warranties, express or implied, with respect to any Contingent Consideration or the future performance, prospects, financing or operations of the Acquired Companies, including any future Adjusted EBITDA. The Parties acknowledge that, except as expressly provided by this Agreement, the Purchasers have not promised or projected any Contingent Consideration, and the Parties solely intend the express provisions of this Agreement to govern this contractual relationship.
(iii)     To the extent that (A) Quanta or the Purchasers cause the Acquired Companies to be operated substantially outside the ordinary course of business and inconsistent with past practices of the Acquired Companies, (B) Quanta or the Purchasers cause any of the Acquired Companies to transfer or sell material assets (including employees or personnel) substantially outside the ordinary course of business and inconsistent with past practices of such applicable Acquired Company or (C) Quanta, the Purchasers, any of the Acquired Companies or any of their respective Affiliates divert to other Affiliates of Quanta business opportunities originated by any of the Acquired Companies or work completed by the employees or personnel of the Acquired Companies for which the Acquired Companies have the capacity and ability to perform and, in the case of any of clause (A) , (B) or (C) , such actions result in a material deviation to the Adjusted EBITDA of the Acquired Companies that is used to calculate the Contingent Consideration, if any, that is payable pursuant to this Agreement (any such actions, an “ Earnout Adjustment Action ”), then the Purchasers shall

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include in the Earnout Notice or the Final Earnout Notice, as applicable, a proposed equitable adjustment to the Contingent Consideration in favor of the Partners to take appropriate account of the change to the Adjusted EBITDA as a result of such Earnout Adjustment Action, it being agreed that with respect to clause (A) above, such equitable adjustment shall only result in the gain or loss associated with such Earnout Adjustment Action being excluded from the determination of Adjusted EBITDA with no other adjustment.
(iv)     Notwithstanding the foregoing, no equitable adjustment to the Contingent Consideration shall be made (A) to the extent an Earnout Adjustment Action is taken to comply with any Applicable Law; (B) in respect of any change or expansion of the Acquired Companies’ activities with respect to its existing business lines or any new business lines, in each case that are consistent with the Acquired Companies’ business plans as of immediately before Closing; or (C) where the Partners Representative has actual knowledge (and not simply reason to believe) of an actual Earnout Adjustment Action (including where an Acquired Company has taken affirmative action with potential third parties (including preliminary meetings with any such third parties) in pursuit of an Earnout Adjustment Action) and has not provided written notice to Quanta stating in reasonable detail his objection to such Earnout Adjustment Action (an “ Earnout Adjustment Notice ”) within thirty (30) days of the Partners Representative having such actual knowledge.
(g)     Tax Treatment . The Parties agree to treat any Contingent Consideration paid by the Purchasers to the Partners pursuant to this ‎Section 1.7 as additional consideration paid for the purchase of Acquired Interests pursuant to this Agreement for all applicable Tax purposes, and no Party shall take a position on any Tax Return or other filings, or its books and records, that is inconsistent with this treatment, unless required by a change of Applicable Law effective after the date of this Agreement or a determination of a Governmental Entity that is final; provided that a portion of Contingent Consideration shall be treated as interest as required by U.S. Treasury Regulation Section 1.1275-4(c) Code and Section 1274 (and the other applicable provisions of the Code or other applicable Tax laws) using the discount rate specified therein to determine the imputed interest.
(h)     Non-Transferable; Non-Assignable; Contract Right . The right to receive the Contingent Consideration shall not be represented by any form of certificate or other instrument, is not assignable or transferable by any Partner (other than any transfer to an individual’s or trust’s heirs, beneficiaries, successors, assigns or personal representatives upon the death of such individual, by operation of law, will, intestate succession or otherwise) and may not be pledged or encumbered by any Partner. The right to receive the Contingent Consideration is a contractual right only and does not constitute an equity or ownership interest in the Acquired Companies, the Purchasers or Quanta. A holder of a right to receive the Contingent Consideration, in such capacity, shall not be deemed to be a stockholder, member or partner of the Acquired Companies, the Purchasers or Quanta, or have the right to vote, notice or any other rights of a stockholder, member or partner. It is not the intention of the parties to create, nor shall this ‎Section 1.7 be deemed or construed to create, a partnership, joint venture or association, or a trust or other fiduciary relationship.

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(i)     Forfeiture of Contingent Consideration . In addition to, and without limitation of, the Purchasers’ rights under ‎Article VIII , payment of the Contingent Consideration is expressly conditioned upon and subject to compliance by the Partners of their obligations under ‎Section 4.4 , and the material failure by any Partner to comply with such obligations shall release the Purchasers from any further liability or obligation to make any payments in respect of any Contingent Consideration to such Partner and any Contingent Consideration then or thereafter due and payable by the Purchasers hereunder shall be reduced by such Partner’s Contingent Consideration Pro Rata Share.
(j)     Annual Estimates . Within thirty (30) days after the filing of Quanta’s Annual Report on Form 10-K with the U.S. Securities and Exchange Commission (“ SEC ”) relating to a fiscal year completed during the Earnout Period, the Purchasers shall deliver or cause to be delivered to the Partners Representative an estimate of the Adjusted EBITDA of the Acquired Companies for the applicable portion of the Earnout Period, calculated by the Purchasers as set forth in this Section 1.7 . For the avoidance of doubt, such estimated Adjusted EBITDA shall not be binding upon the Parties and shall not otherwise alter, limit or restrict the rights and obligations of the Parties under this ‎Section 1.7 .
(k)     Earnout Trigger Event . In the event of the occurrence of any of the following (an “ Earnout Change in Control Event ”) during the Earnout Period: (i) a Change in Control of Quanta and, within one (1) year of such Change in Control, the Chief Executive Officer of Quanta (or of the then-existing ultimate parent entity of Quanta immediately prior to such Change in Control) at the time of such Change in Control ceases to be employed in such officer’s current or higher position by Quanta (or then-existing ultimate parent entity of Quanta immediately prior to such Change in Control) or (ii) a Change in Control of the Acquired Companies, then the Partners shall be entitled to receive, and the Purchasers and Quanta shall pay, or cause to be paid to the Partners Representative (on behalf of the Partners), an aggregate amount equal to the sum of (x) the calculation of the Contingent Consideration for the completed interim period of the Earnout Period commencing on the first date of the Earnout Period and ending on the effective date of the Change in Control underlying such Earnout Change in Control Event) and (y) the pro rata portion of the Contingent Consideration attributable to the remainder of the Earnout Period following the effective date of the Change in Control underlying such Earnout Change in Control Event, in each case, as calculated in accordance with Schedule 1.7(k) and without any regard to the amount of the Adjusted EBITDA earned by the Acquired Companies in such period; provided , however , that with respect to clause (i) above, if Quanta is not the continuing or surviving entity immediately after such Change in Control, any Contingent Stock Consideration payable pursuant to this Section 1.7 shall be payable in publicly-traded securities of the Person who following such Change in Control, will own or control the voting securities or the assets and properties referenced in the definition of Change in Control below, or if such securities are not so publicly traded, in cash. For purposes hereof, a “ Change in Control ” shall mean, (1) with respect to Quanta, (A) an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of in excess of fifty percent (50%) of the capital stock of Quanta entitled to vote for members of the board of directors or equivalent governing body of Quanta (“ Voting Stock ”); and (B) a sale of all or substantially all of the assets and properties of Quanta and its subsidiaries, taken

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as a whole, to a Person other than to an Affiliate of Quanta; and (2) with respect to the Acquired Companies, in a single or series of related transactions, (A) a direct or indirect sale of the equity interests in one or more of the Acquired Companies that hold all or substantially all of the assets of the Acquired Companies, taken as a whole, or (B) a sale of all or substantially all of the assets of the Acquired Companies, taken as a whole, in the case of each of clause (A) or (B) , to a Person other than an Affiliate of Quanta. For the avoidance of doubt, a transaction will not be deemed to involve a “Change in Control” with respect to Quanta if (x) Quanta becomes a direct or indirect wholly-owned Subsidiary of a Person or directly or indirectly sells, transfers, conveys or otherwise disposes of all or substantially all of the assets and properties of Quanta to such Person or a Wholly-Owned Subsidiary thereof and (y)(i) the holders of the Voting Stock of such Person immediately following that transaction are substantially the same as the holders of Quanta’s Voting Stock immediately prior to that transaction or (ii) both (x) the holders of Quanta’s Voting Stock immediately prior to that transaction beneficially own, directly or indirectly, more than 50% of the Voting Stock of such Person, measured by voting power rather than number of shares, immediately following such transaction and (y) no person or group (other than a holding company satisfying the requirements of this sentence) becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such Person, measured by voting power rather than number of shares, immediately following such transaction.
Section 1.8     Payment of Contingent Stock Consideration .
(a)     If any Contingent Stock Consideration is payable pursuant to ‎Section 1.7 , Quanta, on behalf of the Purchasers, shall deliver or cause to be delivered to the Partners, subject to and conditioned upon the respective Partner’s timely providing Quanta all information as required pursuant to ‎Section 5.2(k) a copy of an instruction letter to Quanta’s transfer agent, duly executed by an authorized Quanta signatory, directing that the Contingent Stock Consideration be issued in book-entry form in the name of the respective Partners.
(b)     No fractional shares of Quanta Common Stock shall be issued as Contingent Stock Consideration, and each Partner shall be entitled to receive the nearest whole share of Quanta Common Stock rounded upwards, without reducing the amount of the Contingent Cash Consideration payable pursuant to this Agreement.
Section 1.9     Withholding Taxes . All payments and other consideration due to the Partners under this Agreement shall be made net of any applicable deduction or withholding for or on account of any Tax. If Quanta or the Purchasers determine that withholding is required pursuant to this Section 1.9 , Quanta, the Purchasers, the Acquired Companies or any other applicable withholding agent, prior to deducting and withholding any amounts pursuant to this Section 1.9 , shall notify the Person in respect of which such deduction or withholding will be made of such determination, with reasonable specificity. In the event Quanta or the Purchasers are required to withhold or deduct an amount for or on account of any Tax from any payment or other consideration due to the Partners under this Agreement and such amount is paid over to the appropriate Governmental Entity, the amount deducted or withheld shall be treated as paid to the person on whose behalf the amount is deducted or withheld for all purposes of this Agreement.

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Section 1.10     Purchase Price Allocation . The amount of the Purchase Price (excluding any amount of the Escrow Funds and Contingent Consideration treated as interest for U.S. federal income tax purposes) plus the aggregate amount of all liabilities of the Acquired Companies that are treated for U.S. federal income tax purposes as consideration received by the Partners in the Acquisition (collectively, the “ Amount Realized ”) shall be allocated among the assets of the Acquired Companies for purposes of Section 751 of the Code and the statement required to be filed under Treas. Reg. § 1.751-1(a)(3) (and any similar provision of state, local or foreign Applicable Law, as applicable) (the “ Allocation ”). The Partners Representative shall provide Quanta with any information reasonably requested and required to prepare the Allocation. Quanta shall complete a draft Allocation and shall furnish the Partners Representative with a copy (the “ Draft Allocation ”) within sixty (60) days after the date on which the Closing Date NWC becomes final pursuant to ‎Section 1.5. Unless the Partners Representative provides written notice to Quanta of any objections to the Draft Allocation within thirty (30) days after receipt thereof, the Draft Allocation shall become final (the “ Final Allocation ”); provided that, in the event the Amount Realized is subsequently adjusted as a result of this Agreement, Quanta shall prepare and furnish to the Partners Representative a revised Draft Allocation and the revised Draft Allocation shall become the Final Allocation unless the Partners Representative provides written notice to Quanta of any objections to such revised Draft Allocation within thirty (30) days after receipt thereof. If the Partners Representative timely provides written notice of objection to the Draft Allocation pursuant to the prior sentence, Quanta and the Partners Representative shall negotiate in good faith to resolve such objection(s). In the event Quanta and the Partners Representative fail to resolve such objection(s) within fifteen (15) days after delivery of the Partners Representative’s notice, either Quanta or the Partners Representative may deliver written notice to the other stating the intent to submit such dispute to the Expert, and within fifteen (15) Business Days of such notice, each Party shall submit its written position with respect to the items in dispute to the Expert for resolution under procedures similar to those described in ‎Section 1.7(e)(iii) . Quanta shall bear fifty percent (50%) of the fees of the Expert for resolution of any dispute under this ‎Section 1.10 , and each Partner shall be liable on a several, and not joint, basis for, and shall pay an amount equal to, its Pro Rata Share of the remainder of such fees. Upon the resolution of all disputed items with respect to the Draft Allocation pursuant to the foregoing procedures, the Draft Allocation shall become the Final Allocation. The Parties shall consistently report the Final Allocation for all Tax purposes, and shall not take or assert any position inconsistent therewith for any Tax purpose except to the extent required by Applicable Laws.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTNERS
Each of the Partners hereby, severally and not jointly, represents and warrants to each of the Purchasers and Quanta that the statements contained in this Article II are true and correct as of the Closing Date. In addition, each of the Partners hereby acknowledges that the Purchasers and Quanta are relying on the representations and warranties set forth in this ‎Article II in connection with their execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement.
Section 2.1     Organization . Each of the General Partners and the Acquired Companies is a limited partnership or limited liability company, as applicable, duly formed, validly existing and in

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good standing under the laws of its jurisdiction of formation and is not a reporting issuer (as such term is defined or used under U.S. securities laws). Each of the General Partners and the Acquired Companies (a) has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, and (b) is duly qualified or registered and in good standing as a foreign limited partnership or limited liability company, as appropriate, to transact business under the laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except in the cause of clause (b) as would not materially impact the conduct of the business of such Person. The Partners have heretofore delivered or otherwise made available, to the extent such records exist, to the Purchasers or Quanta true, correct and complete copies of the Organizational Documents and record books of each Acquired Company as currently in effect (including the record books of each Acquired Company with respect to all actions taken by such Acquired Company’s general partner, limited partners, manager or board of managers or board of directors, including any committee thereof, and the Partners). Schedule 2.1 sets forth each Acquired Company’s jurisdiction of formation, description of the type of entity and all of the jurisdictions in which it is qualified or registered to do business.
Section 2.2     Authorization . Such Partner and, as applicable, each Acquired Company has full power, capacity and authority to enter into, execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by such Person in connection with the transactions contemplated by this Agreement (collectively, the “ Partner Ancillary Documents ”) and to perform such Person’s obligations under this Agreement and the Partner Ancillary Documents to which such Person is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Partner Ancillary Documents to which such Person is a party will be as of the Closing Date, duly executed and delivered by such Partner and the Acquired Companies, as applicable, and (assuming the due authorization, execution and delivery thereof by each other party thereto) constitute, or will constitute, as the case may be, legal, valid and binding agreements of such Partner and the Acquired Companies, as applicable, enforceable against each of them, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
Section 2.3     Investments and Subsidiaries . Except as expressly described in Schedule 2.3 , the Acquired Companies do not own and have never owned, directly or indirectly, any shares of capital stock, membership interests, partnership interests, securities or other equity interests in any Person. Except as expressly described in Schedule 2.3 , there is no Person (i) that has ever merged with or has been wound up or converted into any Acquired Company, (ii) a majority of whose capital stock, membership interests, partnership interests or similar outstanding ownership interests has ever been acquired by any Acquired Company or (iii) all or substantially all of whose assets have ever been acquired by any Acquired Company. Schedule 2.3 sets forth (x) any and all prior names of each Acquired Company and (y) any and all current and prior assumed and/or trade names of each Acquired Company. Except as expressly described in Schedule 2.3 , no Acquired Company is or has been a participant in any joint venture in the last five (5) years.
Section 2.4     Capitalization .

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(a)     Schedule 2.4 accurately and completely sets forth (i) the authorized capital structure of each Acquired Company by listing thereon the total number and type of securities that are authorized, held in treasury (if applicable), and issued and outstanding, which represent all of the membership interests, partnership interests, securities or other equity interests of any nature in each Acquired Company, and (ii) the full legal name of each record and beneficial owner of such membership interests, partnership interests, securities or other equity interests, including the amount held and the percentage owned by each such owner.
(b)     All of the issued and outstanding membership interests, partnership interests, securities and other equity interests of each Acquired Company: (i) are duly authorized, validly issued, fully paid and non-assessable and (ii) were not issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person or any agreement or Applicable Laws by which any Acquired Company or Partner was bound at the time of such issuance. Such Partner is the record and beneficial owner of the Acquired Interests set forth opposite such Partner’s name on Schedule 2.4 and will, upon consummation of the transactions contemplated by this Agreement, transfer to the Purchasers record and beneficial ownership of such Acquired Interests, free and clear of any Liens and defects of title whatsoever, other than those (A) arising pursuant to applicable Securities Laws, (B) contained in the Organizational Documents of an Acquired Company, (C) created by the Purchasers or their Affiliates or (D) as shall be released, waived or otherwise terminated in connection with the Closing.
(c)     Schedule 2.4 sets forth all outstanding options, warrants, calls, puts, commitments, subscriptions, claims, contracts, agreements, instruments, obligations and other plans and commitments, contingent or otherwise, relating to the membership interests, partnership interests, securities or other equity interests of each Acquired Company and any securities or obligations of any kind exchangeable for or convertible into membership interests, partnership interests, securities or other equity interests of any Acquired Company, including any debt instruments and those for the grant, issuance, vesting, purchase or redemption of such membership interests, partnership interests, securities or other equity interests, or that grant or impose any rights (including for conversion or exchange), preferences, privileges or restrictions (including any right of first refusal) with respect to any such membership interests, partnership interests, securities or other equity interests (collectively, the “ Equity Interest Agreements ”). Except as expressly described in Schedule 2.4 , there are no (i) membership interests, partnership interests, securities or other equity interests of any Acquired Company that are reserved for issuance, (ii) dividends accrued or declared and unpaid on the membership interests, partnership interests, securities or other equity interests of any Acquired Company or (iii) voting trusts, proxies or other similar agreements or understandings with respect to the voting of the membership interests, partnership interests, securities or other equity interests of any Acquired Company.
Section 2.5     Absence of Restrictions and Conflicts; Consents . The execution, delivery and performance by such Partner and the Acquired Companies, as applicable, of this Agreement and the Partner Ancillary Documents to which such Person is a party, and the consummation of the transactions contemplated by this Agreement and such Partner Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and such Partner Ancillary Documents by such Partner and the Acquired Companies, as applicable, do not or will not (as the case may be),

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with the passing of time or the giving of notice or both, contravene, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel or any other right or benefit under: (a) any term or provision of the constituent, charter, articles, certificates, partnership agreements, limited liability company agreements, regulations, and all other similar organizational documents (including any amendments thereto, collectively, the “ Organizational Documents ”) of any Acquired Company or any resolution adopted by the general partner, limited partners, member, manager or board of managers or board of directors (or any committee thereof) or Partners of any Acquired Company, as the case may be, (b) except as expressly described in Schedule 2.5 or as would not, individually or in the aggregate, reasonably be expected to materially impact the Acquired Companies, taken as a whole, any of the Company Contracts or Licenses, (c) any judgment, decree, writ, order, injunction, award or ruling of any federal, state, territorial, municipal or local or foreign government, or any court, tribunal, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (each a “ Governmental Entity ” and, collectively, the “ Governmental Entities ”) or arbitration panel to which any Acquired Company, or such Partner, is a party or by which any Acquired Company, or such Partner, or any of their respective assets or properties are bound or (d) any Applicable Laws applicable to any Acquired Company, or such Partner or will otherwise result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of any Acquired Company. No consent, permit, waiver, license, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or public or regulatory unit, agency or authority is required with respect to any Acquired Company, or such Partner, or their respective Affiliates in connection with the execution, delivery or performance of this Agreement or the Partner Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, other than (x) as expressly described in Schedule 2.5 , or (y) such consents, permits, waivers, licenses, approvals, orders or authorizations of, registrations, declarations or filings (A) that have already been obtained or made by the Partners, the Acquired Companies or their respective Affiliates, as applicable, (B) as may be required solely due to the Purchasers’ or Quanta’s participation in the transactions contemplated herein and (C) in respect of licenses, that are customarily given or obtained post-closing for transactions of the type contemplated herein. For purposes hereof “ Permitted Liens ” means (i) statutory Liens for current Taxes that are (x) not yet due and payable or (y) being contested in good faith by appropriate proceedings and for which there are adequate reserves on the books of the Acquired Companies, (ii) mechanics’, carriers’, workers’, repairers’ and other similar Liens imposed by Applicable Law arising or incurred in the ordinary course of business for obligations that are (x) not yet due and payable or (y) being contested in good faith by appropriate Actions and for which there are adequate reserves on the books of the Acquired Company, (iii) in the case of leases of vehicles, rolling stock and other personal property, encumbrances that do not impair the operation of the business at the facility at which such leased equipment or other personal property is located, (iv) Liens on leases of real or personal property arising from the provisions of such leases, (v) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (vi) deposits to secure the performance of bids, contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vii) zoning regulations and restrictive covenants, conditions, easements, encumbrances and other restrictions of record and any matter that would be shown by a current and accurate survey

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of the property in question that do not materially detract from the value of the property and do not materially and adversely affect, impair or interfere either individually or in the aggregate with the use of any property affected thereby, (viii) public utility easements of record, in customary form, (ix) Liens on the license of intellectual property arising from the provisions of such licenses, (x) other than with respect to real property, Liens arising under original purchase price conditional sales contracts with third parties entered into in the ordinary course of business consistent with the past practice which are not, individually or in the aggregate, material to the Acquired Companies, (xi) Liens arising pursuant to applicable Securities Laws, (xii) Liens contained in the Organizational Documents of the Acquired Companies, (xiii) Liens consented in writing to or created by any of the Purchasers, Quanta or their respective Affiliates, or (xiv) Liens as shall be released, waived or otherwise terminated in connection with the Closing.
Section 2.6     Real Property .
(a)     Owned Real Property . No Acquired Company owns any real property or is a party to any contracts, agreements or commitments or has any other obligations for the purchase or acquisition of fee simple title to any real property or for the purchase or construction of any buildings.
(b)     Leased Real Property . Schedule 2.6 sets forth a true and complete list of the Real Property Leases (the parcels of real property covered by such Real Property Leases, together with all rights, title and interest of each Acquired Company in and to the leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, any easements and other rights and appurtenances thereto and whether any such lease is subject to an oral, rather than written, lease agreement, the “ Leased Real Property ”). Except as set forth on Schedule 2.6 , there are no oral agreements related to the leasing of Leased Real Property. Each Acquired Company that is party to a Real Property Lease has a valid, binding and enforceable leasehold interest in each applicable Leased Real Property, such leasehold interest being free and clear of any Liens other than Permitted Liens. The Leased Real Property constitutes and includes all interests in real property currently used or held for use in connection with the business of the Acquired Companies and that is necessary for the continued operation of the business of the Acquired Companies as currently conducted. No Acquired Company has used, or allowed any other Person to use, any Leased Real Property for any purpose other than the operation of the business of such Acquired Company in the ordinary course.
(c)     Real Property Lease Agreements . The Partners have heretofore delivered to the Purchasers or Quanta true, correct and complete copies of the agreements, instruments and documents related to the leasing of the Leased Real Property, together with all amendments, modifications and supplements, if any, thereto (the “ Real Property Leases ”). Schedule 2.6 also identifies with respect to each of the Real Property Leases: (i) the identity of the landlord and tenant, (ii) the current expiration date of the Real Property Lease or if such Real Property Lease is operated on a month-to-month basis, (iii) the current annual or monthly rental payment, as applicable, and (iv) the location of the Leased Real Property. No Acquired Company has sent or received any written notice of assessments, including threatened or otherwise, general or specific, which have been or are in the process of being levied against any of the Leased Real Property under any of the Real Property

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Leases. Each Acquired Company party to any Real Property Lease has peaceful and undisturbed possession with respect to the Leased Real Property under which such Acquired Company is the lessee, sublessee, licensee, user or occupant. With respect to each Real Property Lease: (1) no Acquired Company is in breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default by any Acquired Company or any Related Party or, to the Knowledge of the Partners, any other party thereto, and the applicable Acquired Company has paid all rent due and payable through the Closing Date under such Real Property Lease; (2) no Acquired Company has, and none of the Partners have, received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Acquired Company or any Related Party under the Real Property Lease and, to the Knowledge of the Partners, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto; (3) no Acquired Company has subleased, assigned or otherwise granted the right to use or occupy the Leased Real Property or any portion thereof to any Person (other than to another Acquired Company); (4) no Acquired Company has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property that will not be extinguished at Closing; (5) no Acquired Company has waived in writing any of its rights under any Real Property Leases; and (6) except as described in Schedule 2.6 , with respect to Leased Real Property (i) leased under a lease which is not an Existing Related Party Lease, to the Knowledge of the Partners, and (ii) leased from a landlord which is a Related Party (each such lease, an “ Existing Related Party Lease ”), there are no non-disturbance agreements, lessor forbearance agreements, lessor waiver agreements or similar agreements affecting the Real Property Lease.
(d)     Real Property Compliance with Laws . All authorizations and consents necessary in connection with the Acquired Companies’ present use and operation of the Leased Real Property, and the lawful occupancy thereof, have been issued by the applicable Governmental Entity. With respect to Leased Real Property (i) leased under a lease which is not an Existing Related Party Lease, to the Knowledge of the Partners, and (ii) leased under an Existing Related Party Lease, no portion of the Leased Real Property, or any of the respective buildings and improvements located thereon, violates any Applicable Laws in any material respect, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. With respect to Leased Real Property (i) leased under a lease which is not an Existing Related Party Lease, to the Knowledge of the Partners, and (ii) leased under an Existing Related Party Lease, none of the Leased Real Property is subject to any judgment, decree, order, injunction, award or ruling, whether threatened or proposed of a Governmental Entity to be sold or taken by public authority. None of the Acquired Companies or the Partners have received any written notice of (1) any violation of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Leased Real Property or (2) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters that would reasonably be expected to adversely affect the Acquired Companies’ ability to operate the Leased Real Property after the Closing Date as it is currently operated.
(e)     Condition of Leased Real Property . The buildings, improvements and fixtures located on the Leased Real Property and leased by an Acquired Company under Real Property Leases are adequate and suitable for the purposes for which they are presently being used by such Acquired Company. With respect to Leased Real Property (i) leased under a lease which is not an Existing

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Related Party Lease, to the Knowledge of the Partners, and (ii) leased under an Existing Related Party Lease, there are no condemnation, expropriation, eminent domain or similar proceedings pending (or, with respect to all Leased Real Property, to the Knowledge of the Partners, threatened or contemplated) that affect any of the Leased Real Property, any part thereof or any improvements thereon. None of Acquired Companies or the Partners have received any notice, written or oral, of the intention of any Governmental Entity or other Person to take by condemnation, expropriation or eminent domain all or any part of any of the Leased Real Property. Neither the whole nor any material portion of any Leased Real Property is currently damaged or destroyed by fire or other casualty.
Section 2.7     Personal Property .
(a)     Personal Property; Title, Condition and Related Matters . Schedule 2.7 sets forth a true, correct and complete list and general description (including, to the extent available in the books and records of the Acquired Companies, the make, model, year and serial numbers/vehicle identification numbers and location for each motor vehicle or other piece of rolling stock) of (i) excluding office furniture and office electronics, all equipment and other items of tangible personal property and assets of each Acquired Company (collectively, the “ Personal Property ”) having an estimated fair market value or book value in excess of $10,000 as of the Interim Balance Sheet Date and (ii) all contracts, agreements, commitments or other obligations of each Acquired Company for capital expenditures to be made after the Closing Date or the purchase, acquisition or manufacture of any Personal Property after the Closing Date, in each case, as would obligate, individually or in the aggregate, any Acquired Company to make payments in excess of $50,000 in any consecutive twelve (12)-month period (collectively, the “ Personal Property Contracts ”). Except as expressly described in Schedule 2.7 or as disposed of in the ordinary course of business since the Interim Balance Sheet Date, each Acquired Company has good, marketable and transferable title to all of its owned Personal Property, or a legal, valid and binding leasehold or license interest in all of its leased Personal Property, in each case, free and clear of all Liens, other than Permitted Liens. All Personal Property is in reasonably sufficient operating condition and repair, ordinary wear and tear excepted, to allow the business of the Acquired Companies to be operated in the ordinary course of business as currently operated.  Schedule 2.7 describes in reasonable detail each addition, sale, transfer or other disposition of any Personal Property having an estimated fair market value or book value in excess of $50,000 since the Interim Balance Sheet Date; provided that , each sale, transfer or other disposition of Personal Property since the Interim Balance Sheet Date with a fair market value or book value, as applicable, of $50,000 or less does not exceed, in the aggregate, $500,000.
(b)     Personal Property Lease Agreements . The Partners have heretofore delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of all material agreements, instruments and documents related to the leasing of any Personal Property, together with all amendments, modifications and supplements, if any, thereto (collectively, the “ Personal Property Leases ”), which such Personal Property Leases are identified on Schedule 2.7 , including with respect to each of the Personal Property Leases, the identity of the lessor and lessee thereunder.

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(c)     Other Personal Property . No Person other than the applicable Acquired Company owns any Personal Property situated on the premises of such Acquired Company or used in any Acquired Company’s business, except for the leased items that are subject to the Personal Property Leases.
Section 2.8     Financial Statements . Attached hereto as Schedule 2.8 are true, complete and correct copies of (i) the audited combined and consolidated balance sheet, combined and consolidated statement of earnings, combined and consolidated statement of changes in partners’ capital (deficit) and combined and consolidated statement of cash flows of the Acquired Companies as of and for the fiscal year ended December 31, 2016, together with the related independent auditor’s reports, notes and schedules, (ii) the audited consolidated balance sheets, consolidated statements of earnings, consolidated statements of changes in partners’ capital and consolidated statements of cash flows of the Acquired Companies as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the related independent auditor’s reports, notes and schedules, and (iii) the unaudited interim combined balance sheet and combined statement of earnings of the Acquired Company as of and for the three (3)-month fiscal period ended March 31, 2017 (collectively, the “ Financial Statements ”). For purposes of this Agreement, “ Fiscal Year End Balance Sheet Date ” means the date of the balance sheet in the Financial Statements for the fiscal year ended December 31, 2016 and “ Interim Balance Sheet Date ” means the date of the interim balance sheet in the Financial Statements. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Acquired Companies, which books and records are maintained in accordance with GAAP, consistently applied throughout the periods indicated, and such books and records have been maintained on a basis consistent with the past practice of the Acquired Companies; provided , however , for the avoidance of doubt, the unaudited Financial Statements referred to in clause (iii) above are subject to normal year-end adjustments and lack footnotes and other presentation items. Each of the balance sheets included in such Financial Statements (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Acquired Companies as of the date of such balance sheet, and each of the statements of earnings, changes in partners’ capital and cash flows included in such Financial Statements (including any related notes and schedules) fairly presents, in all material respects, the results of operations and changes in cash flows, as the case may be, of the Acquired Companies for the periods set forth therein, in each case in accordance with GAAP, consistently applied during the periods involved; provided , however , for the avoidance of doubt, the unaudited Financial Statements referred to in clause (iii) above are subject to normal year-end adjustments and lack footnotes and other presentation items. Except as set forth on Schedule 2.8 , during the last two (2) years, there has been no change in any of the accounting (or Tax accounting) policies, practices or procedures of the Acquired Companies. No Partner, nor to the Knowledge of the Partners, any manager, director, general partner, officer, employee, auditor, accountant, or similar representative of any Acquired Company has become aware of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practice, procedures, methodologies, or methods of any Acquired Company or its internal accounting controls, including any material complaint, allegation, assertion, or claim that any Acquired Company has engaged in improper accounting or auditing practices.
Section 2.9     Acquired Company Liabilities . Except as expressly described in Schedule 2.9 :

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(a)     Undisclosed Liabilities . No Acquired Company has any liabilities or obligations, whether known or unknown, absolute, contingent or otherwise (and there is no basis for any present or future proceeding against any Acquired Company giving rise to any liabilities or obligations), except liabilities and obligations (i) that are adequately reflected or specifically reserved against in the Financial Statements as of the Fiscal Year End Balance Sheet Date, (ii) that have been incurred since the Fiscal Year End Balance Sheet Date in the ordinary course of business consistent with past practice of such Acquired Company and that are not, and would not reasonably be expected to be, individually or in the aggregate, material to such Acquired Company, (iii) that have been or will be discharged or paid in full at or prior to the Closing, including any such liabilities or obligations incurred in connection with the transactions contemplated hereby to be paid at Closing, (iv) arising under or pursuant to the Company Benefit Plans, Company Contracts, Existing Employment Agreements or Licenses and not resulting from a breach by any Acquired Company of the terms thereof or violation by any Acquired Company of Applicable Laws related thereto or (v) otherwise disclosed in Schedule 2.9(a) .
(b)     Known Long-Term Liabilities . Without limiting the generality of ‎Section 2.9(a) , no Acquired Company has any Known long-term liabilities or indebtedness, including without limitation, obligations for borrowed money, obligations evidenced by loan agreements, notes, bonds or similar instruments, capital leases, amounts due to the Partners or their respective Affiliates, amounts drawn and unpaid under outstanding letters of credit, net obligations under any swap, derivative or similar transactions, obligations for the deferred purchase price, deferred compensation or other deferred payments for which any Acquired Company is liable, prepayment fees and penalties related to the payoff of any of the foregoing as of the Closing, or any guarantee (including any obligation, contingent or otherwise, having the economic effect of guaranteeing any indebtedness or other obligation payable or performable by another Person in any manner, whether directly or indirectly) by any Acquired Company of any of the foregoing (other than any such guarantee of any obligation of another Acquired Company).
(c)     Off-Balance Sheet Arrangements . No Acquired Company engages in or maintains any off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the U.S. Securities Act of 1933, as amended (the “ Securities Act ”).
Section 2.10     Absence of Certain Changes and Events . Except as expressly described in Schedule 2.10 , since the Fiscal Year End Balance Sheet Date:
(a)     there has not occurred any Material Adverse Effect, or any event, occurrence or other development that could reasonably be expected to result in a Material Adverse Effect;
(b)     each Acquired Company has conducted its business and operated its properties in the ordinary course of business consistent with past practice;
(c)     no damage, destruction, loss or casualty to any of the properties or assets (in each case, whether leased or owned) of any Acquired Company, whether or not covered by insurance, has occurred, in an amount exceeding $50,000 individually or $500,000 in the aggregate;

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(d)     no Acquired Company has acquired all or any significant portion of the assets of any other Person or entered a new line of business or commenced business operations in any jurisdiction in which such Acquired Company was not operating as of the Fiscal Year End Balance Sheet Date, or made any offer to do any of the foregoing;
(e)     except for distributions from the Acquired Company to the Partners prior to the Closing of cash and cash equivalents, there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any membership interests, partnership interests, securities or other equity interests of any Acquired Company, or any repurchase, redemption or other acquisition by any Acquired Company of any outstanding membership interests, partnership interests, securities or other equity interests of any Acquired Company;
(f)     there has not been any amendment of (i) the terms of any outstanding security of any Acquired Company or (ii) other than in the ordinary course of business consistent with past practices, any Company Benefit Plan or Existing Employment Agreement of any Acquired Company;
(g)     none of the Acquired Companies has (i) sold any assets having value in excess of $50,000, except in the ordinary course of business consistent with past practice, (ii) created, incurred or assumed any indebtedness, except in the ordinary course of business consistent with past practice, (iii) granted, created, incurred or suffered to exist any Liens (other than Permitted Liens) on any assets or properties of any Acquired Company that did not exist on the Fiscal Year End Balance Sheet Date, (iv) written-off any guaranteed checks, notes or accounts receivable, except in the ordinary course of business consistent with past practice, (v) written-down the value of any asset or investment on the books or records of any Acquired Company, except for depreciation and amortization in the ordinary course of business and consistent with past practice, or (vi) canceled any debt or waived any material claims or rights;
(h)     none of the Acquired Companies has adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy law or consented to the filing of any bankruptcy petition against it under any similar law;
(i)     no Acquired Company has paid, discharged or satisfied any claim, liability or obligation (absolute, contingent, accrued or otherwise) with a value in excess of $50,000, except in the ordinary course of business consistent with past practice;
(j)     no Acquired Company has increased any reserve for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practice);
(k)     made any change in the Acquired Company’s cash management practices and its policies, practices and procedures, including with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control,

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prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, or failed to maintain the level and quality of its Inventory;
(l)     no Acquired Company has failed to maintain its assets in the ordinary course of business consistent with past practices;
(m)     no Acquired Company has modified its pricing and purchasing policies and levels, or entered into, amended (in any material respect), renewed, terminated, or permitted to lapse any Company Contract, other than work orders, rate sheets, or change orders taken or issued in the ordinary course of business within the terms of any such Company Contract;
(n)     no Acquired Company has entered into any prepaid transactions or otherwise accelerated revenue recognition or the sales for periods prior to the Closing.
As used in this Agreement, the term “ Material Adverse Effect ” shall mean any material and adverse effect on the results of operations, cash flows, business, assets, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Acquired Companies, taken as a whole; provided , however , that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: any event, circumstance, change, occurrence or effect (collectively, the “ Events ”) arising from or relating to (i) any change in any requirement under Applicable Law or accounting standards (including GAAP) (except to the extent not actually reflected in the Financial Statements as required by GAAP); (ii) any change in interest rates or general economic conditions (including changes in the price of gas, oil or other natural resources); (iii) any change that is generally applicable to the industries in which the Acquired Companies operate; (iv) the entry into this Agreement or the announcement or consummation of the transactions contemplated by this Agreement and the Partner Ancillary Documents; (v) any action taken by the Purchasers or any of their respective Affiliates; (vi) any national or international political event or occurrence, or terrorism or any natural disaster; (vii) any failure by the Partners or the Acquired Companies to meet any projections, forecasts or estimates of revenue or earnings (it being understood that this clause (vii) shall not prevent a determination that any Event underlying such failure to meet projections, forecasts or estimates has resulted in a Material Adverse Effect to the extent the effect(s) of such Event is not otherwise excluded from this definition of Material Adverse Effect); or (viii) changes in financial, banking or securities markets and any disruption thereof and decline in the price of any security or any market index; provided that, to the extent that changes, actions or effects described in clauses (i) through (iii) , (vi) and (viii) have a disproportionate adverse effect on the Acquired Companies, taken as a whole, in relation to others in the industries in which the Acquired Companies operate, such changes, actions or effects shall be taken into account in determining whether there has been, a Material Adverse Effect.
Section 2.11     Legal Proceedings and Potential Claims .
Except as expressly described in Schedule 2.11 (which sets forth a reasonably detailed description of all Company Actions, including a description of (i) the identity of the parties and any Governmental Entities involved, (ii) the status of the Company Action, (iii) the Partners’ good faith estimate of the estimated exposure to the Acquired Companies, (iv) whether the Company Action has

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been submitted to an insurer of the Acquired Companies, and (v) any violations, fines or penalties alleged), (a) there are no actions, customer demands or allegations, complaints, suits, arbitrations, mediations, claims, audits, proceedings, assessments or reassessments of Taxes or charges, indictments or investigations, in each case of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (collectively, “ Actions ” and, individually, an “ Action ”) that are before, under the authority of or within the purview of any Governmental Entity or arbitrator of any kind pending or, to the Knowledge of the Partners, threatened against or by or involving any Acquired Company or the real or personal property (whether leased or owned) of any Acquired Company, and (b) no Acquired Company is subject to any settlement, consent decree, judgment, injunction, ruling, order or finding of any Governmental Entity or arbitrator ( clauses (a) and (b) collectively, “ Company Actions ”). To the Knowledge of the Partners, there are no facts, events, circumstances or conditions that would reasonably be expected to result in any Action against or involving any Acquired Company or any of its assets or properties. There are no proceedings listed or required to be listed on Schedule 2.11 that could have a Material Adverse Effect.
Section 2.12     Compliance with Law . Except as expressly set forth in Schedule 2.12, each Acquired Company is and, for the past three (3) years, has been in compliance in all material respects with all applicable federal, state, municipal, local and foreign laws (including the common and civil law), statutes, rules, regulations, ordinances, codes, orders, decrees, injunctions, judgments and other legislative, administrative or judicial promulgations, including those relating to zoning, Taxes, immigration, environmental matters, labor and employment, security, privacy, data production and the safety and health of employees, of all Governmental Entities or arbitration panels and contained in all publicly-available requirements, plans, notices, permits, licenses, authorizations, approvals, consents and demand letters issued, entered, promulgated or approved thereunder, in each case as amended and in effect from time to time (collectively, “ Applicable Laws ”).
Section 2.13     Company Contracts . With the exception of the Equity Interest Agreements, Real Property Leases, Personal Property Contracts, Personal Property Leases, IP Agreements, Software Agreements, Related Party Contracts, Labor Agreements, Licenses, Existing Employment Agreements, Company Benefit Plans and Surety Bonds and Agreements, Schedule 2.13 sets forth a true, correct and complete list of each of the following contracts and agreements (including a description of any oral arrangements) to which any Acquired Company is a party or by which it or any of its assets or properties is bound (such contracts and agreements, together with the Equity Interest Agreements, Real Property Leases, Personal Property Contracts, Personal Property Leases, IP Agreements, Software Agreements, Related Party Contracts, Labor Agreements, Licenses, Existing Employment Agreements, Company Benefit Plans and Surety Bonds and Agreements, collectively, the “ Company Contracts ” and each a “ Company Contract ”), including the name of each party to the Company Contract and the date thereof (if applicable):
(a)     all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, letters of credit, guarantees or other contracts relating to the borrowing of money (including a description of the encumbered asset(s) or guarantor, outstanding balance and nature of any prepayment penalties);

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(b)     all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of any assets of any Acquired Company;
(c)     all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of any Acquired Company;
(d)     all contracts and agreements with any agent, distributor, broker or representative;
(e)     all contracts and agreements under which the primary purpose is to bind any Acquired Company to confidentiality or non-disclosure obligations;
(f)     all contracts and agreements that limit or restrict the Partners, any Acquired Company or any officer or key employee of any Acquired Company from engaging or competing in any business in any jurisdiction or geographic location or from soliciting any employees, customers, independent contractors or suppliers of any Person;
(g)     all contracts and agreements the primary purpose of which is to provide for indemnification or holding harmless of any officer, director, employee, independent contractor or consultant or any other Person;
(h)     all alliance, teaming, joint bid, joint venture, joint operating or partnership contracts and agreements, other than the Organizational Documents of the Acquired Companies;
(i)     all contracts or subcontracts with a customer or client for the provision of goods or services by any Acquired Company that are reasonably likely to generate revenue in excess of $1,000,000 in any consecutive twelve (12) month period (the “ Customer Contracts ”);
(j)     all contracts and agreements with any vendor, subcontractor or independent contractor for the provision of goods or services and for which any Acquired Company has any current or ongoing commitments or obligations and which could reasonably obligate any Acquired Company to make payments in excess of $100,000 in any consecutive twelve (12)-month period, unless terminable at will by the applicable Acquired Company on sixty (60) days or less notice, without cost or penalty;
(k)     all guarantees of the performance of any Person (other than another Acquired Company) and all escrow arrangements;
(l)     any management service, consulting, financial advisory, or any other similar type of contract and all contracts with investment or commercial banks;
(m)     all contracts with any Governmental Entity;
(n)     all contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute that have any continuing effect on any Acquired Company;

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(o)     all contracts, agreements or commitments requiring any Acquired Company to make a payment as a result of the consummation of the transactions contemplated by this Agreement; and
(p)     all other material contracts, agreements and commitments to which any Acquired Company is a party or by which any of its properties or assets are bound.
Notwithstanding the provisions of ‎ Section 4.3 , the identification of a Company Contract in Schedule 2.13 pursuant to any of the foregoing clauses (a) through (p) shall be deemed an adequate disclosure with respect to all other clauses of this ‎Section 2.13 to the extent that the relevance of such Company Contract to such other clauses is reasonably apparent.

Schedule 2.13 also separately identifies each of the Company Contracts that requires the consent of or notice to another party to avoid any termination, breach, default or violation of such Company Contract in connection with any of the transactions contemplated hereby. The Partners have heretofore delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of all Company Contracts (including any amendments or modifications thereof). The Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the applicable Acquired Company and, to the Knowledge of the Partners, each other party to such Company Contracts, and will continue to be valid, binding and enforceable on identical terms immediately following the consummation of the transactions contemplated hereby, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. No Acquired Company has sent or received written notice of any default or termination under any of the Company Contracts and no termination event, condition or uncured material default on the part of any Acquired Company or, to the Knowledge of the Partners, the other parties to any of the Company Contracts exists. There is no existing material default or breach by any Acquired Company under any Company Contract (or event or condition that, with notice or lapse of time or both, would constitute a material default or breach) and, to the Knowledge of the Partners, there is no such default or breach (or event or condition that, with notice or lapse of time or both, would constitute such a default or breach) with respect to any third party to any Company Contract. There are no defenses, offsets, rights to discount or otherwise abate, claims or counterclaims by or in favor of any party to any of the Company Contracts against any other party thereto or against the obligations of such other party thereto, except to the extent any such defenses, offsets, rights to discount or otherwise abate arise pursuant to the express terms of any such Company Contract. No Acquired Company is participating in any discussions or negotiations regarding any modification of or amendment to any Company Contract or entry into any new contract that would constitute a Company Contract if entered into prior to the Closing Date, other than work orders, rate sheets, or change orders taken or issued in the ordinary course of business within the terms of any such Company Contract. No Acquired Company has received written or, to the Knowledge of the Partners, oral, notice of a party’s intent to repudiate any provision of any Company Contract. No party to any Company Contract has repudiated or, to the Knowledge of the Partners, intends to repudiate any provision thereof. There are no Actions, voluntary or otherwise, pending or, to the Knowledge of the Partners, threatened against any party to any of the Company Contracts under any bankruptcy, reorganization, moratorium or similar laws of the United States, any state thereof or any other jurisdiction. None of the rights of

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any Acquired Company in the Company Contracts has been assigned or collaterally assigned or is affected by a Lien (other than a Permitted Lien).

Section 2.14     Taxes.
(a)     Except as otherwise expressly described in Schedule 2.14 :
(i)     all Tax Returns of each Acquired Company and with respect to the assets of each Acquired Company due to have been filed in accordance with any Applicable Law have been duly and timely filed;
(ii)     all such Tax Returns are true, complete and correct in all respects, were prepared in accordance with Applicable Law, and accurately, in all material respects, reflect the income, business, assets, operations, status and other matters of such Acquired Company or assets, as relevant;
(iii)     all Taxes for which any Acquired Company may have any liability or with respect to the assets of any Acquired Company (whether or not shown on any Tax Return) that are due and payable, have been paid in full;
(iv)     the provisions for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected in the Financial Statements are sufficient to cover all liabilities for Taxes owed by the Acquired Companies for the periods covered by the Financial Statements and all prior periods;
(v)     there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of any Acquired Company or with respect to the assets of any Acquired Company were or are due to be filed;
(vi)     all deficiencies asserted as a result of any examination, audits, assessments or reassessments of any Tax Returns of the Acquired Companies or with respect to the assets of any Acquired Company have been paid in full or finally settled, and no issue has been raised in any such examination or audit which, by application of the same or similar principles, reasonably could be expected to result in a valid or enforceable deficiency or assessment for any other period not so examined;
(vii)     no claims have been asserted and no proposals, deficiencies or assessments for any Taxes are being asserted or, to the Knowledge of the Partners, proposed or threatened against any Acquired Company or with respect to the assets of any Acquired Company, and no audit, investigation, assessment or reassessment of any Tax Return of any Acquired Company or with respect to the assets of any Acquired Company is currently underway, pending or, to the Knowledge of the Partners, threatened;
(viii)     (A) no Acquired Company has any current or historic non-U.S. Tax registration requirements in any non-U.S. jurisdiction and there is no requirement that any Acquired Company remit any Taxes to any overseas or foreign authority, and (B) no claim

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has ever been made by an authority in a jurisdiction in which any Acquired Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction;
(ix)     each Acquired Company has complied with all Applicable Laws relating to the withholding of Taxes and has withheld and paid on a timely basis all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party;
(x)     there are no outstanding or requested waivers of any statutes of limitations or agreements by or on behalf of any Acquired Company or with respect to any assets of any Acquired Company for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any Acquired Company or any other matter pending between any Acquired Company, on the one hand, and any Tax Authority, on the other hand;
(xi)     there are no Liens for Taxes (other than Permitted Liens) on any of the Acquired Interests, or any of the assets of any Acquired Company;
(xii)     none of the Partners nor the Acquired Companies is a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”);
(xiii)     no Acquired Company is a party to any Tax allocation, sharing or indemnity agreement or any similar agreement in favor of any Person with respect to Taxes;
(xiv)     (A) each of the Companies has been since its inception treated and properly classified for U.S. federal income Tax purposes (and all applicable other Tax purposes) as a partnership, (B) each other Acquired Company has been since its inception treated and properly classified for U.S. federal income tax purposes (and all applicable other Tax purposes) as an entity disregarded as separate from its owner, and (C) no Acquired Company has made any filing or election, including the filing of IRS Form 8832, to be treated as an association or corporation for any Tax purpose;
(xv)     None of the assets of the Acquired Companies is held in an arrangement that could be classified as a partnership for Tax purposes (other than the classification of a Company as a partnership);
(xvi)     None of the assets of any Acquired Company is (A) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (B) “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, (C) subject to Section 168(g)(1)(A) of the Code, or (D) subject to any corresponding or similar provisions of any state, local or foreign Applicable Law;

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(xvii)     no Acquired Company has any liability for the Taxes of any other Person (other than another Acquired Company) under any consolidated, combined or unitary group Applicable Laws, as a transferee or successor, by contract, or otherwise;
(xviii)     no Governmental Entity responsible for the imposition, assessment or reassessment of any Taxes (a “ Tax Authority ”) has proposed, in writing, any adjustment, assessment or reassessment, or change in accounting method of any Acquired Company, and no Acquired Company has an application pending with any Tax Authority requesting permission for any change in accounting method;
(xix)     each Acquired Company has charged, collected and remitted on a timely basis all Taxes as required under Applicable Laws on any service, sale, supply or delivery made by it and, for greater certainty, has timely collected and remitted all Taxes that are required to be collected and remitted by it;
(xx)     no Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of any state, local or foreign law) executed on or prior to the Closing Date; (C) intercompany transaction or any excess loss account described in U.S. Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of any state, local or foreign law) entered into or created on or prior to the Closing Date; (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) cash method of accounting or long-term contract method of accounting utilized prior to the Closing Date; (F) prepaid amount received on or prior to the Closing Date; (G) election made pursuant to Section 108(i) of the Code (or any corresponding or similar provision of any state, local or foreign law) on or prior to the Closing Date; or (H) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date, in each case, of an Acquired Company or made by an Acquired Company;
(xxi)     no Acquired Company has entered into any transaction that constitutes a “reportable transaction” as defined in Section 6707A(c)(1) of the Code and U.S. Treasury Regulation Section 1.6011-4(b) or any transaction subject to any corresponding or similar provisions of any state, local, or foreign Applicable Law;
(xxii)     there is no material property or obligation of any Acquired Company, including uncashed checks to vendors, customers, or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws;
(xxiii)     no Acquired Company or asset of any Acquired Company is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Tax Authority with respect to any Taxes,

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nor is there any pending request for such a ruling, memorandum, or agreement; and
(xxiv)     all of the Assets have been properly listed and described on the property tax rolls for each jurisdiction in which the Assets are located and no portion of the Assets constitutes omitted property for property Tax purposes.
(b)     Except as expressly described in Schedule 2.14 , the Partners have delivered to the Purchaser or Quanta true and complete copies of all income, franchise, sales and use, payroll and property Tax Returns filed by each Acquired Company within the past three (3) years, and copies of any elections or amendments thereto, along with all notices of assessments and reassessments and substantive correspondence with the Tax Authorities (together with any agent’s reports and any accountants’ work papers).
(c)     Taxes ” means (a) all taxes, installments, assessments, charges, duties, fees, levies or other governmental charges, including income, franchise, margin, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, land transfer, employer, health, goods and services, harmonized sales, social contribution, employment insurance premium, unemployment compensation, disability, transfer, sales, use, service, license, excise, gross receipts, value-added (ad valorem), add-on or alternative minimum, environmental, severance, stamp, occupation, premium, unclaimed property, escheat and all other taxes of any kind for which a Person may have any liability imposed by any Governmental Entity, whether disputed or not, and any charges, fines, interest or penalties imposed by any Governmental Entity or any additional amounts attributable or imposed with respect to such amounts, (b) any liability for payment of amounts described in clause (a) as a result of transferee liability (which transferee status existed before the Closing) or of having been a member of an affiliated, consolidated, combined, unitary or similar group for any period prior to Closing and (c) any liability for payment of amounts described in clause (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement, the principal purpose of which is the indemnification or allocation of Taxes. “ Tax Return ” means any report, return, information return, statement, form, election, slip, declaration or other information, including any attachments, supplied or required to be supplied to a Governmental Entity in connection with Taxes, including any estimated or amended returns and reports of any kind, with respect to Taxes.
Section 2.15     Directors, Officers and Employees .
(a)     Schedule 2.15(a)(1) contains a true and complete list of the managers (if any), directors (if any), general partners, officers and employees (whether full-time, part-time or otherwise) of each Acquired Company as of the date of this Agreement (the “ Existing Service Relationships ”), specifying in each case their name, job title, date of hire, work location, annual salary and/or hourly rate and nature of employment (i.e., full-time or part-time), as well as a true and complete list of all employees on leave. Except for any policy and/or document that describes the terms and/or conditions of employment that are generally applicable to all officers or employees of the applicable Acquired Company and that has been provided or made available to the Purchasers or Quanta, or as expressly described in Schedule 2.15 , no Acquired Company is a party to or bound by any employment contract,

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individual deferred compensation agreement, arrangement or election, supplemental retirement agreement, termination or severance agreement, change of control, sale bonus or retention agreement, any other legally binding written term sheet, letter or other document describing the terms and/or conditions of employment (including the termination of employment) of any current or, solely to the extent obligations remain with respect to such agreement, former officer or employee, or any other agreement respecting the terms and conditions of employment for any Existing Service Relationship (collectively, including any amendments thereto, the “ Existing Employment Agreements ”). The Partners have delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of each Existing Employment Agreement. Except as expressly described in Schedule 2.15 , no Acquired Company is obligated pursuant to any verbal or written commitment to increase the total compensation (including, but not limited to, base salary, bonus, commission, opportunities, incentive compensation or profit-sharing) or potential severance for any Existing Service Relationship or any former officer or employee, as applicable, prior to the Closing Date or as a result of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.15(a)(2) , during the preceding three (3) years, (A) no Acquired Company has improperly classified as an independent contractor any Person who should be characterized as an employee of any Acquired Company under Applicable Laws, including for purposes of taxation, workers’ compensation, unemployment insurance or Company Benefit Plans eligibility, and (B) no Person or Governmental Entity has filed a claim against an Acquired Company with a court, administrative agency or arbitration tribunal alleging employment misclassification that remains unresolved. No payments are currently due and payable to any Person with respect to his or her employment with any Acquired Company including, but not limited to, payments for, as applicable, any wages, salaries, overtime pay, commissions, bonuses, vacation pay, sick pay, severance and termination pay, benefits or other compensation for any services or otherwise pursuant to any policy, practice, Company Contract, plan, program, legally binding arrangement, Applicable Law, order of a Governmental Entity or License, which have not been paid by such Acquired Company. No present or former independent contractor or subcontractor has filed any claim against any Acquired Company on account of or for payments or benefits due for any period on or before the Closing Date, which have not been paid.
(b)     Except as expressly described in Schedule 2.15 , the Partners have not, and, no manager, director, general partner or officer of any Acquired Company has made any verbal commitment to any other manager, director, officer, employee or independent contractor or consultant of any Acquired Company with respect to compensation, promotion, retention, change of control payments, termination, severance or similar matters in connection with the transactions contemplated by this Agreement.
(c)     To the Knowledge of the Partners, no employee of an Acquired Company (i) has any plans to terminate employment or (ii) is party to or bound by any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person (besides an Acquired Company) that would materially restrict the performance of such employee’s employment duties, or the ability of the Acquired Companies to conduct their business.
Section 2.16     Company Benefit Plans .

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(a)     Definitions . The term “ Company Benefit Plan ” means each Employee Benefit Plan that is sponsored, maintained or contributed to by any Acquired Company or any of its ERISA Affiliates, or with respect to which any Acquired Company or any of its ERISA Affiliates has any direct or indirect obligation to make contributions or payments or with respect to which any Acquired Company or any of its ERISA Affiliates has, or within the last six (6) years had, or could incur, any liability. Schedule 2.16 identifies each Company Benefit Plan. Each Company Benefit Plan identified on Schedule 2.16 that is or was a Multiemployer Plan is referred to herein as a “ Company Multiemployer Plan ” and each other Company Benefit Plan identified on Schedule 2.16 is referred to herein as a “ Company Other Plan .” The term “ Employee Benefit Plan ” means each (i) “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (ii) plan that would be an employee benefit plan described in clause (i) of this sentence if it were subject to ERISA, such as foreign plans and plans for directors, (iii) equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity, or other equity-based compensation plan or arrangement, (iv) profit participation, bonus or incentive award plan or arrangement, deferred compensation agreement or arrangement (including any salary deferrals), executive compensation or supplemental income arrangement, personnel policy, vacation or paid time off policy, severance pay plan, policy or agreement, consulting agreement, or employment agreement, including Existing Employment Agreements, and (v) other employee benefit plan, agreement, arrangement, program, practice or understanding providing for employee benefits or for the remuneration, direct or indirect, of employees, former employees, managers, directors, officers, consultants, independent contractors, contingent workers or leased employees or the dependents of any of them (whether written or oral). The term “ ERISA Affiliate ” means, with respect to any entity, trade or business, any other entity, trade or business that is treated pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA as a single employer with the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA, without regard to whether or not each such entity, trade or business is subject to the Code or ERISA.
(b)     Plans and Material Documents . The Partners have delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of each of the Company Other Plans, and related trusts, if applicable, including, with respect to each, all amendments thereto. The Partners have also delivered or otherwise made available to the Purchasers or Quanta, with respect to each Company Other Plan and to the extent applicable: (i) the three (3) most recent annual or other reports filed with each Governmental Entity with respect to each such plan, including all applicable schedules and audited financial statements attached thereto, (ii) each insurance contract and other funding agreement, and all amendments thereto, (iii) the most recent summary plan description and any summaries of material modifications thereto, as well as the most recent notices to participants and beneficiaries required by Applicable Laws, (iv) the most recent audited financial statements or accounts and actuarial report or valuation required to be prepared under Applicable Laws, (v) the most recent determination letter or opinion letter issued by the U.S. Internal Revenue Service (the “ IRS ”), (vi) a written description of any Company Other Plan that is not set forth in writing, and (vii) all other documents that are material to the Company Other Plan.

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(c)     Absence of Certain Plans and Policies . No Acquired Company nor any of its ERISA Affiliates sponsor, maintain, contribute to or have any obligation to contribute to, or within the last six (6) years sponsored, maintained, contributed to or had any obligation to contribute to, and no Company Benefit Plan is, (i) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (ii) a Company Multiemployer Plan. No Acquired Company nor any of its ERISA Affiliates are a party to any split dollar life insurance policy or arrangement.
(d)     Performance of Obligations; Absence of Liabilities . Each Acquired Company and each of its ERISA Affiliates have timely performed in all material respects all obligations, whether arising by operation of any Applicable Laws or by contract, required to be performed by each of them in connection with the Company Benefit Plans, and there have been no defaults or violations by any other party to the Company Other Plans. All contributions required to be made by any Acquired Company and any of its ERISA Affiliates to the Company Benefit Plans pursuant to their terms and provisions or pursuant to Applicable Laws have been made timely. No Acquired Company nor any of its ERISA Affiliates have incurred, and no facts exist that could reasonably be expected to result in, any liability (direct or indirect by virtue of indemnification or otherwise) with respect to any Company Benefit Plan, including any liability, Tax, penalty or fee under ERISA, the Code or any Applicable Laws (other than to pay premiums, contributions or benefits in the ordinary course). There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject any Acquired Company to any liability. No Acquired Company has incurred any liability for any penalty or Tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists that could reasonably be expected to give rise to any such liability. No Acquired Company has incurred any liability under, arising out of or by operation of Title IV of ERISA and no Company Benefit Plan is subject to Title IV of ERISA. None of the assets of the Acquired Companies is the subject of any lien arising under Section 302(f) of ERISA or Section 430(k) of the Code; no Acquired Company has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.
(e)     Compliance with Applicable Laws, Etc . Except as otherwise expressly described in Schedule 2.16 :
(i)     each Company Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Applicable Laws and its governing documents, and all Company Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such section and the regulations and rulings thereunder, and no service provider is entitled to a tax gross-up or similar payment for any Tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by any Acquired Company or any of its ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith;

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(ii)     all reports and disclosures relating to the Company Benefit Plans required to be filed with or furnished to Governmental Entities, Company Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Applicable Laws in a timely manner;
(iii)     each of the Company Benefit Plans intended to be qualified under Section 401(a) of the Code (A) satisfies in all material respects the requirements of such section, (B) is maintained in all material respects pursuant to a prototype or volume submitter document approved by the IRS, or has received a favorable determination letter from the IRS regarding such qualified status, (C) has been timely amended in all material respects as required by Applicable Laws, and (D) has not been amended or operated in a way which could adversely affect such qualified status or its reliance on the IRS determination letter or opinion letter, as applicable;
(iv)     there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the Partners, threatened against, or with respect to, any of the Company Benefit Plans or their assets;
(v)     as to any Company Other Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Other Plan within the meaning of Section 411(d)(3) of the Code;
(vi)     no act, omission or transaction has occurred which would result in imposition on any Acquired Company or any of its ERISA Affiliates of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code;
(vii)     there is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity;
(viii)     except as otherwise provided in this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require any Acquired Company or any of its ERISA Affiliates to make a larger contribution to, or pay greater amounts or benefits under, any Company Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights, service credits or other benefits or payments under any Company Benefit Plan;
(ix)     no Company Benefit Plan is a multiple employer plan within the meaning of Section 413(c) of the Code;
(x)     all obligations of any Acquired Company under the Health Insurance Portability and Accountability Act of 1996, including portability, privacy, and security

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obligations, with respect to any Company Benefit Plan that is a group health plan have been timely performed; and
(xi)     each Acquired Company is in material compliance with the applicable requirements of the Patient Protection and Affordable Care Act and no Acquired Company has incurred any penalty, Tax or assessment under Chapter 43 of the Code and nothing has occurred that could reasonably be expected to subject any Acquired Company to any such penalty, Tax or assessment.
(f)     Sections 280G and 4999; Section 409A . Except as otherwise expressly described in Schedule 2.16 , in connection with the consummation of the transactions contemplated by this Agreement, no payments of money or property, acceleration of benefits, or provisions of other rights have or will be made hereunder, under the Company Benefit Plans or under any other agreement which, in the aggregate and with respect to any Acquired Company or any of its ERISA Affiliates and their respective employees and other service providers, could reasonably be expected to result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. Schedule 2.16 lists each Employee Benefit Plan to which any Acquired Company is a party that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code.
(g)     Ability to Amend or Terminate . Each Company Other Plan which is an “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, may be unilaterally amended or terminated in its entirety, in accordance with the terms thereof, without liability except as to benefits accrued thereunder prior to such amendment or termination.
(h)     Absence of Insurance Benefits . Except to the extent required pursuant to Section 4980B(f) of the Code and the corresponding provisions of ERISA, no Company Other Plan provides retiree medical or retiree life insurance benefits to any Person, and no Acquired Company nor any of its ERISA Affiliates are contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment.
(i)     COBRA . Schedule 2.16 lists all individuals who are covered, or currently entitled to elect coverage, under any Company Benefit Plan under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) continuation of coverage (or similar state law continuation).
(j)     Plan Funding . Except as otherwise expressly described in Schedule 2.16 , no Company Other Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code, and each Company Other Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance policy or contract issued by an insurance company that is not in receivership, conservatorship, liquidation or similar proceedings (and, to the Knowledge of the Partners, no such proceedings are imminent) and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded. With respect to each Company Benefit Plan that is funded mostly or partially through an insurance policy, no Acquired Company nor any of its ERISA Affiliates have any liability in the nature of

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retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or prior to the Closing Date.
(k)     Vacation Carryover . Except as expressly described in Schedule 2.16 , no Company Other Plan providing vacation or paid time off provides for carryover of vacation or paid time off from one calendar year to the next.
Section 2.17     Labor Relations . Schedule 2.17 sets forth a list of all collective bargaining agreements, pre-hire agreements and other contracts, arrangements, agreements and understandings with any trade union, labor organization or representative of employees that represents or seeks to represent any employee of any Acquired Company (the “ Labor Agreements ”). Except as expressly described in Schedule 2.17 :
(a)     none of the employees of the Acquired Companies have been or are currently, represented by a labor organization or group which was either voluntarily recognized or certified by any labor relations board, including the United States National Labor Relations Board (“ NLRB ”), or voluntarily recognized or certified by any other Governmental Entity;
(b)     no representation election petition or application for certification has been filed with respect to the employees of any Acquired Company or is pending with the NLRB or any other Governmental Entity, and no union organizing campaign or other attempt to organize or establish a labor union, employee organization or labor organization or group (collectively, “ Union Organizing Activities ”) involving employees of any Acquired Company has occurred nor are any such Union Organizing Activities currently in progress or, to the Knowledge of the Partners, threatened with respect to the employees of any Acquired Company that could adversely affect the business or lead to an interruption of the operations of any Acquired Company;
(c)     during the preceding three (3) years, no Acquired Company has engaged in any unfair labor practice and there are no labor board proceedings currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company or any trade union, labor union, employee organization or labor organization representing the employees of any Acquired Company;
(d)     no grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed against any Acquired Company during the preceding three (3) years nor is any such grievance, demand or proceeding currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company;
(e)     no labor dispute, walk out, strike, slowdown, hand billing, picketing or work stoppage (sympathetic or otherwise) involving the employees of any Acquired Company has occurred during the preceding three (3) years nor is any of the foregoing currently in progress or, to the Knowledge of the Partners, threatened involving the employees of any Acquired Company;
(f)     no breach of contract and/or denial of fair representation claim has been commenced or been ongoing during the preceding three (3) years against any Acquired Company and/or any trade union, labor union, employee organization or labor organization representing the employees of any Acquired Company, nor is any such claim currently pending or, to the Knowledge

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of the Partners, threatened against any Acquired Company and/or any trade union, labor union, employee organization or labor organization representing the employees of any Acquired Company;
(g)     no claim, complaint, charge or investigation for unpaid wages, bonuses, commissions, employment withholding taxes, penalties, vacation pay, overtime pay or other compensation, benefits, child labor or record keeping violations has been commenced or been ongoing during the preceding three (3) years against any Acquired Company under the FLSA, Davis-Bacon Act, Walsh-Healey Act, or Service Contract Act or any other Applicable Law, nor is any of the foregoing currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company;
(h)     no discrimination and/or retaliation claim, complaint, charge or investigation has been commenced or been ongoing during the preceding three (3) years against any Acquired Company under the 1866 or 1964 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act (“ ADEA ”), the Americans with Disabilities Act (“ ADA ”), the Family and Medical Leave Act (“ FMLA ”), the Fair Labor Standards Act (“ FLSA ”), ERISA or any other federal law or comparable state fair employment practices act or foreign law, nor is any of the foregoing currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company;
(i)     if any Acquired Company is a federal or state contractor obligated to develop and maintain an affirmative action plan, then no discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding has been filed, is pending or, to the Knowledge of the Partners, has been against any Acquired Company with the Office of Federal Contract Compliance Programs or any other federal agency or any comparable state or foreign agency or court and no related desk audit or on-site review is in progress with respect to such Acquired Company;
(j)     no citation has been issued to any Acquired Company by the Occupational Safety and Health Administration (“ OSHA ”) during the preceding three (3) years, and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving any Acquired Company has been commenced or been ongoing during the preceding three (3) years against any Acquired Company by OSHA or under any other Applicable Law relating to occupational safety and health, nor is any such notice, claim, complaint, charge, investigation or administrative enforcement proceeding currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company by OSHA or under any other Applicable Law relating to occupational safety and health;
(k)     no workers’ compensation or retaliation claim, complaint, charge or investigation has been commenced or been ongoing during the preceding three (3) years against any Acquired Company, nor is any of the foregoing currently pending or, to the Knowledge of the Partners, threatened, against any Acquired Company;
(l)     no Person currently employed by an Acquired Company is ineligible to work in the United States under Applicable Laws, and each Acquired Company has, during the preceding five (5) years, complied with its obligations under the Immigration Reform and Control Act of 1986, as amended (the “ IRCA ”). For each employee of each Acquired Company who was first hired during

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the preceding five (5) years, and for whom compliance is required, each such Acquired Company has obtained and retained a complete and true copy of each such employee’s Form I-9 (Employment Eligibility Verification Form). During the preceding five (5) years, no Acquired Company has been cited, fined, served with a notice of intent to fine or with a cease and desist order, nor has any action, audit, investigation or administrative proceeding been initiated or, to the Knowledge of the Partners, threatened against any Acquired Company by reason of any actual or alleged failure to comply with the IRCA or any other Applicable Law relating to immigration;
(m)     during the six-month period prior to the Closing Date, no Acquired Company has taken any action that would constitute a “mass layoff”, “mass termination” or “plant closing” within the meaning of the United States Worker Adjustment and Retraining Notification Act (“ WARN ”) or otherwise trigger notice requirements or liability under any Applicable Law relating to plant closings or collective dismissals and no employee of an Acquired Company (current or former) has suffered an “employment loss” (as defined in WARN);
(n)     no wrongful discharge, retaliation, libel, slander or other claim, complaint, charge or investigation that arises out of the employment relationship between any Acquired Company and its employees has been filed or been ongoing during the preceding three (3) years against any Acquired Company under any Applicable Law, nor is any such claim, complaint or investigation currently pending or, to the Knowledge of the Partners, threatened against any Acquired Company under any Applicable Law;
(o)     during the preceding three (3) years, each Acquired Company has complied with, maintained and currently maintains adequate insurance as required by Applicable Laws with respect to workers’ compensation claims and unemployment benefits claims;
(p)     during the preceding three (3) years, each Acquired Company has paid or made provision for payment of all salaries, wages, overtime pay and vacation pay accrued by such Acquired Company’s respective employees through the Closing Date, and, is currently in compliance in all material respects with all Applicable Laws and all contracts or collective bargaining agreements governing or concerning labor relations, union and collective bargaining, conditions of employment, employment standards, pay equity, employment discrimination and harassment, wages, hours of work or occupations safety and health, including ERISA, IRCA, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, ADEA, ADA, FMLA, WARN, OSHA, the Davis-Bacon Act, the Walsh-Healy Act, the Service Contract Act, Executive Order 11246, FLSA and the Rehabilitation Act of 1973 and all regulations under such acts and all comparable state and local laws and regulations (collectively, the “ Labor Laws ”);
(q)     the Partners have delivered to the Purchasers or Quanta true and complete copies of all permits currently issued under applicable Labor Laws and such permits, if any, are listed on Schedule 2.17 , and, the Acquired Companies are currently operating, and during the preceding three (3) years have operated, their business in compliance with such permits, if applicable;

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(r)     no Acquired Company has, during the preceding three (3) years, unlawfully denied any employee’s request for a leave of absence under the FMLA and no current employee of an Acquired Company (i) will be on leave under the FMLA at the Closing Date or (ii) has requested leave under the FMLA to begin after the Closing Date;
(s)     each Acquired Company has paid or accrued all current assessments and no Acquired Company is currently subject to any provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment (collectively, “ Assessments ”) under workers’ compensation legislation, and no Acquired Company has been subject to any special or penalty assessment under such legislation that has not been paid through the Closing Date; and
(t)     each Acquired Company’s accident cost experience relating to its business is such that there are no pending or, to the Knowledge of the Partners, possible assessments and there are no workers’ compensation claims pending, or to the Knowledge of the Partners, threatened claims that might adversely affect such Acquired Company’s accident cost experience.
Section 2.18     Insurance Policies . Schedule 2.18 contains a complete and correct list of all current insurance policies carried by or for the benefit of any Acquired Company, specifying the insurer, policy period at the time of issuance, type of policy, the amount and nature of coverage and policy limits, the annual premiums for such coverage, and the date through which coverage will continue by virtue of premiums already paid. Schedule 2.18 sets forth a complete and accurate list of all claims or losses with a valuation of such claims and losses, provided by each applicable insurance company showing all workers’ compensation, property, marine, inland marine, fidelity, aviation, liability, auto or other insurance claims relating to any event or occurrence that took place or was discovered at any time during the past five (5) policy years and, to the Knowledge of the Partners, no other claims or losses exist. Each Acquired Company has maintained all insurance required to be maintained pursuant to the Company Contracts. Except with respect to claims and losses that are not reasonably expected to exceed the deductible applicable to such claim or loss, to the Knowledge of the Partners, each Acquired Company has within the past five (5) policy years properly filed under the appropriate insurance policy all claims and losses for which such policies provided coverage. All of the insurance policies identified on Schedule 2.18 (a) are valid, outstanding, in full force and effect and enforceable in accordance with their terms, (b) taken together, provide adequate insurance coverage for the assets and operations of all of the Acquired Companies, (c) have not been subject to any lapse in coverage and (d) are sufficient for compliance with all Applicable Laws. All premiums due on the insurance policies identified on Schedule 2.18 have been paid in accordance with the payment terms of each such insurance policy. No Acquired Company has received any written notice of any reservation of rights or coverage denial from any insurer or cancellation or, to the Knowledge of the Partners, any threatened cancellation of any insurance policy, and each Acquired Company is a named insured or loss payee, as applicable, under each insurance policy. No Acquired Company is in material default under, and has not otherwise failed to materially comply with, any provision contained in any such insurance policy. The insurance policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Acquired Companies’ business. Except as expressly described in Schedule 2.18 , each Acquired Company has delivered or otherwise made available to the Purchasers or Quanta true and complete copies of all of such Acquired

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Company’s insurance policies for each of the last five (5) policy years, whether or not such policy is in effect.
Section 2.19     Environmental, Health and Safety Matters . Except as disclosed in Schedule 2.19 :
(a)     Each Acquired Company is and, during the preceding five (5) years, has been in compliance in all material respects with all Environmental, Health and Safety Requirements. No Acquired Company has received, during the preceding five (5) years, any order or notice from any Governmental Entity alleging to any actual, threatened or alleged violation or failure to comply with any Environmental, Health and Safety Requirement with respect to any Leased Real Property or other real property (whether formerly or presently leased, owned, or otherwise used or operated) or asset in which any Acquired Company has or had an interest that remains unresolved. Without limiting the generality of the foregoing, each Acquired Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations that are required under any applicable Environmental, Health and Safety Requirements, and all such permits, licenses and governmental authorizations are in full force and effect.
(b)     No Acquired Company has received, during the preceding five (5) years, notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“ CERCLA ”), the Federal Oil Pollution Act of 1990 (“ OPA90 ”) or any similar Applicable Law from any Governmental Entity or any third party claimant that remains unresolved. To the Knowledge of the Partners, there are no facts, events, circumstances or conditions that could reasonably be expected to (i) form the basis for the assertion of any claim against any Acquired Company under any Environmental, Health and Safety Requirements, including OPA90, CERCLA or any similar Applicable Law with respect to any on site or off site location.
(c)     No Acquired Company has entered into or agreed to enter into, and no Acquired Company anticipates entering into, any consent decree or order, which remains unresolved, and no Acquired Company is subject to any unresolved judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental, Health and Safety Requirements. No Acquired Company has, either expressly or by operation of law, assumed or undertaken any material liability, including any material obligation for corrective or remedial action, of any other Person relating to Environmental, Health and Safety Requirements.
(d)     No Acquired Company, during the preceding five (5) years, has been alleged by a Governmental Entity or third party claimant to be in violation of, and during the preceding five (5) years, has not been subject to any administrative or judicial enforcement proceeding pursuant to, applicable Environmental, Health and Safety Requirements.
(e)     There are no Actions pending or, to the Knowledge of the Partners, threatened against any Acquired Company pursuant to or based upon any provision of any Environmental, Health and Safety Requirements, or the Release of any Hazardous Materials at, on, under, or from any plant, facility, site, yard, area or property currently or previously owned, leased or otherwise used by any

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Acquired Company or, to the Knowledge of the Partners, by any other Person (the term “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the Environment, and the term “ Environment ” includes the air (including ambient air and all layers of the atmosphere), land (including soil, surface or subsurface strata or medium, sediments, fill or lands submerged under water, water (including oceans, lakes, rivers, streams, drinking water supply, groundwater and surface water), and all other environmental media.
(f)     The Partners have delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of all material environmental audit reports or environmental site assessments and prepared within the preceding five (5) year period regarding each Acquired Company and any properties formerly or currently leased, owned or otherwise used or operated by any Acquired Company in the possession, custody or control of any of the Partners or any Acquired Company.
(g)     There has been no Release of Hazardous Materials by any Acquired Company, any Partner or Related Party or, to the Knowledge of the Partners, any other Person, at, on, under or from any presently or formerly leased or owned real properties of any Acquired Company for which any material investigatory, remedial, monitoring, or restoration or remediation activities would be required of an Acquired Company under any Environmental, Health and Safety Requirements, and none of (A) the Leased Real Properties leased under a lease which is an Existing Related Party Lease, or (B) to the Knowledge of the Partners, the Leased Real Property leased under a lease which is not an Existing Related Party Lease, any improvements thereon or any equipment of any Acquired Company contains any asbestos, polychlorinated biphenyls (PCBs), underground storage tanks, pits or sumps on or under any such Leased Real Property, improvements or equipment for which any investigatory, remedial, monitoring or restoration activities would be required. To the Knowledge of the Partners, no Hazardous Materials are migrating to or from any Acquired Company’s real property, facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed).
(h)     No Acquired Company has retained or assumed, by contract or operation of Applicable Law, any liabilities or obligations of third parties (as opposed to liabilities or obligations resulting from the acts or omissions of such Acquired Company) under any Environmental, Health and Safety Requirements of an Acquired Company.
(i)     No Acquired Company has experienced a fatality in connection with its operations during the past five (5) years.
As used in this Agreement, the term “ Environmental, Health and Safety Requirements ” means all applicable federal, state, municipal and local laws, statutes, regulations, ordinances, by-laws, codes, standards, directives and policies (including those in foreign jurisdictions) having the force or effect of law, all judicial and administrative orders and determinations, all binding agreements with any Governmental Entity and all common law concerning public health and safety, working health and safety, and concerning pollution (or cleanup thereof), the protection or preservation of natural resources, protected, endangered, threatened or at-risk species or species of special concern or the Environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, warning,

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discharge, release, threatened release, control, or cleanup of any Hazardous Materials, each as amended, including the following (including their implementing regulations and any state analogs): OPA90; CERCLA; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. (as related to Hazardous Materials); and the related principles of common law and equity.
As used in this Agreement, the term “ Hazardous Materials ” means any material, substance, pollutant or waste as it is defined, listed or designated as a hazardous substance, hazardous waste, petroleum or petroleum-derived substance or waste, PCBs, asbestos, radioactive substance or any constituent or combination of any such substance or waste, the storage, manufacture, generation, treatment, transportation, release, remediation, use, handling or disposal of which by any Acquired Company is governed by any applicable Environmental, Health and Safety Requirement.
This Section 2.19 constitutes the sole and exclusive representations and warranties of the Partners with respect to Environmental, Health and Safety Requirements, Hazardous Materials, and any other environmental, health or safety matter.
Section 2.20     Intellectual Property; Software .
(a)     Intellectual Property . Schedule 2.20 sets forth a true, correct and complete list of all registered and unregistered copyrights, trade names, trade secrets, trademarks, service marks (including logos), patents (or application therefor), know-how or other intellectual property or proprietary property rights that are material to the business of any Acquired Company or as to which any Acquired Company claims an ownership interest or as to which any Acquired Company is a licensee or licensor (the “ Intellectual Property ”), the jurisdictions where each Intellectual Property is registered (if any) and all licensing, franchising or other agreements, contracts or instruments relating to such Intellectual Property or under which any Person is obligated to pay or has the right to receive a royalty, license fee or similar payment (“ IP Agreements ”). Each applicable Acquired Company has good, marketable and transferable title to or possesses adequate licenses, assignments or other valid rights to use such Intellectual Property, free and clear of all Liens, except Permitted Liens, and has paid all maintenance fees, renewals or expenses related to such Intellectual Property. The Intellectual Property is subsisting and is not invalid or unenforceable, in whole or in part. To the Knowledge of the Partners, neither the use of such Intellectual Property nor the conduct of the business of the Acquired Companies in accordance with its past practices misappropriates or infringes upon any patent or copyright of any third party or trade name, trade secret, trademark, service mark or other intellectual property right of any third party. No Acquired Company has received written or, to the Knowledge of the Partners, oral notice of any claim against any Acquired Company alleging that any Acquired Company has violated, infringed, or otherwise improperly used any intellectual property

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rights. There are no pending claims, judgments or settlements to be paid by any Acquired Company with respect to any of the Intellectual Property, and there are no pending claims or litigation relating to any of the Intellectual Property. The Intellectual Property constitutes all the intellectual property that is reasonably necessary in the conduct of its business as currently conducted by the Acquired Companies, and after the Closing, each Acquired Company will be able to conduct its business as currently conducted using the Intellectual Property in the same manner as it did prior to the Closing.
(b)     Software . Schedule 2.20 sets forth a true and complete list of: (i) all software owned by each Acquired Company that is material to the business of such Acquired Company (the “ Company Proprietary Software ”) and (ii) all software (other than Company Proprietary Software) licensed by each Acquired Company that is material to the business of such Acquired Company (the “ Company Licensed Software ” and, together with the Company Proprietary Software, the “ Company Software ”) and all licensing, franchising, purchase, development or other agreements, contracts or instruments relating to such Company Software or under which any Person is obligated to pay or has the right to receive a royalty, license fee or similar payment with respect to any Company Software (“ Software Agreements ”). Each Acquired Company has all right, title and interest in and to all intellectual property rights in its Company Proprietary Software. Each Acquired Company has developed the Company Proprietary Software through its own efforts and for its own account, and the Company Proprietary Software is free and clear of all Liens, other than Permitted Liens. No Acquired Company has received written or, to the Knowledge of the Partners, oral notice from any third party claiming any right, title or interest in the Company Proprietary Software. The use of the Company Proprietary Software by the Acquired Companies in their business as currently operated does not breach any terms of any Software Agreement. No Acquired Company has received written or, to the Knowledge of the Partners, oral notice alleging infringement by the Company Proprietary Software upon any patent, copyright or trade secret or any other intellectual property right of any third party. Each Acquired Company is in compliance with the terms and conditions of all Software Agreements and other agreements to which it is a party relating to the Company Licensed Software. No Acquired Company has granted rights in Company Software to any third party. The Company Software owned or licensed by the Acquired Companies constitutes all the software that is reasonably necessary in the conduct of their respective businesses as currently conducted by the Acquired Companies and, after the Closing, the Acquired Companies will be able to conduct their respective businesses as currently conducted using the Company Software in the same manner as they did prior to the Closing.
(c)     Domain Names . Schedule 2.20 sets forth a true and complete list of all domain names and internet addresses owned or used by each Acquired Company (the “ Company Domain Names ”). Each Acquired Company has all right, title and interest in and to all intellectual property rights in its Company Domain Names. Each of the Company Domain Names is registered in the name of the applicable Acquired Company and is free and clear of all Liens, other than Permitted Liens. No Acquired Company has received written or, to the Knowledge of the Partners, oral notice from any third party claiming any right, title or interest in any Company Domain Name. Each Acquired Company is in compliance with the terms and conditions of all registration and other agreements to which it is a party relating to the Company Domain Names.

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Section 2.21     Transactions with Affiliates .
(a)     Schedule 2.21 sets forth each contract, agreement, loan, arrangement or understanding (including the name, date, identity of parties and description of such contract, agreement, loan, arrangement or understanding) of any Related Party with, or relating to, an Acquired Company or any of the properties or assets of an Acquired Company other than a Company Benefit Plan or an Existing Employment Agreement (“ Related Party Contracts ”). Except as expressly described in Schedule 2.21 , no Related Party has any interest in any of the Leased Real Property, the Personal Property or any other property (real, personal or mixed), tangible or intangible, used or currently intended to be used by any Acquired Company (including any Assets).
(b)     For purposes of this Agreement, (i) “ Related Party ” means each Partner and each director, manager, member, officer and employee of each Acquired Company, and any person with whom any such Partner, director, manager, member, officer or employee has any direct or indirect relation by blood, marriage or adoption, or any entity in which any such Person owns any beneficial interest (other than a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than five percent (5%) of the stock of which is beneficially owned by all such Persons in the aggregate), and any Affiliate of any of the foregoing, (ii) “ Affiliate ” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person, (iii) “ Control ,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise (and the terms “ Controlling ” and “ Controlled ” have meanings correlative to the foregoing), and (iv) “ Person ” means any individual, corporation, partnership, firm, limited liability company, unlimited liability company, joint venture, association, trust, unincorporated organization, Governmental Entity (or political subdivision thereof) or other entity.
Section 2.22     Customers and Suppliers . Schedule 2.22 contains a complete and accurate list of the names of the ten (10) largest customers (based on the dollar amount of revenue received from such customers) of each Acquired Company for each of the last two (2) fiscal years and for the three (3)-month period ended on the Interim Balance Sheet Date based on revenue from such customers (the “ Significant Customers ”) and the aggregate amount of revenue received from each such Significant Customer during each such period. Except as expressly described in Schedule 2.22 :
(a)     to the Knowledge of the Partners, no event has occurred and no condition or circumstance exists on or prior to the Closing Date that would reasonably be expected to materially and adversely affect the relationship of any Acquired Company with any Significant Customer (other than an event, condition or circumstance impacting the business or industry of a Significant Customer, the Acquired Companies or the Purchasers);
(b)     no Significant Customer during the last twelve (12) months has canceled, terminated or, to the Knowledge of the Partners, made any threat to cancel, or otherwise terminate any contract (other than by expiration by the terms thereof), or to reduce or otherwise decrease its

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usage of the services of any Acquired Company (other than completion of the work or full performance of the services in the ordinary course of business); and
(c)     to the Knowledge of the Partners, no current Significant Customer or material supplier intends to terminate or materially and adversely alter its business relations with any Acquired Company, either as a result of the transactions contemplated by this Agreement or otherwise.
Section 2.23     Service Warranties and Defect Liabilities . Schedule 2.23 sets forth a complete and accurate description of any claims or assertions made in the last two (2) years (including the date and identity of the claimant) against any Acquired Company alleging that any services performed by such Acquired Company or, to the Knowledge of the Partners, on its behalf, were improperly performed or provided. No Acquired Company manufactures, or contracts to manufacture, any goods or products sold to third parties.
Section 2.24     Accounts Receivable; Accounts Payable; Backlog; Billings in Excess; Books and Records .
(a)     Accounts Receivable . Schedule 2.24 sets forth a true and complete list of the accounts receivable of the Acquired Companies as of the Interim Balance Sheet Date showing the amount of each receivable and an aging of amounts due thereunder. Except as expressly described in Schedule 2.24 , all accounts receivable of the Acquired Companies, including those collected prior to the Closing;
(i)     are valid, existing and have arisen from bona fide transactions entered into by the applicable Acquired Company involving, and represent monies due for, goods sold and delivered or services rendered in the ordinary course of business consistent with past practice;
(ii)     except to the extent of any job retentions and holdbacks in accordance with the terms of the Customer Contracts, are not subject to any refunds or adjustments or any defenses, rights of set-off, counterclaims, assignment, restrictions, security interests or other encumbrances (other than Permitted Liens); and
(iii)     are not subject to repayment or forfeiture, including in connection with a customer audit.
Except as expressly described in Schedule 2.24 , all accounts receivable are current, and there are no disputes regarding the collectability of any such accounts receivable. No Acquired Company has factored any of its accounts receivable. Except as expressly described in Schedule 2.24 , to the Knowledge of the Partners, the debtors to which the accounts receivable relate are not in or subject to a bankruptcy or insolvency proceeding, and none of the accounts receivable have been made subject to an assignment for the benefit of creditors. Since the Interim Balance Sheet Date, all accounts receivable have been handled by each Acquired Company in the ordinary course of business.

(b)     Accounts Payable . The accounts payable of each Acquired Company reflected on the unaudited balance sheet of the Acquired Companies at the Interim Balance Sheet Date (i)

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include all amounts due for work performed by and assets acquired from each of the vendors, subcontractors and suppliers of the Acquired Companies as of such date and (ii) arose from bona fide transactions in the ordinary course of business, in each case in accordance with GAAP. Except as expressly described in Schedule 2.24 , none of the accounts payable of the Acquired Companies have been outstanding for more than forty-five (45) days from their respective billing dates.
(c)     Open Jobs; Backlog and Outstanding Bids . Each of the Applicable Companies’ uncompleted projects currently in progress (each such project, an “ Open Job ” and, collectively, the “ Open Jobs ”) constitutes work performed, or to be performed, pursuant to fully executed written Customer Contracts, work orders taken in the ordinary course of business or orders and change orders issued within the terms of the relationship pursuant to which the Acquired Companies’ Open Jobs are being conducted (“ Open Job Contracts ”). No Acquired Company has been, and no customer or other party to an Open Job Contract has been declared to be, in default or is in breach of the terms of any obligation under any such Open Job Contract, and, to the Knowledge of the Partners, no valid grounds exist for any set-off of amounts billable to such customers on the completion of orders to which any of Acquired Company’s Open Jobs relate. To the Knowledge of the Partners, absent circumstances, conditions or events that could not be reasonably foreseen, all of the Acquired Companies’ Open Jobs are capable of being completed in compliance with the applicable Open Job Contract if managed in the ordinary course of business.  No Acquired Company has any oral agreements for any Open Job.  Schedule 2.24 sets forth a complete and accurate list, on a project-by-project basis, of the Customer Contracts underlying each Acquired Company’s Backlog, including the specific portion of Backlog attributable to each such project and in the case of any Open Jobs on a lump sum basis, together with the Partners’ good faith estimate (and specifically without taking into account any circumstances, conditions or events that could not be reasonably foreseen) of (i) the amount of revenue expected to be recognized from remaining work to be performed under each Open Job (along with a job cost schedule), (ii) estimated costs, (iii) costs incurred, (iv) billings issued and (v) profit or loss. The Backlog amounts set forth on Schedule 2.24 , both individually and in the aggregate, constitute each Acquired Company’s commercially reasonable estimates of such amounts. For purposes of this Agreement, “ Backlog ” means the amount of revenue that each Acquired Company, based on its past practices for calculating such amounts, expects to recognize from: (x) remaining work to be performed for all Open Jobs and (y) all executed Customer Contracts under which work has not yet begun. Schedule 2.24 also sets forth a complete and accurate description of each outstanding bid or proposal by each Acquired Company that, if awarded to such Acquired Company, contemplates payments to such Acquired Company in excess of $100,000 and that is subject to acceptance or award by a third party.
(d)     Billings in Excess . Except as expressly described in Schedule 2.24 , as of June 30, 2017, no Acquired Company has any billings in excess of costs or other deferred revenues.
(e)     Consistent Treatment . Since the Interim Balance Sheet Date, all accounts receivable, accounts payable, Backlog and billings in excess of costs and other deferred revenues of the Acquired Companies have been accrued and treated in a manner consistent with past practice and in accordance with GAAP.

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(f)     Books and Records . All books and records of the Acquired Companies relating to the business of the Acquired Companies, including files, manuals, price lists, mailing lists, distributor lists, customer lists, sales and promotional materials, purchasing materials, documents evidencing intangible rights or obligations, personnel records, financial, accounting and records, and legal proceeding files (regardless of the media in which stored) have been maintained in the ordinary course of business consistent with past practices.
Section 2.25     Licenses and Permits . Each Acquired Company owns or possesses all of the notifications, licenses, permits, franchises, grants, easements, variances, exceptions, consents, orders, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations (collectively, the “ Licenses ”) issued by, or submitted by an Acquired Company to, any Governmental Entity and that are necessary in all material respects to enable such Acquired Company to own, lease and operate its assets and properties and to carry on its operations as presently conducted. All Licenses are valid, binding, and in full force and effect. Each Acquired Company has taken all necessary action to maintain each of its Licenses, including the payment of all fees and charges with respect to the Licenses due or payable. No loss or expiration of any License is pending or, to the Knowledge of the Partners, threatened (other than expiration upon the end of any term of such License). No License has been revoked, suspended or limited in any material respect within the last five (5) years.
Section 2.26     Ethical Practices . Each Acquired Company is in compliance with the United States Foreign Corrupt Practices Act of 1977, as amended, and all other anti-corruption and anti-bribery laws, regulations and requirements of any jurisdiction applicable to any Acquired Company (collectively, “ Anti-Corruption Laws ”). Except as expressly described in Schedule 2.26 , none of the Partners, Acquired Companies or any of their respective directors, managers, members, officers, employees, independent contractors, financial or other professional advisors or consultants, agents or representatives or any other Person, on behalf of any Acquired Company or any of the Partners, has, directly or indirectly, offered, given or agreed to offer or give anything of value to, or solicited, received or agreed to solicit or receive anything of value from, a Public Official in violation of any applicable Anti-Corruption Laws. None of the Acquired Companies, the Partners, the directors, managers, members, officers, employees, independent contractors, financial and other professional advisors or consultants, agents and representatives of the Acquired Companies, nor anyone acting on behalf of any of them, has made or received any payment involving a Public Official not correctly categorized and fully disclosed in the books and records of the Acquired Companies in connection with or in any way relating to or affecting any Acquired Company. For purposes hereof, “ Public Official ” means: (x) any officer or employee of a Governmental Entity or domestic or international public organization, or any Person acting in an official or unofficial capacity for or on behalf of any Governmental Entity or domestic or international public organization; (y) any officer or employee of a domestic or foreign government-owned, -controlled, or -operated enterprise; and (z) any domestic or foreign political party or party official or any candidate for a political office, whether domestic or foreign.
Section 2.27     Bank Accounts . Schedule 2.27 sets forth a complete and accurate list of the names of all banks and other financial institutions in which any Acquired Company currently has an

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account, deposit or safe deposit box; the applicable account names and numbers (along with the names of all Persons authorized to draw on such accounts or deposits or to have access to such boxes).
Section 2.28     Powers of Attorney . Except as expressly described in Schedule 2.28 , no Acquired Company has given any revocable or irrevocable power of attorney or similar grant of authority to any Person relating to its business for any purpose whatsoever that will not be terminated on or before the Closing Date.
Section 2.29     Brokers, Finders and Investment Bankers . Except as expressly described in Schedule 2.29 , none of the Partners, the Acquired Companies or any of their respective Affiliates, or any directors, managers, members, officers or employees of any Acquired Company or any such Affiliates, has employed any broker, finder or investment banker or incurred any liability for any Broker Fees in connection with the Acquisition or the other transactions contemplated by this Agreement.
Section 2.30     Business Assets . Each Acquired Company has good, marketable and transferable title to, or holds under a valid lease, agreement or license, all real, personal, mixed, tangible and intangible assets, properties, contracts and rights necessary to conduct its business as presently conducted and as contemplated to perform work required with respect to the Backlog (collectively, the “ Assets ”), in each case free and clear of all Liens (other than Permitted Liens). The real, personal, mixed, tangible and intangible assets, properties, contracts and rights currently owned or leased by the Acquired Companies are sufficient for the continued conduct of the Acquired Companies’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, contracts and assets necessary to conduct the business of the Acquired Companies as currently conducted in all material respects.
Section 2.31     Inventory . Each Acquired Company maintains levels of Inventory sufficient to conduct its business in the ordinary course of business consistent with past practice. The Inventory of each Acquired Company reflected on the most recent balance sheet included in the Financial Statements and in the records and books of account of such Acquired Company since the Interim Balance Sheet Date is of a quality and quantity usable or saleable, as the case may be, in the ordinary course of business, except to the extent of any reserves or allowances (which shall be calculated consistent with past practices) included in the calculation of Closing Date NWC. All Inventory has been valued at cost, and all unmarketable, returned, rejected, damaged, slow moving or obsolete Inventory has been written off or written down to net realizable value in the applicable Acquired Company’s books and records and in the most recent balance sheet included in the Financial Statements. The quantities of each item of Inventory (whether raw materials, intermediaries, open jobs or finished goods) are not excessive and are reasonable in the present circumstances of the business. For purposes of this Agreement, “ Inventory ” means all inventory related to the business of the applicable Acquired Company, wherever located, including all finished goods, whether held at any location or facility of such Acquired Company or in transit to such Acquired Company.
Section 2.32     Surety Bonds and Agreements .

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(a)     Each Acquired Company has posted all deposits, letters of credit, trust funds, bid bonds, performance bonds, Tax bonds, licensing bonds, reclamation bonds, surety bonds and all such similar undertakings or financial security arrangements and any indemnity or underwriting agreements or other contracts with a surety (collectively, “ Surety Bonds and Agreements ”) required (on request of a customer or otherwise) to be posted in connection with its operations. Schedule 2.32 contains a true and complete list of all Surety Bonds and Agreements to which any Acquired Company is a party or by which it or any of its assets or properties is bound, including all Surety Bonds and Agreements posted by or on behalf of any of the Acquired Companies in connection with its operations.
(b)     Except as expressly described in Schedule 2.32 , each Acquired Company is in compliance with all Surety Bonds and Agreements applicable to it, and the operation of its business and the state of reclamation with respect to the Surety Bonds and Agreements are “current” or in “deferred status” regarding reclamation obligations and otherwise are in compliance with all applicable reclamation requirements, orders of Governmental Entities, Licenses and Applicable Laws. Except as expressly described in Schedule 2.32 , the Acquired Companies are not and will not be required to obtain any one or more substitute Surety Bonds and Agreements with respect to any of its Surety Bonds and Agreements and the Surety Bonds and Agreements will remain in effect on identical terms immediately following the Closing.
Section 2.33     Projections . All projections delivered to the Purchasers or Quanta by or on behalf of any of the Partners or any Acquired Company were prepared in good faith.
Section 2.34     Foreign Activities . Except as expressly described in Schedule 2.34 , no Acquired Company has conducted any business, performed any services or otherwise engaged in activities for the purpose of performing services or developing business in any jurisdiction other than the United States of America. No Acquired Company is subject to (and none of the assets or properties of the Acquired Companies are bound by) any judgment, decree, order, injunction, award or ruling of any foreign government or foreign court, tribunal, administrative or regulatory agency or commission or any other foreign governmental authority or agency or foreign arbitration panel. There is no (and there has not at any time been any) Action pending or, to the Knowledge of the Partners, threatened against or by or relating to or involving any Acquired Company or the real or personal property (whether leased or owned) of any Acquired Company before, under the authority of or within the purview of any foreign government or foreign court, tribunal, administrative or regulatory agency or commission or any other foreign governmental authority or agency or foreign arbitrator of any kind.
Section 2.35     Special Bid Requirements; Preferential Status . No Acquired Company has (i) entered into, been awarded or performed, nor has any Acquired Company made any bid for, any contract (including any Company Contract), arrangement, project or job that was or could be awarded to an Acquired Company in reliance upon qualification as, or pursuant to a procurement that was restricted to bidders qualified as, a small business, small disadvantaged business or otherwise possessing mentor or protégé status or as a woman-owned small business, veteran-owned small business, service-disabled veteran-owned small business, woman-owned business, minority-owned business, minority business enterprise, any other socially or economically disadvantaged classification or any other preferential status (including as defined in the Federal Property and Administrative

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Services Act, Section 7102 of the Federal Acquisition Streamlining Act of 1994, Executive Order 12138, May 18, 1979, or regulations implementing these requirements, including the Federal Acquisition Regulations, participation in preferential status programs such as the Historically Underutilized Business Zone program and participation under Section 8(a) of the Small Business Act) or a “minority set aside” or other “set aside” status or any other specified status, organization, make up, type of business or operation, condition, event, occurrence or circumstance provided or prescribed by any Applicable Law (collectively, “ Preferred Bidder Status ”), or (ii) certified or represented, in connection with any contract (including any Company Contract), arrangement, project, job or bid, that it qualifies for any Preferred Bidder Status. No Acquired Company has received any written (or, to the Knowledge of the Partners, oral) notification that any customer (including any Governmental Entity), prime contractor or higher-tier subcontractor will terminate, materially decrease the rate of purchasing under, or decline to exercise options under any Company Contract, as the result of any loss of any Preferred Bidder Status. None of the Acquired Companies have any contract (including any Company Contract) or arrangement with any customer that either requires the continuation of ownership of any Acquired Company (or any interest therein) by a Person having Preferred Bidder Status or permits termination by the customer due to any Acquired Company’s loss of any Preferred Bidder Status. None of the Company Contracts will require any Acquired Company after the Closing to qualify for any Preferred Bidder Status as a condition of maintaining any Company Contract.
Section 2.36     Aircraft . No Acquired Company has owned, operated, maintained, serviced, repaired, overhauled, checked or tested any aircraft.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS AND QUANTA
The Purchasers and Quanta hereby jointly and severally represent and warrant to each Partner that the statements contained in this Article III are true and correct as of the Closing Date. In addition, the Purchasers and Quanta hereby acknowledge that the Partners are relying on the representations and warranties set forth in this Article III in connection with their execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement.
Section 3.1     Organization . Each of the Purchasers and Quanta is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Purchasers and Quanta has all requisite corporate or limited liability company power and authority to own, lease and operate its assets and properties and to carry on its respective business as now being conducted, and is duly qualified or registered and in good standing as a foreign entity to transact business under the laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration.
Section 3.2     Authorization . Each of the Purchasers and Quanta has full power, capacity and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (collectively, the “ Purchaser Ancillary Documents ”) and to perform its respective

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obligations under this Agreement and the Purchaser Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement have been approved by the respective board of directors or other comparable governing body or Persons of the Purchasers and Quanta. No additional corporate or limited liability company proceedings on the part of the Purchasers or Quanta are necessary to authorize the execution and delivery of this Agreement and the consummation by the Purchasers and Quanta of the transactions contemplated hereby. This Agreement has been, and the Purchaser Ancillary Documents will be as of the Closing Date, duly executed and delivered by the Purchasers and Quanta, as applicable, and (assuming the due authorization, execution and delivery thereof by each other party thereto) do or will, as the case may be, constitute valid and binding agreements of the Purchasers and Quanta, as applicable, enforceable against each of them, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
Section 3.3     Absence of Restrictions and Conflicts; Consents .
(a)     The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents by the Purchasers and Quanta, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents by the Purchasers and Quanta do not or will not (as the case may be), with the passing of time or the giving of notice or both, contravene, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel or any other right or benefit under: (i) the Organizational Documents of any of the Purchasers or Quanta; (ii) any material contract filed as an exhibit to Quanta’s Most Recent Annual Report pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act; (iii) any judgment, decree, writ, order, injunction, award or ruling of any Governmental Entity or arbitration panel to which any of the Purchasers or Quanta is a party or by which any of the Purchasers or Quanta or any of their respective assets or properties are bound; or (iv) any Applicable Laws applicable to the Purchasers or Quanta.
(b)     Except for such notifications to the NYSE as may be required by the rules of the NYSE and such filings as may be required under applicable Securities Laws, no consent, permit, waiver, license, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or public or regulatory unit, agency or authority is required with respect to the Purchasers or Quanta in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby other than any such consents, permits, waivers, licenses, approvals, orders or authorizations of, registrations, declarations or filings that have already been obtained or made by the Purchasers or Quanta, as applicable.
(c)     No consent, permit, waiver, license, approval, order or authorization of, or registration, declaration or filing with, any Person (other than a Governmental Entity) is required by or with respect to the Purchasers or Quanta in connection with the execution, delivery or performance

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of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby other than any such consents, permits, waivers, licenses, approvals, orders or authorizations of, registrations, declarations or filings that have already been obtained or made by the Purchasers or Quanta, as applicable, other than Current Reports on Form 8-K.
Section 3.4     Brokers, Finders and Investment Bankers . Except as set forth on Schedule 3.4 , none of the Purchasers or Quanta has employed any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated by this Agreement.
Section 3.5     Exemptions from Securities Law . Provided that the representations made by the Partners in Section 9.1 and Section 9.2 of this Agreement are true and accurate on the Closing Date and the Earnout Payment Date, as applicable, if shares of Quanta Common Stock are then issued, the issuance of such shares by Quanta to the Partners in respect of the Acquisition and in accordance with the terms of this Agreement (collectively, the “ Restricted Shares ”) will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed, no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by Quanta under the Securities Act or any Applicable Laws relating to securities (collectively, the “ Securities Laws ”) in connection with such issuance, other than Current Reports on Form 8-K.
Section 3.6     Compliance with Securities Law . No securities commission or similar regulatory authority or stock exchange has issued any order that is currently outstanding preventing or suspending trading in any securities of Quanta, no such proceeding is, to the actual knowledge of Quanta, pending, threatened or contemplated, and Quanta is not in default of any material requirement of any applicable Securities Laws.
Section 3.7     Compliance with Filing Requirements . Quanta has filed all forms, reports, schedules, statements and other documents (collectively, and including all exhibits, the “ Quanta SEC Reports ”) required to be filed by Quanta with the SEC for the past three (3) years. As of their respective dates, and giving effect to any amendments or supplements that have been filed thereafter, the Quanta SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the respective rules and regulations of the SEC promulgated thereunder applicable to the Quanta SEC Reports.
ARTICLE IV
CERTAIN COVENANTS AND AGREEMENTS
Section 4.1     Reasonable Efforts; Further Assurances; Cooperation . Subject to the other provisions of this Agreement, following the Closing, the Parties will each use their reasonable, good faith efforts to perform their respective obligations in this Agreement to be performed after the Closing and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under Applicable Laws to cause the transactions contemplated in this Agreement to be effected on the Closing Date, in accordance with the terms of this Agreement, and will cooperate fully with each other and their respective officers, directors, managers, employees, agents, counsel, accountants and

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other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including, giving prompt notice to each other Party of any failure of such Party to comply in any material respect with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement. Each Party acknowledges that each other Party does not and will not waive any rights it may have under this Agreement as a result of any such notifications, and delivery of any notice pursuant to this Section 4.1 will not limit or otherwise affect the rights or remedies available hereunder to the recipient of such notice.
(a)     Following the Closing, each of the Parties promptly will make any filings and submissions and will take all actions necessary, proper or advisable under Applicable Laws to obtain any required approval of any Governmental Entity with jurisdiction over the transactions contemplated by this Agreement. Each of the Parties will furnish all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, but subject to Section 1.7(f)(iii) , in no event will the Purchasers or Quanta be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction, or take any other action that, in the reasonable judgment of the Purchasers or Quanta, respectively, could be expected to limit the right of the Purchasers or Quanta to own or operate all or any portion of its respective businesses or assets (including the business and assets of the Acquired Companies).
(b)     Following the Closing, in the event any Action is commenced which questions the validity or legality of the Acquisition or any of the other transactions contemplated by this Agreement or seeks damages in connection therewith, the Parties agree to cooperate and use all reasonable efforts to defend against such Action (all at the expense of Purchasers, provided such Action does not result from, arise out of, relate to or is in connection with any matter in respect of which the Partners are obligated to indemnify the Purchaser Indemnified Parties pursuant to ‎Section 8.1 ).
(c)     At the request of the Purchasers, each of the Partners will give, and will cause their Affiliates to give, any notices to third parties and use all commercially reasonable efforts (in consultation with the Purchasers) necessary to obtain any third party consents that have not already been obtained prior to the Closing and that are disclosed or required to be disclosed in the Schedules to this Agreement; provided that nothing in this Agreement shall require the Partners to pay any amounts or incur expenses to obtain any such consents.
Section 4.2     Public Announcements . The Partners will not make or issue, or cause to be made or issued, any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Purchasers and Quanta, which may be withheld or conditioned in their discretion.
Section 4.3     Partners’ Disclosure Schedules .
(a)     The disclosures in the Schedules shall (i) be identified by the specific subsection(s) of each Section to which such disclosures relate and (ii) relate only to the representations and warranties in the specified subsection(s) of such Section or paragraph of the Agreement to which

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they expressly relate and not to any other representation or warranty in this Agreement unless a specific cross-reference to another Schedule is provided. If there is any inconsistency between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly set forth in the Schedules with respect to a representation or warranty that is specifically identified in such Schedule by reference to its Section and applicable subsection(s)), the statements in the body of this Agreement will control.
(b)     No reference in the Schedules to any agreement or document shall be construed as an admission to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission to any third party that any such breach or violation exists or has already occurred.
Section 4.4     Non-Competition . As partial consideration for payment of the Purchase Price, each Partner agrees to the following covenants:
(a)     Definitions . For the purposes of this ‎Section 4.4 , the following definitions shall apply:
(i)     Company Activities ” shall mean (A) the business of providing above ground storage tank maintenance and construction services, civil construction services, structural steel erection services, pipe fabrication and installation, inspection services, midstream facilities construction and maintenance services, electrical and instrumentation solutions, catalyst handling services and scheduled and emergency turnaround services and (B) all other services provided by any Acquired Company prior to the Closing Date to any current or former customer of any Acquired Company.
(ii)     Competing Business ” shall mean any Person that engages in Company Activities in the Territory, but expressly excluding Quanta, the Purchasers and any Acquired Company.
(iii)     Confidential Information ” shall mean any data or information of any Acquired Company or any of its Affiliates (other than Trade Secrets) that is valuable to the operation of any Acquired Company or the Company Activities, and not generally known to competitors or the general public.
(iv)     Noncompete Period ” shall mean five (5) years following the Closing Date.
(v)     Territory ” shall mean the United States of America and any other jurisdiction in which any Acquired Company has performed services or otherwise engaged in activities for the purpose of performing services or developing business.
(vi)     Trade Secrets ” shall mean trade secret and confidential information, including confidential technical or non-technical data, a formula, pattern, compilation,

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program, including computer software and related source codes, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which is treated as confidential, derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use. The term “Trade Secrets” shall not include an item of information that is or becomes available to the industry (e.g., available in the technical literature, databases or the like) or is in, or subsequently enters, the public domain other than as a result of a disclosure by or on behalf of a Partner or any Affiliate Controlled by a Partner.
(b)     Trade Secrets . Other than in the performance of responsibilities as an employee of Quanta or its Affiliates following the Closing Date, the Partners shall, and shall cause their Affiliates to, hold in confidence at all times after the Closing Date all Trade Secrets of the Acquired Companies, and shall not disclose, publish or make use of (or cause or permit the publication, disclosure or use of) any Trade Secrets of the Acquired Companies at any time after the Closing Date without the prior written consent of the Purchasers or Quanta. Nothing in this Agreement shall diminish the rights of the Purchasers, Quanta or their Affiliates regarding the protection of Trade Secrets and other intellectual property pursuant to Applicable Laws from and after the Closing Date.
(c)     Confidential Information . Other than in the scope of employment with the Acquired Companies following the Closing Date, if applicable, the Partners hereby agree to, and to cause their Affiliates to, hold in confidence all Confidential Information and to not disclose, publish or make use of (or cause or permit the publication, disclosure or use of) any Confidential Information without the prior written consent of the Purchasers; provided , however , that a Partner and its Affiliates shall be able to use any such information (i) that is in, or subsequently enters, the public domain other than as a result of a disclosure, directly or indirectly, by or on behalf of such Partner or any Affiliate Controlled by such Partner, (ii) that was, prior to such Partner’s ownership of Acquired Interests, available to such Partner on a non-confidential basis from a source that was not prohibited from disclosing such information to such Partner by a contractual, legal or fiduciary duty, (iii) as may be reasonably required by such Partner or Affiliate in connection with any insurance claims by, actions, suits or proceedings or Tax audits against or governmental investigations of any such Partner or any of its Affiliates, (iv) to comply with its obligations, or legally enforce its rights, under this Agreement and each Partner Ancillary Document or (v) to the extent such disclosure is otherwise required by Applicable Law or appropriate court order; provided that, in the cause of clauses (iii) and (v) and to the extent permitted under Applicable Law, prior to such disclosure, such Partner or Affiliate shall provide advance notice to Quanta and the Purchasers and assist Quanta and the Purchasers in seeking a protective order or other appropriate remedy in Quanta’s sole discretion.
(d)     Noncompetition .
(i)     Each Partner hereby acknowledges that (A) as of the Closing Date, the Acquired Companies conduct Company Activities throughout the Territory; (B) as a result of such Partner’s affiliation with and involvement in the operation of the Acquired Companies, such Partner is familiar with the Trade Secrets of the Acquired Companies and Confidential Information and has significantly and uniquely contributed to the development and

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maintenance of the goodwill of the Acquired Companies throughout the Territory; (C) the covenants contained in this ‎Section 4.4 are necessary to protect and preserve the Trade Secrets of the Acquired Companies, Confidential Information, goodwill of the Acquired Companies and the other interests of the Purchasers in the Acquired Companies that are acquired by the Purchasers in connection with the Acquisition and that any noncompete covenant with respect thereto covers all Company Activities and the entire Territory; and (D) Quanta and the Purchasers would not have entered into this Agreement but for the Partners’ agreement to the restrictions set forth in this ‎Section 4.4 .
(ii)     Each of the Partners hereby agrees that it shall not, and shall not permit any of its Affiliates to, during the Noncompete Period, in any manner, directly or indirectly or by assisting others, operate, lease, manage, engage in, have an equity or profit interest in, invest in, lend to, own any debt or equity security or interest of, permit its name to be used by, act as partner, joint venturer, officer, director, shareholder, employee, consultant, agent or independent contractor of or lender to, render services to (including of an executive, marketing, manufacturing, research and development, administrative, financial or other consulting nature), or otherwise participate or assist in, any Competing Business.
(iii)     Without limiting the generality of the foregoing restrictions, each Partner hereby further agrees that, during the Noncompete Period, such Partner shall not, and shall not permit any of such Partner’s Affiliates to, directly or indirectly, alone or as a partner, joint venturer, officer, director, shareholder, employee, consultant, agent or independent contractor of, or lender to, any Person, (x) create or maintain any business relationship with any customer of any Acquired Company with respect to any Company Activities to or for any customer, or otherwise solicit any customer of any Acquired Company for the benefit of any Competing Business, (y) request, advise or induce any customer of any Acquired Company to withdraw, curtail or cancel, or engage in any other activity that could adversely affect, the relationship such Person has with Quanta, the Purchasers, the Acquired Companies or any of their Affiliates or (z) take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of any Acquired Company from maintaining business relationships that are at least as favorable with Quanta, the Purchasers, the Acquired Companies and their Affiliates after the Closing as such Person maintained with the Acquired Companies prior to the Closing Date;
provided , however , that the passive ownership of no more than one percent (1.0%) of the ownership interests of an entity having a class of securities that is traded on a national securities exchange or over-the-counter market (not including any securities received pursuant to this Agreement) shall not be a violation of this ‎Section 4.4(d) . Each Partner acknowledges that the covenants contained herein are in addition to those set forth in any employment agreement or other compensation-related arrangement between such Partner, on the one hand, and Quanta, the Purchasers, an Acquired Company or any of their Affiliates, on the other, and nothing herein is intended to or shall limit the covenants contained therein or vice versa.

(e)     Nonsolicitation . Each of the Partners hereby agrees that it shall not, and shall not permit any of its Affiliates to, during the Noncompete Period, in any manner, directly or indirectly

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or by assisting others, recruit or hire away or attempt to recruit or hire away, on their behalf or on behalf of any other Person, any Person who is, as of the Closing Date, or within the twenty-four (24) months immediately preceding such solicitation was, an employee or independent contractor of any Acquired Company; provided , however , that such solicitation (as opposed to hire) restrictions shall not prohibit any solicitation by way of general advertising, including general solicitations in newspapers or other publications or on internet sites that are not directed toward or focused on employees or independent contractors (or such former employees or independent contractors) of Quanta, the Purchasers, any Acquired Company or any of their Affiliates.
(f)     Severability; Blue Penciling . If a judicial determination is made by a court of competent jurisdiction that any of the provisions of this ‎Section 4.4 constitutes an unreasonable or otherwise unenforceable restriction against any of the Partners, the provisions of this ‎Section 4.4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable with respect to such Partner. In this regard, the Parties hereby agree that any court of competent jurisdiction construing this Agreement shall be empowered to sever any portion of the Territory, any prohibited business activity or any time period from the coverage of this ‎Section 4.4 and to apply the provisions of this ‎Section 4.4 to the remaining portion of the Territory, the remaining business activities and the remaining time period not so severed by such court of competent jurisdiction. In the event that a court of competent jurisdiction determines that a Partner has violated any provision of this Section 4.4 , the time period during which the prohibitions set forth in this ‎Section 4.4 shall apply to such Partner shall be tolled and extended with respect to such Partner for a period equal to the aggregate time during which such Partner violates such prohibitions in any respect. If any court of competent jurisdiction determines that any provision of this ‎Section 4.4 is unenforceable as to the Partners because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, as to the Partners and, in its reduced form, such provision shall then be enforceable.
(g)     Injunctive Relief . The Partners hereby acknowledge and agree that the remedies at law may be inadequate to protect the Acquired Companies and the Purchasers against any actual or threatened breach of the provisions contained in this ‎Section 4.4 by any Partner, and that any such breach may cause irreparable harm, and, as such, each of the Partners further agrees that the Purchasers may be entitled to injunctive relief without making proof of actual damages. Such injunctive relief shall not be deemed exclusive remedies for any such breach, but shall be in addition to and without prejudice to any other rights or remedies otherwise available to the Purchasers. Each of the Partners agrees that, in connection with any injunctive relief sought by the Purchasers, any and all requirements for proof of actual damages or bonding are hereby waived. In the event of any legal proceeding (whether at law or in equity) relating to this Agreement, if a court of competent jurisdiction determines that a Party has breached this Agreement, then that Party shall be liable and pay to the other Party any out-of-pocket costs incurred by such other Party in connection with such proceeding and any appeal therefrom, including reasonable fees of outside legal counsel, and the other Party shall be entitled to pursue the recovery of all damages, losses and liabilities related to such breach.

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(h)     Reasonable Restraint . It is agreed by the Parties hereto that the foregoing covenants in this ‎Section 4.4 are necessary in terms of time, activity and territory to protect the interests of the Purchasers in the assets and businesses being acquired pursuant to the terms of this Agreement and impose a reasonable restraint on the Partners in light of the activities and businesses of the Acquired Companies on the Closing Date and the current plans of the Acquired Companies.
Section 4.5     Tax Matters .
(a)     Tax Periods Ending on or Before the Closing Date . The Partners will prepare or cause to be prepared, and timely file or cause to be timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for any taxation period ending on or before the Closing Date including but not limited to such Tax Returns that are due after the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “ Pre-Closing Tax Excess Amount ”); provided , that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returns.
(b)     Tax Periods Beginning on or Before and Ending After the Closing Date . The Purchasers shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for all taxation periods which begin on or before the Closing Date and end after the Closing Date (a “ Straddle Period ”). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. Quanta will provide to the Partners Representative a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for its filing and, in the case of

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a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, the Partners Representative will notify Quanta of the existence of any objection specifying in reasonable detail the nature and basis of such objection to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall pay to Quanta no later than five (5) days prior to the due date for the payment of Taxes with respect to such periods an amount equal to the excess, if any, of (x) the portion of such Taxes that relates to the portion of such taxable period ending on the Closing Date over (y) the sum of the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “ Straddle Period Tax Excess Amount ”); provided , that no amount shall be included in the computation of the Straddle Period Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(b) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Straddle Period Tax Excess Amount.
(c)     For purposes of determining the amount of any Taxes due for a Straddle Period, the amount of any Tax that is attributable to the portion of a taxable period ending on the Closing Date shall be:
(i)     in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Acquired Companies ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and
(ii)     in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Acquired Companies, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period.
(d)     Cooperation on Tax Matters . The Parties shall cooperate fully, as and to the extent reasonably requested by each other Party, in connection with the preparation and filing of Tax Returns pursuant to this ‎Section 4.5 and any audit, litigation or other proceeding with respect to Taxes.

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Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to the extent not delivered to the other Party or its Affiliates pursuant to this Agreement, to retain all books and records in their possession or control with respect to Tax matters pertinent to each Acquired Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Parties, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) if any other Party so requests, each Party shall allow any other Party to take possession of such books and records. The Parties further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Taxes that could be imposed on any Acquired Company or otherwise related to the transactions contemplated in this Agreement.
(e)     Other Taxes . All transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including penalties and interest) incurred in connection with this Agreement shall be paid one-half by the Purchasers and one-half by the Partners when due, and the party required by Applicable Law shall timely file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by Applicable Law, the other parties shall, and shall cause their affiliates to, join in the execution of any such Tax Returns and other documentation. The expense of such filings shall be paid one-half by the Purchasers and one-half by the Partners.
(f)     Tax Refunds . Any refunds of Tax (including interest paid thereon) that are received by the Purchasers, Quanta or any of their respective Affiliates (including the Acquired Companies), and any amounts credited against Tax to which the Purchasers, Quanta or any of their respective Affiliates (including the Acquired Companies) become entitled, after the Closing Date that relate to taxable periods of the Acquired Companies that end on or prior to the Closing Date shall be for the account of the Partners, except to the extent such refund is included in the computation of Closing Date NWC. The Purchasers shall pay over to the Partners (in proportion to the Partners’ respective Pro Rata Shares) the amount of any such refund (reduced by any out-of-pocket costs the Purchasers or their Affiliates incur in connection with obtaining such refund or credit) within thirty (30) days after receipt thereof (or, in the case of an amount credited against Tax, within thirty (30) days after entitlement thereto); provided , however , that the Partners shall repay to the Purchasers any amount paid to the Partners pursuant to this Section 4.5(f) to the extent such amount is subsequently reduced by a Governmental Entity, with repayment due within thirty (30) days after any such reduction.
(g)     Deductions . Any tax deductions for U.S. federal, and applicable state and local, income Tax purposes attributable to or arising from Transaction Payments and other bonuses and arrangements resulting in potential deductions for Tax purposes shall, with respect to the Acquired Companies, be claimed on a Tax Return for any taxable period (or portion thereof) ending on or before the Closing Date and, with respect to a Tax Return for a Straddle Period, be allocated solely to the period ending on or before the Closing Date; provided that the Parties shall cause the Acquired Companies to timely make an election under Rev. Proc. 2011-29 to deduct seventy percent (70%) of

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any Transaction Payments that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f).
(h)     Conflict . In the event of conflict between any of the provisions of this Section 4.5 and any other provisions of this Agreement, the provisions of this Section 4.5 shall control.
Section 4.6     Repayment of Related Party Loans . All receivables of each Acquired Company or other amounts owing to each Acquired Company by any Related Party shall be paid in full prior to the Closing Date, except to the extent reflected in Closing Date NWC. All receivables of any Related Party or other amounts owing to any such Person by an Acquired Company, other than reasonable expense reimbursements in the ordinary course of business or amounts owing to such Related Party as salary, bonus or other employment-related compensation or benefits in the ordinary course of business (collectively, the “ Related Party Loans ”), shall be paid in full at or prior to the Closing; provided , however , that the foregoing modify or alter in any way the representations and warranties of the Partners in ‎Section 2.10(e) .
Section 4.7     Transition Assistance .
(a)     For a period of up to one (1) year following the Closing Date, during any such period of time when a Partner is not employed by Quanta, the Purchasers, any Acquired Company or any other direct or indirect subsidiary of Quanta, such Partner shall, for no additional consideration and at Quanta’s sole expense, make himself or itself reasonably available to the Acquired Companies and the Purchasers, as reasonably requested, to advise and assist in the transition of customer relationships to the Purchasers and with respect to other transition matters concerning the Acquired Companies.
(b)     Following the Closing, during any such period of time when any Partner is not employed by Quanta, the Purchasers, any Acquired Company, or any other direct or indirect subsidiary of Quanta, such Partner will, for no additional consideration, promptly refer all customer, supplier and other inquiries relating to any Acquired Company or its business and operations to Quanta or one of its Affiliates.
Section 4.8     Consent and Waiver of the Partners . Each Partner authorizes, on behalf of himself or itself and each Acquired Company, approves and consents to the sale of all the issued and outstanding membership interests, partnership interests or other equity interests of the Acquired Companies pursuant to this Agreement and all other actions and transactions of such other Partners contemplated herein for all purposes, including pursuant to each of the Equity Interest Agreements. Other than the rights arising under this Agreement or any Partner Ancillary Document, each Partner hereby waives any rights such Partner or any Acquired Company has with respect to the sale by the Partners and the purchase by the Purchasers of the Acquired Interests pursuant to this Agreement.
Section 4.9     Accounts Receivable .
(a)     Quanta shall remit to the Partners Representative (on behalf of the Partners), by wire transfer of immediately available funds to such accounts designated in writing by the Partners Representative, in a single payment, any amounts in respect of accounts receivable that are (i)

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outstanding as of the Closing, (ii) not included in the calculation of Closing Date NWC and (iii) collected (and not repaid, returned or forfeited) on or prior to the first (1st) anniversary of the Closing.
(b)     Each Partner shall be liable on a several, and not joint, basis for, and shall remit to Quanta, by wire transfer of immediately available funds to such accounts designated in writing by Quanta, an amount equal to, its Pro Rata Share of any amounts in respect of accounts receivable reflected in the calculation of Closing Date NWC (i) which are not collected by Quanta, the Purchasers or any of the Acquired Companies or (ii) which are repaid, returned or forfeited, including as a result of any customer audit, in each case on or prior to the first (1st) anniversary of the Closing (the “ Uncollectible A/R ”). For a period of one (1) year following the Closing, Quanta and the Purchasers shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to collect the Uncollectible A/R on behalf of the Partners; provided , that (i) any such collection efforts shall be performed in a manner that is not detrimental to any business relationship and (ii) none of Quanta, the Purchasers or any of their Affiliates shall be obligated to expend out-of-pocket costs or expenses in pursuit of such Uncollectible A/R. The Partners shall have the right to receive any proceeds received with respect to the Uncollectible A/R, and Quanta shall remit the amount of any payments received with respect to Uncollectible A/R to the Partners Representative (on behalf of the Partners), by wire transfer of immediately available funds to such accounts designated in writing by the Partners Representative.
ARTICLE V
CONDITIONS TO CLOSING
Section 5.1     Conditions to Each Party’s Obligations . The respective obligations of each Party to effect the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following conditions:
(a)     Injunction . There shall be no effective injunction, writ or preliminary restraining order or any order, decree or ruling of any nature issued by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation as provided in this Agreement of the Acquisition and the other transactions contemplated by this Agreement, and no proceeding or lawsuit shall have been commenced by any Person or Governmental Entity for the purpose of obtaining any such injunction, writ, preliminary restraining order or other order, decree or ruling.
(b)     Consents . All consents, permits, waivers, licenses, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required in connection with the execution, delivery or performance of this Agreement will have been obtained or made, except where the failure to have obtained or made any such consent, permit, waiver, license, approval, order, authorization, registration, declaration or filing would not have a material adverse effect on the Acquired Companies, taken as a whole, or the results of operations, cash flows, business, assets, condition (financial or otherwise), liabilities (contingent or otherwise) or prospects of the Acquired Companies, taken has a whole, upon or after the Closing.

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Section 5.2     Conditions to Obligations of the Purchasers and Quanta . The obligations of the Purchasers and Quanta to consummate the Acquisition and the other transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following additional conditions (any or all of which may be waived by Quanta and the Purchasers in whole or in part to the extent permitted by Applicable Laws):
(a)     Representations and Warranties . The representations and warranties of the Partners set forth in ‎Article II and ‎Article IX shall have been true and correct in all material respects on and as of the Closing Date (except that (i) those representations and warranties that by their terms are qualified by the terms “material,” “materiality,” “material adverse effect,” “Material Adverse Effect,” or other terms of similar import or effect shall be true and correct in all respects and (ii) those representations and warranties that speak as of a specified date shall have been true and correct only on and as of such date);
(b)     Performance of Obligations of the Partners . The Partners shall have performed in all material respects all covenants and agreements required to be performed by them under this Agreement on or prior to the Closing Date;
(c)     Third-Party Consents . The Partners shall have obtained and delivered to the Purchasers all of the written consents or approvals of third parties, as set forth in Schedule 5.2(c) , including with respect to the change of control of any Acquired Company that will occur on the consummation of the Acquisition and/or any deemed assignment of any contract or agreement that will result therefrom (and all such consents and waivers shall be in full force and effect);
(d)     Releases and Spousal Consents . Each Partner and such Partner’s spouse (if any) shall have executed and delivered a release, waiver and spousal consent substantially in the form attached hereto as Exhibit 5.2(d) ;
(e)     Closing Date Debt; Release of Liens . The Partners shall have delivered to the Purchasers (i) in form and substance reasonably satisfactory to the Purchasers, payoff letters from each creditor of Closing Date Debt, which letters shall be addressed to the applicable Acquired Company, confirming the outstanding amount of the Closing Date Debt owed to such creditor as of the Closing Date and any per diem payable thereafter, and (ii) evidence reasonably satisfactory to the Purchasers that the applicable Acquired Company’s revolving lines of credit, if any, upon payment of all amounts outstanding thereunder (as specified in such respective payoff letters), will be terminated in full and, in each case, confirming that, upon payment of such amounts or termination of the revolving lines of credit, if any, pursuant to such respective payoff letters, all Liens affecting the assets of any Acquired Company in favor of such creditor will be released at or prior to Closing (whether by filing UCC-3 termination statements (or the equivalent thereof) with appropriate Governmental Entities or as otherwise required by such credit agreements and reasonably satisfactory to the Purchasers) (or such payoff letters shall authorize the Purchasers or their representatives to file releases of such Liens upon payment of all amounts outstanding thereunder);
(f)     Termination of Related Party Agreements and Other Arrangements . The Partners shall have caused (i) the parties to each agreement listed in Schedule 5.2(f) to deliver to the

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Purchasers a fully executed termination agreement, in form and substance reasonably satisfactory to the Purchasers, of each such agreement, and (ii) the obligors and obligees under each of the payables and receivables listed on Schedule 5.2(f) , to deliver to the Purchasers a fully executed termination agreement, in form and substance reasonably satisfactory to the Purchasers, of such payables and receivables, in each case which termination agreement shall include a release from the counterparties opposite the applicable Acquired Company, that no further payments or obligations are due, or may become due, from the Acquired Companies under or in respect of such agreement;
(g)     Employment Agreements . Each of the Limited Partners shall have executed and delivered in escrow (to be released to Quanta automatically upon Closing) an employment agreement, which shall be substantially in the form attached hereto as Exhibit 5.2(g) (each, an “ Employment Agreement ”);
(h)     Related-Party Lease Agreements . The Partners shall have caused Durco, Ltd. to have delivered in escrow (to be released to Quanta automatically upon Closing) an executed lease agreement for each parcel of the real property listed in Schedule 5.2‎(h) , each of which shall be substantially in the form attached hereto as Exhibit 5.2‎(h) (each, a “ Related-Party Lease Agreement ”);
(i)     Escrow Agreement . The Partners Representative and the Escrow Agent shall have executed and delivered to the Purchasers the Escrow Agreement;
(j)     Partner Ancillary Documents . The Partners shall have delivered, or caused to be delivered, to the Purchasers the following:
(i)     assignments of interests, evidencing the assignment and transfer of all of the Acquired Interests, in form and substance reasonably satisfactory to the Purchasers duly executed by each of the applicable Partners and Stronghold, Stronghold Specialty, and the General Partners, as applicable (collectively, the “ Acquired Interests Transfer Documents ”);
(ii)     evidence of the repayment of the Related Party Loans, if any, in form and substance reasonably satisfactory to the Purchasers;
(iii)     the resignations, effective as of the Closing Date, of the directors or managers, as applicable, and officers (but solely in such capacities) of each Acquired Company as requested by the Purchasers;
(iv)     evidence of the termination of any powers of attorney on behalf of any Acquired Company set forth in Schedule 2.28 , if any, in form and substance satisfactory to the Purchasers;
(v)     certificates by each General Partner, delivered by their respective Managers, dated the Closing Date, certifying as to, with respect to each applicable Acquired Company, (A) true and correct copies of its charter, limited partnership agreement, limited liability company agreement and other organizational documents and any amendments thereto,

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(B) incumbency of managers and officers, as the case may be, and (C) the effectiveness of all board, manager, member, shareholder or partner resolutions of such General Partner adopted in connection with this Agreement and the transactions contemplated hereby;
(vi)     the organizational record books, minute books and corporate seal of each Acquired Company, if any;
(vii)     an affidavit of non-foreign status by each of the Partners and each Acquired Company that complies with Section 1445 of the Code;
(viii)     receipts for the applicable portions of the Cash Consideration executed by the Partners; and
(ix)     all other documents required to be entered or delivered into by the Partners or any Acquired Company pursuant to this Agreement at or prior to the Closing or reasonably requested by Quanta or the Purchasers to convey the Acquired Interests to the Purchasers or to otherwise consummate the transactions contemplated by this Agreement.
(k)     Transfer Agent Information; Accredited Investor Questionnaires.
(i)     Each Partner shall have provided to Quanta no later than two (2) Business Days prior to the Closing Date, (i) for purposes of obtaining the instruction letter to Quanta’s transfer agent to be delivered to the Partners pursuant to ‎Section 1.4(a) , all information necessary to establish an account with Quanta’s transfer agent, including written notice of such Partner’s (A) full legal name, (B) residential address and (B) tax identification number, and (ii) an accredited investor questionnaire, which shall be substantially in the form attached hereto as Exhibit 5.2(k)(i) .
(ii)     Each APR Stock Recipient shall have provided to Quanta no later than two (2) Business Days prior to the Closing Date, (i) for purposes of obtaining the instruction letter to Quanta’s transfer agent to be delivered pursuant to ‎Section 1.4(b) , (i) all information necessary to establish an account with Quanta’s transfer agent, including written notice of such APR Stock Recipient’s (A) full legal name, (B) residential address and (C) tax identification number, and (ii) an APR Settlement Agreement, substantially in the form attached hereto as Exhibit 5.2(k)(ii) .
Section 5.3     Conditions to Obligations of the Partners . The obligations of the Partners to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following additional conditions (any or all of which may be waived by the Partners’ Representative (on behalf of the Partners) in whole or in part to the extent permitted by Applicable Laws):

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(a)     Representations and Warranties . The representations and warranties of the Purchasers and Quanta set forth in ‎Article III shall have been true and correct in all material respects on and as of the Closing Date (except that (i) those representations and warranties that by their terms are qualified by the terms “material,” “materiality,” “material adverse effect,” or other terms of similar import or effect shall be true and correct in all respects and (ii) those representations and warranties that speak as of a specified date shall have been true and correct only on and as of such date);
(b)     Performance of Obligations by the Purchasers . Each of the Purchasers and Quanta shall have performed in all material respects all covenants and agreements required to be performed by them under this Agreement on or prior to the Closing Date;
(c)     Employment Agreements . An Acquired Company shall have executed and delivered in escrow each Employment Agreement;
(d)     Related-Party Lease Agreements . An Acquired Company shall have executed and delivered in escrow each Related-Party Lease Agreement;
(e)     Escrow Agreement . Each of the Purchasers and the Escrow Agent shall have executed and delivered to the Partners Representative the Escrow Agreement; and
(f)     Acquired Interests Transfer Documents . The Purchasers shall have executed and delivered a counterpart, if applicable, to the Acquired Interests Transfer Documents.
(g)     Purchaser Ancillary Documents . The Purchasers shall have delivered, or caused to be delivered, to the Partners Representative, (i) if the Partners have timely complied, or caused the APR Stock Recipients to timely comply, with their obligations pursuant to ‎Section 5.2(k) , a copy of the instruction letter to Quanta’s transfer agent as provided in ‎Section 5.2(k) , and (ii) all other documents required to be entered into or delivered by the Purchasers or Quanta at or prior to the Closing pursuant to this Agreement.
ARTICLE VI
CLOSING
The consummation of the transactions contemplated by this Agreement is referred to in this Agreement as the “ Closing .” Subject to the satisfaction or waiver of the conditions set forth in ‎Article V , the Closing will occur simultaneously with the execution of this Agreement. The Closing will take place via the electronic exchange of executed documents, or at such place or via such other method as the Parties may agree.

ARTICLE VII
SPECIFIC PERFORMANCE
The Parties each acknowledge that the rights of each Party to consummate the transactions contemplated by this Agreement are special, unique and of extraordinary character and that, in the event that any Party violates or fails or refuses to perform any covenant or agreement made by it in

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this Agreement, the non-breaching Party may be without an adequate remedy at law. The Parties agree, therefore, that in the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party in this Agreement, the non-breaching Party may, subject to the terms of this Agreement and in addition to any remedies at law for damages or other relief, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.
ARTICLE VIII
INDEMNIFICATION
Section 8.1     Indemnification Obligations of the Partners . Subject to the other terms of this ‎Article VIII , the Partners will, severally and not jointly, indemnify, defend and hold harmless Quanta, the Purchasers, each Acquired Company, Quanta’s Affiliates, and each of their respective shareholders, officers, directors, members, managers, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (in each case other than the Partners) (collectively, the “ Purchaser Indemnified Parties ”) from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement, out-of-pocket costs of investigation and reasonable fees and expenses of outside legal counsel) (collectively, “ Losses ”) resulting from, arising out of, relating to or in connection with:
(a)     any breach or inaccuracy of any representation or warranty made by any of the Partners in this Agreement or in any of the Partner Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement) as of the Closing Date, or by any of the Acquired Companies in any certificate, agreement, document or other instrument to be executed and delivered by an Acquired Company in connection with the transactions contemplated by this Agreement (other than any Employment Agreement or Related-Party Lease Agreement);
(b)     any breach of any covenant, agreement or undertaking made by any of the Partners in this Agreement or in any of the Partner Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement), or any breach of any covenant, agreement or undertaking made by any of the Acquired Companies in connection with the transactions contemplated by this Agreement (other than in any Employment Agreement or Related-Party Lease Agreement);
(c)     any fraud, intentional misrepresentation, willful misconduct, criminal act or bad faith of any of the Partners in connection with this Agreement or any of the Partner Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement) or any fraud, intentional misrepresentation, willful misconduct, criminal act or bad faith, at or prior to Closing, of any the Acquired Companies in connection with the transactions contemplated by this Agreement;
(d)     (i) any personal injury, third party premises liability, collision, third party property and casualty loss and other similar claims, in each case relating to any work performed for

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customers in periods prior to the Closing (but not including any such claims from employees of the Acquired Companies) or (ii) any customer contract obligations relating to periods prior to the Closing (collectively, “ Customer-Related Claims ”);
(e)     any Action set forth in Schedule 2.11 or any other Known existing or Known potential Action;
(f)     any Closing Date Debt or Transaction Payments that are not included in the calculation of Closing Date Debt or Transaction Payments, respectively, as set forth on Schedule 1.2 hereto;
(g)     any guarantee, indemnity or other security granted by any Acquired Company for the benefit of any Related Party (other than any other Acquired Company);
(h)     any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the Acquisition or the other transactions contemplated by this Agreement that were incurred by any of the Partners, any Acquired Company or any of their respective Affiliates, or any officers, directors, managers or employees of any Acquired Company or any such Affiliate (including any fees of any broker, finder or investment banker identified on Schedule 2.29 ) (such fees, collectively, being referred to herein as “ Broker Fees ”);
(i)     any matters set forth on Schedule 8.1‎(i) ;
(j)     any Taxes of any of the Partners (excluding the Purchasers’ share of any such Taxes that are described in Section 4.5(e) ); and
(k)     (i) a Pre-Closing Tax Excess Amount or Straddle Period Tax Excess Amount, (ii) without duplication of ‎Section 8.1(k)(i) , any and all Taxes imposed on any of the Acquired Companies or with respect to any assets of the Acquired Companies for any Tax period (or portion thereof determined under the principles of ‎Section 4.5(c) ) ending on or prior to the Closing Date, (iii) Taxes arising by virtue or as a result of the transactions contemplated by this Agreement (excluding the Purchasers’ share of any Taxes described in ‎ Section 4.5(e) ), or (iv) the unpaid Taxes of any Person other than an Acquired Company by reason of an Acquired Company being or having been a member of a consolidated, combined or unitary group at any time prior to the Closing, by reason of an Acquired Company being a transferee or successor, by contract, or otherwise, except in each case in clauses (i) through (iv) above to the extent such liability has been included in the computation of Closing Date NWC.
The Losses of the Purchaser Indemnified Parties described in this ‎Section 8.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the “ Purchaser Losses .” For purposes of clarification and notwithstanding anything to the contrary contained herein, “severally and not jointly” in this Section 8.1 means that each Partner is liable only for its proportionate share of the Purchaser Losses (subject to the limitations contained herein), calculated based on such Partner’s Pro Rata Share, and no Partner shall be liable for aggregate Purchaser Losses in excess of such Partner’s Pro Rata Share thereof; provided , however , that the indemnification obligations of each Partner with respect to any Purchaser Losses arising under (x)

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Section 8.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 2.2 (Authorization), the last sentence of Section 2.4(b) (Capitalization), Section 2.5 (Absence of Restrictions and Conflicts; Consents), and Section 9.2 (Economic Risk; Sophistication; Accredited Investors) shall be limited only to breaches and inaccuracies of such representation or warranty by such Partner (for Purchaser Losses up to its Pro Rata Share of the Purchase Price) and no Partner shall be responsible for the breach or inaccuracy of such representations and warranties by any other Partner and (y) Section 8.1(b) with respect to any covenant, agreement or undertaking that is to be performed by a Partner in its individual capacity, including, but not limited to, the covenants, agreements and undertakings set forth in Section 4.4 and Section 9.3 , shall be limited only to breaches thereof by such Partner (for Purchaser Losses up to its Pro Rata Share of the Purchase Price) and no Partner shall be responsible for the breach thereof by any other Partner (collectively, the matters referenced in the foregoing clauses (x) and (y) are referred to herein as the “ Partner Individual Claims ”).

Section 8.2     Indemnification Obligations of the Purchasers and Quanta . Subject to the other terms of this ‎Article VIII , the Purchasers and Quanta will jointly and severally indemnify, defend and hold harmless the Partners, their Affiliates, and each of their respective shareholders, officers, directors, members, managers, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “ Partner Indemnified Parties ”) from, against and in respect of any and all Losses arising out of, relating to or in connection with:
(a)     any breach or inaccuracy of any representation or warranty made by the Purchasers or Quanta in this Agreement or in any of the Purchaser Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement);
(b)     any breach of any covenant, agreement or undertaking made by the Purchasers or Quanta in this Agreement or in any of the Purchaser Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement);
(c)     any fraud, intentional misrepresentation, willful misconduct, criminal act or bad faith of the Purchasers or Quanta in connection with this Agreement or the Purchaser Ancillary Documents (other than any Employment Agreement or Related-Party Lease Agreement);
(d)     after the Closing, the Closing Date Debt and Transaction Payments included in the calculation of the Closing Date Debt and Transaction Payments, respectively, as set forth on Schedule 1.2 hereto; and
(e)     any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the Acquisition or the other transactions contemplated by this Agreement that were incurred by the Purchasers, Quanta or any of their respective Affiliates or any officers, directors or employees of the Purchasers, Quanta or any of their respective Affiliates.
The Losses of the Partner Indemnified Parties described in this ‎Section 8.2 as to which the Partner Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “ Partner Losses .”

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Section 8.3     Indemnification Procedure .
(a)     Promptly, but in any event within thirty (30) days after receipt by a Purchaser Indemnified Party or a Partner Indemnified Party (hereinafter referred to, as applicable, as an “ Indemnified Party ”) of notice by a third party (including any Governmental Entity) of any Action with respect to which such Indemnified Party may be entitled to receive payment hereunder for any Purchaser Losses or any Partner Losses (as the case may be), such Indemnified Party will notify the Partners, on the one hand, or the Purchasers and Quanta, on the other hand, as the case may be (in such capacity, the Partners or the Purchasers and Quanta, as applicable, are hereinafter referred to as an “ Indemnifying Party ”), in writing, of any such Action, which notice shall specify in reasonable detail the basis for such claim and the nature of the Loss; provided , however , that (x) the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such Action only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such Action and (y) no such notice shall be required with respect to any of the matters set forth on Schedule 2.11 . Unless (i) the Indemnified Party shall have received advice from its selected counsel that a conflict of interests exists that would make joint representation inappropriate, (ii) if the Partners are the Indemnifying Party, such Action seeks an injunction or other equitable relief against any Indemnified Party, (iii) upon written request of the Indemnified Party at any time, the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend and provide indemnification with respect to such Action or (iv) the Action involves any of the matters covered by ‎Section 8.1(e) , the Indemnifying Party will have the right, at its sole expense, to assume the defense of such Action, upon written notice delivered to the Indemnified Party within ten (10) days after receiving such notice and, with respect to each Action for which it has assumed the defense under this ‎Section 8.3(a) , to maintain the defense of such Action, in each case, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its unqualified obligation to fully indemnify the Indemnified Party pursuant to this ‎Article VIII with respect to each Action for which the Indemnifying Party has assumed the defense under this ‎Section 8.3(a) , and the Indemnifying Party agrees to its unqualified obligation to fully indemnify the Indemnified Party pursuant to ‎ Article VIII with respect to each Action for which the Indemnifying Party maintains the defense. In the event, however, that (A) the Indemnifying Party declines or fails to (1) assume or maintain the defense of the Action, (2) provide reasonable assurance to the Indemnified Party of its financial capacity to defend and provide indemnification with respect to such Action or (3) employ counsel reasonably satisfactory to the Indemnified Party, in any case, on the terms provided above, or (B) the Indemnified Party shall have received advice from its selected counsel that a conflict of interests exists that would make joint representation inappropriate, then such Indemnified Party may employ counsel to represent or defend it in any such Action, and the Indemnified Party’s reasonable fees and disbursements of such counsel shall be considered Losses for purposes of this Article VIII ; provided , however , that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Action. The Indemnifying Party shall use its reasonable best efforts to maintain the defense of each Action for which it has assumed the defense under this ‎Section 8.3(a)

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and of each Action related to the matters covered by ‎Section 8.1(e) . In any Action with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming or maintaining the defense of such Action, will have the right to participate in such matter and to retain its own counsel at such Person’s own expense, so long as, in the event the Indemnifying Party fails to assume or maintain the defense of any such Action, the Indemnifying Party acknowledges in writing to the Indemnified Party that it is, without qualification, obligated to fully indemnify the Indemnified Party pursuant to this Article VIII with respect to such Action pays the amounts required hereunder, including the reasonable fees and disbursements of the Indemnified Party’s counsel as incurred; provided that, for the avoidance of doubt, the fees and expenses incurred by the Indemnified Party prior to the assumption of any Action by the Indemnifying Party shall be considered Losses for purposes of this Article VIII , and such fees and expenses shall be borne by the Indemnified Party only to the extent that the Indemnifying Party has already properly assumed and maintained such defense; provided , however , that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Action. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnified Party or the Indemnifying Party, as the case may be, reasonably and promptly apprised of the status of the defense of any Action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such Action; provided , however , that, in the event the Indemnifying Party fails to assume or maintain the defense of any such Action, the Indemnified Party will have no such obligations unless the Indemnifying Party acknowledges in writing to the Indemnified Party that it is, without qualification, obligated to fully indemnify the Indemnified Party pursuant to this Article VIII with respect to such Action pays the amounts required hereunder, including the reasonable fees and disbursements of the Indemnified Party’s counsel as incurred. Notwithstanding anything to the contrary in this Agreement, the Purchasers shall assume and control the defense of any Action with respect to Taxes involving a Straddle Period; provided , however , that the Purchasers may not settle or compromise any claim or consent to the entry of any judgment with respect to such Action that would give rise to an indemnification obligation under ‎Section 8.1 without the prior written consent of the Partners, which consent shall not be unreasonably withheld, conditioned or delayed.
(b)     No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) the Indemnifying Party does not assume or fails to maintain the defense of such claim pursuant to ‎Section 8.3(a) or (ii) such settlement, compromise or consent (A) includes an unconditional release of each Indemnifying Party from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of any Indemnifying Party, (C) does not contain any equitable order, judgment or term which in any manner adversely affects, restrains or interferes with the business of any Indemnifying Party or any Indemnifying Party’s Affiliates and (D) does not and will not result in any increase in Taxes of any Indemnifying Party or any Indemnifying Party’s Affiliate, or adverse effect on Taxes of any Indemnifying Party or any Indemnifying Party’s Affiliate, for any taxable period or portion thereof ending on or prior to the Closing Date. An Indemnifying Party may not, without the prior written

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consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (1) includes an unconditional release of each Indemnified Party from all liability arising out of such claim, (2) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of any Indemnified Party, (3) does not contain any equitable order, judgment or term which in any manner adversely affects, restrains or interferes with the business of any Indemnified Party or any Indemnified Party’s Affiliates and (4) does not and will not result in any increase in Taxes of any Indemnified Party or any Indemnified Party’s Affiliate, or adverse effect on Taxes of any Indemnified Party or any Indemnified Party’s Affiliate, for any taxable period or portion thereof after the Closing Date.
(c)     A claim for indemnification by an Indemnified Party for any matter not involving an Action by a third party shall be asserted by written notice to the Indemnifying Party from whom indemnification is sought. Such notice will specify in reasonable detail the basis for such claim and the nature of the Loss. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days of the final determination of the merits and amount of such claim, the Indemnifying Party will pay to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder.
Section 8.4     Claims Period . For purposes of this Agreement, a “ Claims Period ” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement shall begin on the Closing Date and terminate as follows:
(a)     with respect to any Purchaser Losses arising (i) under ‎Section 8.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 2.1 (Organization), Section 2.2 (Authorization), Section 2.3 (Investments and Subsidiaries), Section 2.4 (Capitalization), Section 2.21 (Transactions with Affiliates), Section 2.29 (Brokers, Finders and Investment Bankers), the first sentence of Section 2.30 (Business Assets) and Section 9.2 (Economic Risk; Sophistication; Accredited Investors) (collectively, the “ Fundamental Representations ”) or (ii) under any of Section 8.1(b) , ‎Section 8.1(c) and ‎Section 8.1(e) through and including ‎Section 8.1(j) , the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation);
(b)     with respect to any Purchaser Losses arising under ‎Section 8.1(a) , (i) with respect to any breach or inaccuracy of any representation or warranty in Section 2.14 (Taxes) or Section 2.16 (Company Benefit Plans), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations and (ii) with respect to any breach or inaccuracy of any representation or warranty in Section 2.19 (Environmental, Health and Safety Matters) (such representations and warranties in clauses (i) and (ii) collectively, the “ Special Representations ”), the Claims Period shall terminate on the date that is five (5) years after the Closing Date;

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(c)     with respect to any Purchaser Losses arising under ‎Section 8.1(i) , that (i) would constitute a breach or inaccuracy of a Fundamental Representation (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation); (ii) would constitute a breach or inaccuracy of any representation or warranty in Section 2.14 (Taxes) or Section 2.16 (Company Benefit Plans) (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations; and (iii) would constitute a breach or inaccuracy of any representation or warranty in ‎Section 2.19 (Environmental, Health and Safety Matters) (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall terminate on the date that is five (5) years after the Closing Date;
(d)     with respect to any Purchaser Losses arising under ‎Section 8.1(k) , the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations;
(e)     with respect to any Partner Losses arising (i) under Section 8.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 3.1 (Organization), Section 3.2 (Authorization) and Section 3.4 (Brokers, Finders and Investment Bankers) or (ii) under any of Section 8.2(b) through and including ‎ Section 8.2(e) , the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including any applicable statutes of limitation); and
(f)     with respect to all other Purchaser Losses or Partner Losses arising under this Agreement, the Claims Period shall terminate on the date that is two (2) years after the Closing Date.
Notwithstanding the foregoing, if, prior to 11:59 p.m. local time in Houston, Texas on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Section 8.5     Other Limitations .
(a)     De Minimis Threshold; Deductible . Notwithstanding anything to the contrary set forth herein, a Partner shall not be liable to the Purchaser Indemnified Parties for indemnification under ‎Section 8.1(a) or Section 8.1(d) for Purchaser Losses (i) unless any such Purchaser Loss (or series of related Purchaser Losses) exceeds $50,000 (the “ De Minimis Threshold ”); and (ii) until the aggregate amount of Purchaser Losses allowable under clause (i) exceeds $3,500,000 (the “ Deductible ”); provided , however , that (A) in the event Purchaser Losses exceed the Deductible, the Partners shall only be liable for Purchaser Losses in excess of the Deductible; and (B) any claim for any breach of any of the Fundamental Representations, the Special Representations and the representations made in ‎Section 2.9(b) (Known Long-Term Liabilities) and ‎Section 2.24(a) (Accounts Receivable) shall not be subject to the De Minimis Threshold or the Deductible and shall not count

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against the De Minimis Threshold or the Deductible; provided, further , that, notwithstanding anything contained herein to the contrary, including whether any such Purchaser Loss may constitute a breach of a representation or warranty, any Purchaser Loss for which the Partners are liable pursuant to ‎Section 8.1(b) , ‎ Section 8.1(c) and ‎Section 8.1(e) through ‎ Section 8.1(k) shall not be subject to the De Minimis Threshold or the Deductible and shall not count against the De Minimis Threshold or the Deductible. For the avoidance of doubt, Purchaser Losses not in excess of the De Minimis Threshold shall not be aggregated for purposes of calculating the Deductible pursuant to clause (ii) above.
(b)     Maximum Liability .
(i)     Subject to the other terms of this Agreement, including this Section 8.5(b) , the aggregate amount of all Purchaser Losses for which a Partner shall be liable pursuant to ‎Section 8.1(a) shall not exceed an amount equal to ten percent (10%) of such Partner’s Pro Rata Share of the Purchase Price (the “ 10% Cap ”); provided , however , that:
(A)     any Purchaser Loss arising out of or relating to any breach of any of the Fundamental Representations, the Special Representations and the representations and warranties made in ‎ Section 2.9(b) (Known Long-Term Liabilities) and ‎Section 2.24(a) (Accounts Receivable) shall not be subject to the 10% Cap;
(B)     any Purchaser Loss for which the Partners are liable pursuant to ‎Section 8.1(b) through ‎ Section 8.1(k) shall not be subject to the 10% Cap;
(C)     for the avoidance of doubt, notwithstanding that any Purchaser Loss referred to in the preceding clauses (A) or (B) may also arise out of or relate to a breach of a representation or warranty for which indemnification would otherwise be available pursuant to ‎ Section 8.1(a) , no such Purchaser Loss referred to in the preceding clauses (A) or (B) shall be included in calculating whether or not the 10% Cap has been reached or exceeded; and
(D)     with respect to any Purchaser Loss subject to, or eligible for, indemnification pursuant to ‎Section 8.1(d) , no Partner shall be liable for such Purchaser Loss under ‎Section 8.1(a) , except to the extent (1) such Purchaser Loss arises out of or relates to a breach of any Fundamental Representations, the Special Representations and the representations and warranties made in ‎ Section 2.9(b) (Known Long-Term Liabilities) and ‎Section 2.24(a) (Accounts Receivable); and (2) the Claims Period with respect to Purchaser Losses under ‎Section 8.1(d) has then expired, but the Claims Period with respect to the applicable representation or warranty giving rise to indemnification liability under ‎Section 8.1(a) has not then expired.

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(ii)     The aggregate amount of all Purchaser Losses for which a Partner shall be liable pursuant to ‎Section 8.1(d) shall not exceed (without aggregating with any other Purchaser Loss indemnifiable pursuant to ‎Section 8.1(b) through ‎Section 8.1(c) or ‎Section 8.1(e) through Section 8.1(k) ), an amount equal to (x) twenty-five percent (25%) of such Partner’s Pro Rata Share of the Purchase Price for claims made during the period commencing on the Closing Date and ending on the six (6) month anniversary of the Closing Date (the “ First Set Claims ”), (y) seventeen and one-half percent (17.5%) of such Partner’s Pro Rata Share of the Purchase Price (the “ 17.5% Claims Cap ”) for claims made during the period commencing on the six (6) month anniversary of the Closing Date and ending on the one (1) year anniversary of the Closing Date (the “ Second Set Claims ”) and (z) ten percent (10%) of such Partner’s Pro Rata Share of the Purchase Price (the “ 10% Claims Cap ” and, collectively with the 25% Claims Cap and the 17.5% Claims Cap, the “ Customer Claims Caps ”) for claims made during the period commencing on the one (1) year anniversary of the Closing Date and ending on the two (2) year anniversary of the Closing Date (the “ Third Set Claims ”); provided, however, that:
(A)     any Purchaser Loss arising out of or relating to any breach of any of the Fundamental Representations, the Special Representations, the representations and warranties made in ‎Section 2.9(b) (Known Long-Term Liabilities) and ‎Section 2.24(a) (Accounts Receivable) shall not be subject to the Customer Claims Caps;
(B)     any Purchaser Loss for which the Partners are liable pursuant to ‎Section 8.1(b) , ‎Section 8.1(c) or Section 8.1(e) through Section 8.1(j) shall not be subject to the Customer Claims Caps;
(C)     for the avoidance of doubt, notwithstanding that any Purchaser Loss referred to in the preceding clauses (A) or (B) may also arise out of or relate to Customer-Related Claims, no such Purchaser Loss referred to in the preceding clauses (A) or (B) shall be included in calculating whether or not any Customer Claims Cap has been reached or exceeded; and
(D)     the aggregate amount of all Purchaser Losses for which a Partner shall be liable pursuant to ‎Section 8.1(d) in connection with (x) Second Set Claims shall give effect to any Purchaser Losses arising in connection with First Set Claims such that for purposes of calculating the 17.5% Claims Cap described in clause (y) above, Purchaser Losses arising in connection with the First Set Claims shall be applied towards such 17.5% Claims Cap and (y) Third Set Claims shall give effect to any Purchaser Losses arising in connection with First Set Claims and Second Set Claims such that for purposes of calculating the 10% Claims Cap described in clause (z) above, Purchaser Losses arising in connection with First Set Claims and Second Set Claims shall be applied towards such 10% Claims Cap.

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(iii)     Subject to the other limitations contained in this Agreement, (A) except for Purchaser Losses arising under ‎ Section 8.1(c) , the aggregate indemnification obligations of a Partner under ‎Section 8.1 shall be limited to an amount equal to one-hundred percent (100%) of such Partner’s Pro Rata Share of the Purchase Price and (B) except for Partner Losses arising under ‎Section 8.2(c) , the aggregate indemnification obligations of the Purchasers and Quanta under ‎Section 8.2 shall be limited to an amount equal to the Purchase Price.
(c)     Determination of Losses . For purposes of determining Purchaser Losses pursuant to this ‎Article VIII and for purposes of determining whether there has been a breach or alleged breach of any representation or warranty by any Partner, all qualifications in such representation or warranty referencing the terms “material,” “materiality,” “material adverse effect,” “Material Adverse Effect,” or other terms of similar import or effect shall be disregarded; provided , however , that this Section 8.5(c) shall not apply to the representations and warranties contained in the final sentence of Section 2.10(a) , Section 2.11 , Section 2.13(p) and the first sentence of Section 2.20(b) .
(d)     Insurance Recovery . The amount of any Purchaser Losses shall be calculated net of any amounts that Quanta or any of its subsidiaries (including the Acquired Companies) receive under insurance policies with respect thereto (in each case net of any costs or expenses incurred by the Purchaser Indemnified Parties in connection with securing or obtaining such proceeds, including any deductibles, co-payments, self-insurance or retention amounts, any retroactive or retrospective premium adjustments, and the reasonable estimate, by Quanta, of the amount of any future premium adjustments or other chargebacks solely with respect to the period ending five (5) full policy years after the date of payout of insurance proceeds with respect to the event or occurrence giving rise to such Purchaser Loss), in each case only to the extent arising out of or related thereto). The Purchasers agree to use commercially reasonable efforts to seek insurance recovery with respect to any such claim for such Losses under such insurance policies; provided , however , that “commercially reasonable efforts” for purposes of this Section 8.5(d) shall not include the commencement or threat of litigation or the expenditure of third party expenses; provided , further , that such obligation (and the availability of such insurance policies or the timing of any such recovery thereunder) shall not affect the Purchaser Indemnified Parties’ ability to exercise the remedies available to them under this Article VIII . In the event that an insurance recovery is made by a Purchaser Indemnified Party with respect to any ‎Loss for which any such Purchaser Indemnified Party has been indemnified hereunder, then a refund ‎equal to the aggregate amount of the insurance recovery (up to the amount paid to such Purchaser ‎Indemnified Party pursuant to the provisions of Article VIII hereof) shall be made promptly to the ‎Indemnifying Party ( in each case net of any costs or expenses incurred by such Purchaser Indemnified ‎Party in connection with securing or obtaining such proceeds as set forth in the first sentence of this ‎Section 8.5(d) ).‎
(e)     Closing Date NWC . Notwithstanding anything to the contrary set forth in this Article VIII , no Partner shall have any obligation to indemnify any Purchaser Indemnified Party pursuant to this Article VIII for any Purchaser Loss to the extent that such amount is specifically included as a liability in the calculation of the Closing Date NWC as finally determined under ‎Section

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1.5(d) , and the amount thereof shall not be applied against the Deductible.
(f)     In no event shall any Indemnifying Party be liable to any Indemnified Party under this Article VIII or otherwise for any punitive damages or any indirect, special or consequential damages that are speculative or remote (except to the extent such damages are reasonably foreseeable) relating to the breach or alleged breach of this Agreement, except, in each case, to the extent any such damages are paid in respect of a third party claim.
Section 8.6     Investigations . The investigations and inquiries made by or on behalf of the Purchasers and Quanta and the information, materials and documents supplied to the Purchasers and Quanta and/or their respective representatives in connection with their review of the Acquisition, the Acquired Companies and the businesses of the Acquired Companies shall not (and were not intended to) limit or affect the representations and warranties of any of the Partners or relieve any of them from any of their respective obligations and liabilities in respect thereof. The respective representations and warranties of the Parties contained in this Agreement or in any certificate or other document delivered by any Party prior to the Closing and the rights to indemnification set forth in this ‎Article VIII will not be deemed waived or otherwise affected by any investigation made by a Party to this Agreement.
Section 8.7     Purchase Price Adjustments; Taxation of Escrow Amount . Any payment of a claim of indemnification pursuant to this Article VIII shall be deemed to be an adjustment to the Purchase Price. For all relevant Tax purposes, and to the extent permitted by Applicable Laws, the Parties will treat the Escrow Fund as an asset of the Purchasers until the release thereof to the Partners or the Purchasers, as applicable, and the Purchasers shall pay all Taxes on any interest or other income earned with respect to the Escrow Fund until it is released to the Partners or the Purchasers, as applicable.
Section 8.8     Escrow .
(a)     Other than with respect to any Unpaid Amounts, any indemnification to which a Purchaser Indemnified Party is entitled under this Agreement shall first be made as a payment to the Purchaser Indemnified Party from the Escrow Fund in accordance with the terms of the Escrow Agreement.
(b)     All claims for indemnification asserted by a Purchaser Indemnified Party under ‎Section 8.1 during the period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “ Escrow Period ”) that are not resolved and satisfied (including the obligation to pay any such indemnity claim) shall be deemed to be “ Pending Claims .” The dollar amount of all Losses claimed in good faith in respect of Pending Claims is hereinafter referred to as the “ Pending Claim Amount .”
(c)     If, on the first Business Day following the last day of the Escrow Period (the “ Release Date ”), the amount remaining in the Escrow Fund (the “ Escrow Account Balance ”) exceeds the Pending Claim Amount, if any, the Escrow Agent shall release and deliver to the Partners Representative (on behalf of the Partners), in accordance with the Escrow Agreement, the amount of such excess, as set forth below and in the Escrow Agreement. If, on the Release Date, the Pending

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Claim Amount, if any, exceeds or is equal to the Escrow Account Balance, the Escrow Account Balance will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such Pending Claims have been fully resolved, and the Escrow Agreement shall be deemed to be extended accordingly.
(d)     Notwithstanding any amount of the Escrow Account Balance being released and delivered to the Partners Representative pursuant to ‎Section 8.8(c) , the Partners acknowledge that the Purchasers’ right to the Escrow Fund pursuant to ‎Section 8.8(a) is a non-exclusive remedy, and the Partners shall remain liable for any Purchaser Losses pursuant to ‎Section 8.1 to the extent provided, and subject to the limitations set forth, in this ‎Article VIII .
Section 8.9     Exclusive Remedy . Except with respect to (i) the Partners’ obligations under ‎Section 4.4 and ‎Section 8.1(c) , (ii) any obligations in respect of any Employment Agreement or Related-Party Lease Agreement, (iii) specific performance and equitable remedies, and (iv) remedies that cannot be waived under Applicable Laws, the foregoing indemnification provisions in this ‎Article VIII and the offset rights of Purchaser under ‎Section 11.6 shall be the sole and exclusive remedies of the Purchaser Indemnified Parties and the Partner Indemnified Parties for any Losses and any and all claims arising under, out of or related to this Agreement and the transactions contemplated hereby.
ARTICLE IX
QUANTA COMMON STOCK
Section 9.1     Compliance with Law . The Partners acknowledge that the issuance of the Restricted Shares has not been and will not be registered under the Securities Laws and, therefore such Restricted Shares may not be offered for resale or resold without compliance with the Securities Laws. Each Partner covenants, warrants and represents that none of the Restricted Shares will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Laws and the rules and regulations of the SEC and any applicable state securities regulatory authority (including holding the Restricted Shares for at least six (6) months or such other period as required by Rule 144 under the Securities Act). Certificates representing the Restricted Shares shall bear the following legend:
These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. These securities may not be sold or offered for sale, pledged, hypothecated or otherwise transferred, except (i) pursuant to effective registration under the Securities Act and any applicable state securities laws or (ii) pursuant to an available exemption from such registration. Hedging transactions may not be conducted with respect to these securities unless in compliance with the Securities Act.

Each Partner consents to Quanta making a notation on its records or giving stop transfer or other instructions to any transfer agent of Quanta in order to implement the restrictions on transfer of the Restricted Shares set forth in this ‎Article IX .


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Section 9.2     Economic Risk; Sophistication; Accredited Investors . Each Partner represents and warrants to the Purchasers and Quanta that as of the Closing Date and the Earnout Payment Date, if shares of Quanta Common Stock are then issued:
(a)     The Restricted Shares are being or will be acquired by such Partner solely for such Partner’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution;
(b)     Such Partner is able to bear the economic risk of an investment in the Restricted Shares and can afford to sustain a total loss of such investment;
(c)     Such Partner has such knowledge and experience in financial and business matters such that such Partner is capable of evaluating the merits and risks of the proposed investment and therefore has the capacity to protect such Partner’s own interests in connection with the acquisition of the Restricted Shares pursuant hereto;
(d)     Such Partner is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act;
(e)     Such Partner or such Partner’s representative has had an adequate opportunity to ask questions and receive answers from the officers of the Purchasers and Quanta concerning, among other matters, the Purchaser, Quanta, their respective management, their plans for the operation of their businesses and potential additional acquisitions;
(f)     Such Partner acknowledges that such Partner or such Partner’s representative has obtained copies of Quanta’s most recent Annual Report on Form 10-K as filed with the SEC (the “ Most Recent Annual Report ”), Quanta’s Proxy Statement for its most recent Annual Meeting of Shareholders as filed with the SEC, and each of Quanta’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC since the filing of Quanta’s Most Recent Annual Report, and represents that such Partner has had an adequate opportunity to carefully review such materials and any other information concerning Quanta that such Partner deems necessary or appropriate to evaluate the merits and risks of the proposed investment in Quanta Common Stock contemplated herein; and
(g)     Such Partner acknowledges that the Restricted Shares being acquired by such Partner were not offered to such him or it by means of publicly disseminated advertisements or sales literature, nor is such Partner aware of any offers made to any other Partner by such means.
Section 9.3     Restriction on Sale or Other Transfer of Restricted Shares . Each Partner covenants, agrees, warrants and represents that (a) (i) with respect to 50% of the Stock Consideration, from and after the Closing Date to the period ending one (1) year following the Closing Date; (ii) with respect to 50% of the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; (iii) with respect to 50% of the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending one (1) year following the Earnout Payment Date; (iv) with respect to 50% of the Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date, such

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Partner will not, directly or indirectly transfer, sell, pledge, gift or otherwise dispose of or otherwise encumber any of such Restricted Shares; and (b) (i) with respect to the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; and (ii) with respect to the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date (each such period referred to in clauses (a)(i) , (a)(ii) , (a)(iii) , (a)(iv) , (b)(i) and (b)(ii) , a “ Lock-up Period ”) such Partner will not, directly or indirectly, engage in any put, call, short-sale, hedge, straddle, forward sale or similar transaction with respect to any Restricted Shares or any other securities of Quanta. Without limiting the generality of the foregoing, after the applicable Lock-up Period, such Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, only after full compliance with all of the applicable provisions of the Securities Laws. Certificates representing the Restricted Shares shall bear the following legend, which shall reflect the Lock-up Periods, in addition to the legend under Section 9.1 :
These securities are subject to a contractual restriction on transfer and may not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of during the period of such contractual restriction without the prior written consent of Quanta Services, Inc.

Section 9.4     Insider Trading . The Partners acknowledge that they may become aware of “material nonpublic information” (as defined under applicable Securities Laws) regarding Quanta and its Affiliates, including the transactions contemplated by this Agreement. Each of the Partners understands that Securities Laws prohibit trading in securities of Quanta while in possession of any such material nonpublic information and restrict the disclosure of such information to others.
Section 9.5     NYSE Listing; Removal of Legends . Within thirty (30) days after the applicable Closing Date (with respect to Stock Consideration) or the Earnout Payment Date (with respect to Contingent Stock Consideration), Quanta shall file a final supplemental listing application with the NYSE to list the Stock Consideration or Contingent Stock Consideration, as applicable, for trading on the NYSE. Upon the later of (i) the expiration of the applicable Lock-up Period and (ii) the expiration of any applicable holding period under Rule 144 under the Securities Act and any other Securities Laws, the expiration of the period for current public information to be made available by Quanta under Rule 144 and satisfaction of all other conditions to the availability of Rule 144 under the Securities Act, Quanta agrees that, upon the written request of any Partner and Quanta’s receipt from such Partner of all appropriate documentation, Quanta will promptly cause new certificates without legends to be issued in exchange for the certificates initially issued to such Partner representing the applicable portion of the Stock Consideration or Contingent Stock Consideration, as applicable.

ARTICLE X
PARTNERS REPRESENTATIVE
Section 10.1     Appointment of the Partners Representative . Each Partner hereby irrevocably constitutes and appoints Joe Durham (the “ Partners Representative ”), as such Partner’s true and lawful

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attorney-in-fact and agent in connection with the performance of this Agreement and the transactions contemplated hereby, with full power and authority in the name and on behalf of such Partner as set forth in ‎Section 10.2. This power of attorney is granted and conferred in consideration of and for the purpose of completing the transactions contemplated by this Agreement. Subject to ‎Section 10.3(a ), each Partner hereby agrees that this power of attorney pursuant to this Section 10.1 and the authority conferred upon the Partners Representative (i) shall be irrevocable and coupled with an interest, and shall not be terminated by any act of any Partner or by operation of law, whether by the death, incapacity, illness, dissolution or other inability to act of any of the Partners or by the occurrence of any event or events (including the termination of any trust or estate or the dissolution of any corporation, limited liability company, partnership or other entity), and if after the execution hereof any Partner shall die or become incapacitated, or if any other event shall occur before the completion of the transactions contemplated by this Agreement, the Partners Representative is nevertheless authorized and directed to complete the transactions contemplated by this Agreement as if such death, incapacity or other event or events had not occurred and regardless of notice thereof, (ii) may not be amended or rescinded by any Partner except as otherwise agreed in writing by the Partners Representative, such individual Partner and the Purchasers, and (iii) is binding upon the executors, heirs, legal representatives and successors of each Partner. The execution of this Agreement by each Partner shall constitute approval and ratification by each Partner of the appointment of the Partners Representative and the other provisions of this ‎Article X .
Section 10.2     Authority . Subject to ‎Section 10.3(c) , each Partner hereby irrevocably grants the Partners Representative exclusive and full power and authority in the name and on behalf of such Partner to:
(a)     execute and deliver, on behalf of such Partner, and accept delivery of, on behalf of such Partner, such instruments and other documents as the Partners Representative determines, in his sole discretion, to be appropriate to give further effect to the transactions contemplated by this Agreement;
(b)     take all other actions to be taken by or on behalf of any Partner in connection herewith;
(c)     do each and every act and exercise any and all rights which any of the Partner(s) individually or collectively are permitted or required to do or exercise under this Agreement;
(d)     make any determination with respect to the Closing Date NWC, Adjusted EBITDA and Contingent Consideration under ‎Article I ;
(e)     make any determination of or take any action required or permitted to be taken by the Partners Representative under ‎Section 1.10 or ‎Section 4.5 ;
(f)     acknowledge receipt of the payments to be directed to such Partner pursuant to the provisions of this Agreement and to designate the manner of such payments;

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(g)     authorize the Escrow Agent to release the Escrow Fund (or any portion thereof) in accordance with this Agreement and the Escrow Agreement;
(h)     make any determination with respect to any indemnification claim under ‎Article VIII , including but not limited to, (i) dispute or refrain from disputing, on behalf of such Partner, any claim made by Purchaser under this Agreement, (ii) negotiate and compromise, on behalf of such Partner, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement and (iii) execute, on behalf of such Partner, any settlement agreement, release or other document with respect to such dispute or remedy;
(i)     engage attorneys, accountants and agents at the expense of Partners;
(j)     have exclusive power and authority to disburse or direct payments of the Cash Consideration in accordance with ‎Section 1.3 and the Contingent Cash Consideration in accordance with ‎Section 1.7 ;
(k)     have exclusive power and authority to institute legal action or otherwise act on behalf of such Partner with respect to any claims against Purchaser relating to the making of any payments to be directed to such Partner pursuant to the provisions of this Agreement and to control and direct any such claims;
(l)     give such instructions and to take such action or refrain from taking such action, on behalf of such Partner, as the Partners Representative deems, in his sole discretion, necessary or appropriate to carry out the provisions of this Agreement;
(m)     determine, in his sole discretion, the time or times when, purpose for, and manner in which any of the above powers conferred upon the Partners Representative shall be exercised, and the conditions, provisions and covenants of any instrument or document that may be executed by the Partners Representative pursuant to this Article X ; and
(n)     execute and deliver amendments, waivers and consents effective against such Partner;
provided , however , that (x) without the prior written consent of such Partner, the Partners Representative shall not have the authority to (i) amend this Agreement, or grant any consent or waiver hereunder, in a manner that would disproportionately reduce the rights of such Partner relative to the other Partners or as would cause such Partner to have potentially increased personal liability or (ii) negotiate, settle, dispute, refrain from disputing, compromise or exercise any remedies under this Agreement with respect to any Purchaser Loss related to any of the Partner Individual Claims; (y) the Purchasers shall be entitled to rely on any amendment signed by the Partners Representative, subject to the immediately preceding clause (x) and to the extent set forth in ‎Section 10.3 , as if such amendment had been signed by all Partners, and (z) no Purchaser Indemnified Parties shall have any liability or obligation to any Partner with respect to any action taken by such Purchaser Indemnified Party in connection with, resulting from or arising out of any such amendment.


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Section 10.3     Reliance . Each Partner hereby agrees that:
(a)     subject to ‎Section 10.3(c ) and the proviso in Section 10.2 , in all matters in which action by any Partner or the Partners Representative is required or permitted under this Agreement, the Partners Representative is exclusively authorized to make all decisions regarding such Partner, execute all documents and act on behalf of such Partner, notwithstanding any dispute or disagreement among Partners, or between any Partner and the Partners Representative, and Purchaser shall be entitled to rely conclusively on any and all instructions or decisions of, or actions taken by, the Partners Representative in such capacity under this Agreement within the scope of authority granted pursuant to this Article X without any liability to, or obligation to inquire of, any of Partners;
(b)     subject to ‎Section 10.3(c) , the power and authority of the Partners Representative, as described in this Agreement, shall continue in force until all rights and obligations of Partners under this Agreement shall have terminated, expired or been fully performed;
(c)     the holders of a majority of the issued and outstanding Acquired Interests as of immediately prior to the Closing shall have the right, exercisable at any time and from time to time upon written notice delivered to the Purchasers: (i) to remove the Partners Representative, with or without cause and (ii) appoint another natural person to fill the vacancy caused by the death, resignation or removal of the Partners Representative.
Section 10.4     Liability of the Partners Representative . The Partners Representative shall not be liable to any Partner in his capacity as such for any losses or other damages relating to the performance of his duties under this Agreement in such capacity for any errors in judgment, negligence, oversight, breach of duty or otherwise, except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Partners Representative constituted fraud, gross negligence, or were taken or not taken in bad faith. The Partners Representative shall be indemnified and held harmless by Partners (including against all Losses paid or incurred in connection with any action to which the Partners Representative is made a party by reason of the fact that he was acting as the Partners Representative pursuant to this Agreement, provided , however , that the Partners Representative shall not be entitled to indemnification hereunder to the extent it is finally determined by a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Partners Representative constituted fraud or were taken or not taken in bad faith. The Partners Representative shall be protected in acting upon any notice, statement, or certificate believed by the Partners Representative to be genuine and to have been furnished and/or executed by the appropriate person (and the Partners Representative shall have no responsibility to determine the authenticity thereof) and in acting or refusing to act in good faith in any manner. The Partners Representative may seek the advice of outside legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or his duties hereunder in such capacity, and, without limiting the foregoing, Partners Representative shall not be liable to any Partner in his capacity as such, and shall be fully protected with respect to any action taken, omitted or suffered in good faith by the Partners Representative based on such advice.

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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1     Notices . All notices, communications and deliveries under this Agreement will be made in writing signed by or on behalf of the Party making the same, will specify the Section under this Agreement pursuant to which it is given or being made, and will be delivered personally or by facsimile or, to the extent provided in this ‎ Section 11.1 , electronic transmission or sent by registered or certified mail (return receipt requested) or by nationally recognized overnight courier (with evidence of delivery and postage and other fees prepaid) as follows:
If to the Purchasers or Quanta:
Quanta Energy Services, LLC
c/o Quanta Services, Inc.
2800 Post Oak Blvd., Suite 2600
Houston, TX 77056-6175
Attn: General Counsel
Facsimile No.: (713) 629-7639

With a copy to:
Baker Botts L.L.P.
910 Louisiana St.
Houston, TX 77002-4995
Attn: Gene J. Oshman and Jeremy L. Moore
Facsimile No.: (713) 229-2826

If to any of the Partners, to the Partners Representative as follows:

Joseph Michael Durham
*********
*********
Facsimile No.: *********

With a copy to:

Locke Lord LLP
600 Travis St
Houston, TX 77002-2914
Attn: Greg Heath and Bill Swanstrom
Facsimile No.: (713) 229-2551

or to such other representative or at such other address or facsimile number of a Party as such Party may furnish to the other Parties in writing. Any such notice, communication or delivery will be deemed given or made (a) if personally delivered, when so delivered in person, (b) if given by facsimile

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or, to the extent provided in this ‎ Section 11.1 , electronic mail, when transmitted, with written confirmation of transmission, (c) if given by nationally recognized overnight courier, one (1) Business Day after being sent by nationally recognized overnight courier, or (d) if given by registered or certified mail, upon the date of delivery as confirmed in writing.

Section 11.2     Schedules and Exhibits . The Schedules and Exhibits to this Agreement are hereby incorporated into this Agreement and are hereby made a part of this Agreement as if set out in full in this Agreement.
Section 11.3     Assignment; Successors in Interest . No assignment or transfer by any Party of its rights and obligations under this Agreement will be made except with the prior written consent of the other Parties to this Agreement; provided , that each Purchaser shall, without the obligation to obtain the prior written consent of the Partners, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to any one or more Affiliates of such Purchaser and, provided , further , that, without obtaining the prior written consent of the Partners, Quanta and each Purchaser (or any such Affiliate, if applicable) may pledge, assign and grant to Quanta’s and such Purchaser’s (or such Affiliate’s) lenders, for the benefit of such lenders, a continuing security interest and lien on all of Quanta’s, such Purchaser’s or such Affiliate’s right, title and interest in and to this Agreement and any and all related agreements, as security for the payment and performance of all obligations of Quanta, such Purchaser or such Affiliate to such lenders by reason of borrowing or the guarantee of borrowing, or otherwise; provided , however , that no assignment permitted by this Section 11.3 will relieve Quanta or the Purchasers of their respective obligations under this Agreement and in any event, the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. Notwithstanding the foregoing, Quanta may assign its rights and obligations under this Agreement to any Person without obtaining the prior written consent of the Partners in connection with any merger, sale of substantially all of Quanta’s assets or other business combination, however structured, involving Quanta, including a Change in Control; provided , however , that the Purchasers and Quanta, as applicable, shall promptly provide the Partners with written notice of any such assignment. This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference to a Party will also be a reference to a successor or permitted assign.
Section 11.4     Number; Gender . Whenever the context so requires, the singular number will include the plural and the plural will include the singular, and the gender of any pronoun will include the other genders.
Section 11.5     Captions . The titles, captions, and table of contents contained in this Agreement are inserted in this Agreement only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement. Unless otherwise specified to the contrary, all references to Articles and Sections are references to Articles and Sections of this Agreement and all references to Schedules or Exhibits are references to Schedules and Exhibits, respectively, to this Agreement.
Section 11.6     Offset . The Purchasers shall have the right to withhold and offset against any amount otherwise due to be paid to the Partners pursuant to this ‎Agreement any amounts to be paid

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to the Purchasers (or any Purchaser Indemnified Party) by the Partners (including any amount related to any amounts due to the Purchasers pursuant to ‎Section 4.9(b) ). The Partners shall have the right to withhold and offset against any amount otherwise due to be paid to the Purchasers or Quanta pursuant to this ‎Agreement any amounts to be paid to the Partners (or any Partner Indemnified Party) by the Purchasers or Quanta (including any amount related to any amounts due to the Partners pursuant to ‎Section 4.9(a) ).
Section 11.7     Guarantee .
(a)     Joseph Michael Durham (the “ Guarantor ”) hereby irrevocably, unconditionally and absolutely guarantees as a primary obligor and not as a surety, to each of the Purchasers and Quanta, the full and timely payment and due and punctual performance and discharge of the obligations of TECAN LP, a Delaware limited partnership (“ Tecan ”), under this Agreement as if the Guarantor was individually responsible for such covenants and obligations (collectively, the “ Obligations ”). The guarantee under this ‎Section 11.7 is an irrevocable, unconditional and absolute guaranty of timely payment and performance of the Obligations and not merely of collection. If for any reason whatsoever the Obligations shall not be fully and timely paid or performed in accordance with this Agreement, the Guarantor shall promptly honor and perform any Obligations to the Purchasers or Quanta, as applicable, hereunder upon demand.
(b)     To the fullest extent permitted by Applicable Law, the obligations of the Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any amendment or modification of the terms of this Agreement; (ii) any dealings or transactions between any of the Purchasers, Quanta or the Partners or any of their respective Affiliates relating to this Agreement, whether or not the Guarantor shall be a party to or cognizant of the same, unless the Purchasers or Quanta shall have waived compliance by Tecan with respect to any such obligations in accordance with the terms of this Agreement; (iii) the failure to give notice to Guarantor of any breach of this Agreement; (iv) the existence of any claim, set-off or other right which the Guarantor may have against any Partner or any other Person, whether in connection with the transactions contemplated by this Agreement or any unrelated transactions; (v) any change in the entity existence (including changes to the certificate of limited partnership, partnership agreement, laws, rules, regulations or powers or any merger, consolidation, liquidation, winding-up or dissolution), structure or ownership of Tecan, or any insolvency, bankruptcy, reorganization or other similar proceeding or transaction affecting Tecan or its assets; or (vi) any incapacity or lack of or limitation on the status, power, authority or legal personality of Tecan or its general partner or agents thereof. The Guarantor shall be entitled to all rights of set-off, counterclaim, deduction and defense that Tecan currently has or hereafter may have pursuant to this Agreement, including any amendment in accordance with the terms of this Agreement, other than those relating to or arising out of any incapacity, bankruptcy, insolvency, liquidation, reorganization or other similar event or condition with respect to Tecan or as otherwise provided in this ‎Section 11.7(b) .
(c)     In connection with this ‎Section 11.7 , the Guarantor unconditionally waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain any Partner; (ii) any right to require the Purchasers or Quanta, as applicable, to proceed first against any Partner or to pursue any other remedy; (iii) any defense based upon an

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election of remedies by any Partner; (iv) any duty of any Partner to advise the Guarantor of any information known to any of the Purchasers or Quanta regarding Tecan or its ability to perform under this Agreement; (v) all suretyship and other defenses of every kind and nature; (vi) all rights to and benefits under any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting any Partner; (vii) requirements of promptness or diligence on the part of any of the Purchasers or Quanta that are not required by this Agreement; (viii) notice of acceptance hereof, of any action taken or omitted in reliance hereon, of any defaults by Tecan in the payment or performance of the Obligations; and (ix) all notices which may be required by Applicable Law or otherwise to preserve any of the rights of the Purchasers or Quanta against the Guarantor.
(d)     The obligations of the Purchasers and Quanta hereunder shall conclusively be deemed to have been created, contracted or incurred in reliance upon the guarantee under this ‎Section 11.7 , and all dealings between the Partners and the Guarantor, on the one hand, and the Purchasers and Quanta, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee under this ‎Section 11.7 .
(e)     None of the Purchasers or Quanta shall be obligated to file any claim relating to any obligation in the event that Tecan becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Purchasers or Quanta to so file shall not affect the Obligations. In the event that any payment by Tecan to the Purchasers or Quanta in respect of any Obligation is rescinded or is otherwise returned as a result of any bankruptcy, reorganization or similar proceeding, the Guarantor shall remain liable hereunder with respect to the Obligations as if such payment had not been made.
(f)     The Guarantor shall not be entitled to be subrogated to any of the rights of any of the Purchasers or Quanta against the Guarantor or any collateral, security or guarantee or right of set-off held by any of the Purchasers or Quanta for the payment or performance of the Obligations, nor shall the Guarantor seek or be entitled to seek any reimbursement from any of the Purchasers or Quanta in respect of performance made by the Guarantor hereunder, until the Obligations are indefeasibly paid and performed in full.
(g)     The Guarantor agrees to promptly take all actions required to timely discharge the Obligations, and the Guarantor acknowledges and agrees that the Purchasers shall be entitled to specific performance against the Guarantor (without the posting of bond or other security) if required to specifically enforce the Obligations. The Guarantor agrees to indemnify and hold the Purchasers or Quanta harmless from and against and to pay all out-of-pocket costs and expenses (including reasonable fees and expenses of outside legal counsel) incurred by or on behalf of any of the Purchasers or Quanta, as applicable, in connection with the collection and/or enforcement of the Guarantor’s obligations under this ‎Section 11.7.
(h)     The Guarantor hereby represents and warrants to each of the Purchasers and Quanta each of the representations and warranties set forth in ‎Section 2.2 , ‎ Section 2.4 and ‎ Section 2.5 with respect to himself, mutatis mutandis .

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(i)     The Guarantor may not assign its rights, interests or obligations hereunder to any other Person without the prior written consent of the Purchasers and Quanta. The guarantee under this ‎Section 11.7 shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full.
Section 11.8     Controlling Law; Amendment . This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference to its choice of law rules. This Agreement may not be amended, modified, or supplemented except by written agreement executed and delivered by all of the Parties.
Section 11.9     Consent to Jurisdiction, Etc.; Waiver of Jury Trial . Except for disputes arising out of or in connection with Closing Date NWC, Adjusted EBITDA and Contingent Consideration which shall be finally resolved by the Expert in accordance with Article I , each of the Parties hereby irrevocably consents and agrees to the exclusive personal jurisdiction of the courts of the State of Texas in Harris County, Texas or the federal courts located in the Southern District of the State of Texas for any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “ Legal Dispute ”). The Parties agree that, after a Legal Dispute is before a court as specified in this ‎Section 11.9 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court, except that in actions seeking to enforce any order of any judgment of such court, such jurisdiction shall be non-exclusive. Each of the Parties hereby waives, and agrees not to assert, as a defense in any Legal Dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each Party hereto agrees that a final judgment in any action, suit, or proceeding described in this Section 11.9 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Laws. THE PARTIES HEREBY WAIVE IRREVOCABLY ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DOCUMENT CONTEMPLATED HEREIN OR OTHERWISE RELATED HERETO.
Section 11.10     Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Laws, the Parties waive any provision of Applicable Laws that renders any such provision prohibited or unenforceable in any respect.
Section 11.11     Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but

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one and the same instrument. Facsimile or scanned and emailed transmission of any signed original document or retransmission of any signed facsimile or scanned and emailed transmission will be deemed the same as delivery of an original. At the request of any Party, the Parties will confirm facsimile or scanned and emailed transmission by signing a duplicate original document.
Section 11.12     No Third-Party Beneficiaries . Except as provided in ‎Article VIII , nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, the Purchaser Indemnified Parties and the Partner Indemnified Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.
Section 11.13     Waiver . Any agreement on the part of a Party to any extension or waiver of any provision of this Agreement will be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation, or warranty will not be construed as a waiver of any other covenant, agreement, obligation, condition, representation, or warranty. A waiver by any Party of the performance of any act will not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.
Section 11.14     Entire Agreement . This Agreement (including the Schedules and Exhibits to this Agreement) and the documents executed pursuant to this Agreement supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter of this Agreement (including, for the avoidance of doubt, that certain Indication of Interest, dated May 9, 2017, between Quanta, Stronghold and Stronghold Specialty and that certain Letter of Intent, dated June 8, 2017, by and among Quanta, Stronghold, Stronghold Specialty and the Partners and, upon Closing, and that certain Confidentiality and Non-Disclosure Agreement dated December 7, 2015, by and between Quanta and Stronghold) and constitute the entire agreement between the Parties.
Section 11.15     Cooperation Following the Closing . Following the Closing, each of the Parties shall deliver to the others such further information and documents and shall execute and deliver to the others such further instruments and agreements as the other Parties shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purposes of this Agreement or to assure to the other Parties the benefits of this Agreement.
Section 11.16     Transaction Costs . Except as otherwise expressly provided herein, (a) the Purchasers and Quanta will pay their own fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement, including the fees, costs and expenses of its financial advisors, accountants and counsel, and (b) the Partners will pay the fees, costs and expenses of the Partners Representative in such capacity and any of the Acquired Companies incurred in connection with this Agreement and the transactions contemplated by this Agreement (including any such fees, costs or expenses incurred in connection with any pre-closing restructuring or transactions undertaken in contemplation of the completion of the transactions contemplated hereby), including the fees, costs and expenses of their financial advisors, accountants and counsel.

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Section 11.17     Knowledge of the Partners . As used in this Agreement, the term “ Knowledge ” or “ Known ” with respect to the Partners shall mean (a) the actual knowledge of any of the Partners or of Joseph Michael Durham, after due and reasonable inquiry of those direct reports to such Partners who could reasonably be expected to be aware with respect to the matters at hand; and (b) facts that any such individual would reasonably be expected to discover or otherwise become aware of in the performance of his or her duties, roles and responsibilities in the ordinary course of business.
Section 11.18     Business Day . As used in this Agreement, the term “ Business Day ” means any day except Saturday, Sunday or any day on which banks are generally not open for business in Houston, Texas.
Section 11.19     Time of the Essence . Time is of the essence with respect to the terms, conditions, agreements, and covenants of this Agreement.
Section 11.20     Construction . This Agreement has been freely and fairly negotiated among the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed also to refer to such law as amended, modified, succeeded or supplemented from time to time and in effect at any given time, and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” do not limit the preceding terms or words and shall be deemed to be followed by “without limitation.” The term “or” has the inclusive meaning represented by the phrase “and/or.” The word “person” includes individuals, entities, and Governmental Entities. Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. Unless the context otherwise requires, the terms “day” and “days” mean and refer to calendar day(s). The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Unless otherwise set forth herein, any reference in this Agreement to any document, instrument or agreement (including this Agreement) (a) includes and incorporates all exhibits, schedules and other attachments thereto, (b) includes all documents, instruments or agreements issued or executed in replacement thereof and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time. In respect of any representation or warranty that an agreement or other document has been provided or delivered to Quanta or the Purchaser, it shall be sufficient for such agreement or document to have been provided or delivered to Quanta or the Purchasers or their designated representatives or for such agreement or document to have been uploaded to the Box.com website established by Quanta for the Acquisition. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance. All references to “Dollars” or “$” shall refer to the lawful currency of the United States of America.
[Signature Pages Follow]


96



IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed, as of the date first above written.

QUANTA ENERGY SERVICES, LLC


By:

/s/ Peter B. O’Brien
Name:
Peter B. O’Brien
Title:
Vice President

QES GP, LLC
By:

/s/ Peter B. O’Brien
Name:
Peter B. O’Brien
Title:
Vice President

QUANTA SERVICES, INC.
By:


/s/ Earl C. Austin, Jr.
Name:
Earl C. Austin, Jr.
Title:
President & Chief Executive Officer

PARTNERS:

HAMDUR, LLC
By:


/s/ Joseph Michael Durham
Name:
Joseph Michael Durham
Title:
Manager

DELLVAR INVESTMENTS, LLC
By:


/s/ Joseph Michael Durham
Name:
Joseph Michael Durham
Title:
Manager



[Signature Page to Securities Purchase Agreement]


TECAN LP

By: Tecan GP LLC, its general partner

By:


/s/ Joseph Michael Durham
Name:
Joseph Michael Durham
Title:
Manager


/s/ France Aufegger
France Aufegger, Individually
 
 
/s/ Christopher Armstrong Box
Christopher Armstrong Box, Individually
 
 
/s/ Ted Anthony Cortez
Ted Anthony Cortez, Individually
 
 
/s/ Donald Lynn Cunningham
Donald Lynn Cunningham, Individually
 
 
/s/ Domingo Ramiro Jimenez
Domingo Ramiro Jimenez, Individually
 
 
/s/ William Cole Mercer
William Cole Mercer, Individually
 
 
/s/ Darrel Ray Pearson
Darrel Ray Pearson, Individually
 
 
/s/ Jose Luis Perez
Jose Luis Perez, Individually
 
 
/s/ Blake Alan Stoehr
Blake Alan Stoehr, Individually
 
 
/s/ Jason Craig Wood
Jason Craig Wood, Individually
 
 
 
 

[Signature Page to Securities Purchase Agreement]


/s/ Joseph Michael Durham
Joseph Michael Durham, as Partners Representative and individually for the limited purposes set forth in Section 11.7

 

[Signature Page to Securities Purchase Agreement]

EMPLOYMENT AGREEMENT
This Employment Agreement (the “ Agreement ”) is entered into between Quanta Services, Inc. (“ Quanta ”) and Paul C. Gregory (“ Employee ”) on this 12 th day of September 2017, but effective as of January 1, 2017 (the “ Effective Date ”).
I. RECITALS
As of the date of this Agreement, the Employer Group (as defined below) is engaged primarily in the business of specialty contracting for customers in the electric power, natural gas, oil, pipeline, renewable energies and telecommunications industries, as well as for transportation, commercial and industrial customers. As such, the Employer Group has developed and continues to develop and use certain trade secrets and other Proprietary and Confidential Information, as hereinafter defined. The Employer Group has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such Proprietary and Confidential Information and promote and increase its good will. Employer (as defined below) and Employee acknowledge and agree that Proprietary and Confidential Information is an asset of particular and immeasurable value to the Employer Group.
Pursuant to this Agreement, Employee shall be employed by Employer in a confidential and fiduciary relationship and such Proprietary and Confidential Information will necessarily be provided to, communicated to, or acquired by Employee by virtue of his employment with Employer.
Based upon the above, Employer desires to retain the services of Employee on its own behalf, as well as on the behalf of its subsidiaries and affiliated companies and, in so doing, protect its Proprietary and Confidential Information subject to the terms and conditions set forth herein.
II. DEFINITIONS
A.     For purposes of this Agreement, “ Employer ” shall mean Quanta or any other affiliated entity that is determined to be the employer of Employee, and “ Employer Group ” shall mean Quanta and its predecessors, designees, successors, and past, present and future operating companies, divisions, subsidiaries and/or affiliates.
B.     As used in this Agreement, “ Proprietary and Confidential Information ” means any and all non-public information or data in any form or medium, tangible or intangible, which has commercial value and which the Employer Group possesses or to which the Employer Group has rights. Proprietary and Confidential Information includes, by way of example and without limitation, information concerning the Employer Group’s specific manner of doing business, including, but not limited to, the processes, methods or techniques utilized by the Employer Group, the Employer Group’s customers, marketing strategies and plans, pricing information, sources of supply and material specifications, the Employer Group’s computer programs, system documentation, special hardware, related software development, and the Employer Group’s business models, manuals, formulations, equipment, compositions, configurations, know-how, ideas, improvements and inventions. Proprietary and Confidential Information also includes information developed by Employee during his course of employment with Employer or otherwise relating to Company-




Related Inventions and Developments, as hereinafter defined, as well as other information to which he may be given access to in connection with his employment.
C.     As used in this Agreement, “ Inventions and Developments ” means any and all inventions, developments, creative works and useful ideas of any description whatsoever, whether or not patentable. Inventions and Developments include, by way of example and without limitation, discoveries and improvements that consist of or relate to any form of Proprietary and Confidential Information.
D.     As used in this Agreement, “ Company-Related Inventions and Developments ” means all Inventions and Developments that: (a) relate at the time of conception or development to the actual business of the Employer Group or to its actual research and development or to business or research and development that is the subject of active planning at the time; (b) result from or relate to any work performed for Employer, whether or not during normal business hours; (c) are developed on Employer’s time; or (d) are developed through the use of the Employer Group’s Proprietary and Confidential Information, equipment, software, or other facilities and resources.
E.     As used in this Agreement, “ Competitive Business ” means engineering, procurement and construction services for comprehensive infrastructure needs in the electric power and oil and gas industries, including specialty contracting for customers, as applicable, in the electric power, natural gas, oil, pipeline, renewable energies and telecommunications industries, as well as for transportation, commercial and industrial customers, or with respect to any period following the Date of Termination, customers in those industries serviced by the Employer Group as of the Date of Termination, and any such other business that is actively engaged in by the Employer Group as of the Date of Termination.
F.     For purposes of this Agreement, “ make ” or “ made ,” when used in relation to Inventions and Developments, includes any one or any combination of: (a) conception; (b) reduction to practice; or (c) development; and is without regard to whether Employee is a sole or joint inventor.
G.     For purposes of this Agreement, “ Change in Control ” shall mean:
1.     Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any Voting Security of Quanta and immediately after such acquisition such person, entity or group is, directly or indirectly, the Beneficial Owner of Voting Securities representing more than fifty percent (50%) of the total fair market value or total voting power of all of the then-outstanding Voting Securities of Quanta; or
2.     Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly, or has acquired during the preceding twelve (12) months, Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any Voting Security of Quanta and immediately after such

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acquisition such person, entity or group is, directly or indirectly, the Beneficial Owner of Voting Securities representing thirty percent (30%) or more of the total voting power of all of the then-outstanding Voting Securities of Quanta; or
3.     Individuals who, as of the date hereof, constitute the Board of Directors of Quanta (the “ Board ”), and any new director whose election by the Board or nomination for election by Quanta’s stockholders was approved by a vote of a majority of the directors then still in office who were directors as of the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board within a 12-month period; or
4.     Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly, or has acquired during the preceding twelve (12) -months, forty percent (40%) or more of the total gross fair market value of assets of the Employer Group.
H.     For purposes of this Agreement, “ Voting Security ” means common stock or other capital stock, including preferred stock, of the applicable entity entitled generally to vote in the election of directors and preferred stock and other equity securities (not including options, warrants or similar rights) convertible into securities entitled generally to vote in the election of directors (whether or not then convertible).
III. TERMS OF EMPLOYMENT
A.     Position and Duties . Employee is hereby employed by Employer as Chief Strategy Officer and President – Oil and Gas Division. Employee shall have the responsibilities, duties and authority commensurate with such position, each as may be modified or prescribed from time to time by the Board, in its discretion, in a manner consistent with such position.
1.     Employee shall faithfully adhere to, execute and fulfill the duties and responsibilities assigned to him hereunder.
2.     Employee agrees to devote reasonable attention and time to the business and affairs of Employer and, to the extent necessary, to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities.
3.     Employee shall not, during the term of his employment, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee’s duties and responsibilities to Employer. The foregoing limitations shall not be construed as prohibiting Employee from serving on corporate, civic or charitable boards or committees, delivering lectures or fulfilling speaking engagements, teaching at educational institutions, or making and managing personal investments, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities to Employer as set forth in this Agreement.

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4.     In the performance of his duties, Employee shall use his best efforts to adhere to the legal requirements codified in statutes, ordinances and governmental regulations applicable to Employer.
B.     Term. The initial term of this Agreement shall begin on the Effective Date and shall continue until December 31, 2019, unless terminated sooner pursuant to the provisions of this Agreement (the “ Initial Term ”). At the expiration of the Initial Term, unless terminated sooner pursuant to the provisions of this Agreement, and each annual anniversary thereafter, the term of this Agreement will be extended automatically for an additional one (1) year period (the “ Renewal Term ”) unless either party notifies the other party in writing of its or his intention not to renew this Agreement (the “ Termination Notice ”) not less than three (3) months prior to the expiration of the Initial Term or of any Renewal Term (the Initial Term and any Renewal Term are referred to collectively as the “ Term ”).
1.     Termination upon Death . This Agreement and Employee’s employment hereunder shall terminate as of the date of Employee’s death.
2.     Termination upon Disability . If Employee becomes Disabled as defined herein, Employer may, by written notice to Employee, terminate this Agreement and Employee’s employment hereunder. For purposes of this Agreement, “ Disabled ” or “ Disability ” means, as determined in good faith by the Compensation Committee of the Board (the “ Committee ”), that (i) Employee is unable to engage in any substantial gainful activity by reason of a physical or mental impairment that is expected to result in death or last twelve (12) months or more, or Employee receives replacement income for three (3) months or more due to such physical or mental impairment or (ii) such other definition that complies with the definition of disability under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations promulgated thereunder.
3.     Termination With or Without Cause . Employer may terminate this Agreement and Employee’s employment hereunder for or without Cause by providing written notice to Employee of its intention to do so. For purposes of this Agreement, “ Cause ” shall mean:
a.     Employee’s gross negligence in the performance of, intentional nonperformance of, or inattention to his material duties and responsibilities hereunder, other than due to Employee’s mental or physical incapacity and excluding poor or unsatisfactory results that arise from Employee’s good faith effort;
b.     Employee’s willful dishonesty, fraud or willful misconduct with respect to the business or affairs of Employer, other than of a de minimis nature;
c.     the willful or intentional violation by Employee of any of Employer’s material policies or procedures that are applicable to Employee and of which Employee has been made aware in writing in advance;

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d.     a conviction of, a plea of nolo contendere, a guilty plea, or confession by Employee to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude;
e.     Employee’s use of illegal substances or habitual drunkenness such that Employee’s work performance is affected or such condition causes embarrassment to the Employer; or
f.     the material breach by Employee of this Agreement.
For purposes of this Agreement, no act or failure to act on the part of Employee shall be considered intentional or willful unless it is done, or omitted to be done, by Employee without the reasonable, good faith belief that Employee’s act or omission was in accordance with, or not contrary to, the duties and responsibilities of Employee’s position. The unwillingness of Employee to accept a diminution of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Employer in respect of his position, authority, or responsibility that is contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by Employee. Notwithstanding the foregoing, Employee’s employment shall not be deemed to have been terminated for Cause unless (1) a Notice of Termination (as defined in Section III.C) is delivered to Employee no later than ninety (90) days after the Board learns of the event which, taken together with any relevant prior events, the Board deems to constitute Cause, (2) if such Notice of Termination is based on Section III.B.3.a, Section III.B.3.c or Section III.B.3.f and if the Board determines reasonably and in good faith that such action or inaction is curable, Employee has been provided a period of thirty (30) days after receipt of the Notice of Termination to cease the actions or inactions or otherwise cure such damage, and Employee fails to do so, (3) Employee has been given notice of, and Employee and Employee’s counsel have been given the opportunity to be heard by the Board at, a meeting of the Board called and held for purpose of considering whether Cause exists to terminate Employee and (4) there shall have been delivered to Employee a resolution, duly adopted by a vote of two-thirds of the entire Board at a meeting of the Board called and held for purpose of considering whether Cause exists to terminate Employee, finding that, in the good faith opinion of the Board, Employee has committed Cause and specifying the particulars thereof.
4.     Termination With or Without Good Reason . Employee may terminate this Agreement and his employment hereunder with or without Good Reason by providing written notice to Employer of his intention to do so. For purposes of this Agreement, “ Good Reason ” shall mean:
a.     the assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Employer’s Chief Strategy Officer and President – Oil and Gas Division, or any other action by Employer that results in a diminution in Employee’s position, authority, duties or responsibilities as Chief Strategy Officer and President – Oil and Gas Division

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(excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith);
b.     any material breach of this Agreement by Employer, including any requirement that Employee be based at any office or location that results in a violation of Section III.E of this Agreement; or
c.     any failure by Employer to comply with any of the provisions of Article IV of this Agreement.
Employee must provide written notice to Employer of the existence of the condition(s) described in Section III.B.4.a through Section III.B.4.c above within ninety (90) days of the initial existence, or if later, actual good faith knowledge of the condition(s). Employer shall have thirty (30) days after such notice is given during which to remedy the condition(s) to the extent that such condition(s) is reasonably curable, and such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected by Employer within the thirty (30) day cure period and Employee has been reasonably compensated for monetary losses or damages resulting therefrom.
5.     Termination for Change in Control Good Reason . Employee may terminate this Agreement and his employment hereunder for Change in Control Good Reason in the twelve (12) months following a Change in Control by providing written notice to Employer of his intention to do so. For purposes of this Agreement, “ Change in Control Good Reason ” shall mean:
a.     the assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Employer’s Chief Strategy Officer and President – Oil and Gas Division, or any other action by Employer that results in a diminution in Employee’s position, authority, duties or responsibilities as Chief Strategy Officer and President – Oil and Gas Division (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith);
b.     any material breach of this Agreement by Employer, including any requirement that Employee be based at any office or location that results in a violation of Section III.E of this Agreement;
c.     any failure by Employer to comply with any of the provisions of Article IV of this Agreement;
d.     any failure by Employer to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan or other compensation, retirement or benefit plan and policy, unless the aggregate value (as computed by an independent employee benefits consultant selected by Employer and reasonably acceptable to Employee or Employee’s legal representative) of all such compensation, retirement or benefit plans and policies provided to Employee is not

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materially less than their aggregate value as in effect at any time during the one hundred twenty (120) day period immediately preceding a Change in Control or, if more favorable to Employee, those provided generally at any time after the Change in Control to other peer employees of Employer and its affiliated companies; or
e.     in the event of a pending Change in Control, Employer and Employee have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Employer Group’s business and/or assets that such successor is willing as of the closing to assume and agree to perform Employer’s obligations under this Agreement in the same manner and to the same extent that Employer is hereby required to perform.
Employee must provide written notice to Employer of the existence of the condition(s) described in Section III.B.5.a through Section III.B.5.e above within ninety (90) days of the initial existence, or if later, actual good faith knowledge of the condition(s). Employer shall have thirty (30) days after such notice is given during which to remedy the condition(s) to the extent that such condition(s) is reasonably curable, and such occurrence shall not be deemed to constitute Change in Control Good Reason if such event or circumstance has been fully corrected by Employer within the thirty (30) day cure period and Employee has been reasonably compensated for monetary losses or damages resulting therefrom.
6.     Termination for Retirement . Employee may voluntarily terminate his employment with Employer at any time on or after April 1, 2019 (a “ Retirement ”) upon prior notice as described in Section III.D; provided, however, that in no event shall a termination be considered a Retirement if Employee is entitled to severance benefits under Section IV.G.
C.     Notice of Termination . Any termination by Employer for Cause or Disability or by Employee for Good Reason, for Change in Control Good Reason or for Retirement shall be communicated by a Notice of Termination provided to the other party pursuant to the provisions of Section IX.C of this Agreement. For purposes of this Agreement, “ Notice of Termination ” means a written notice that: (1) indicates the specific termination provision or provisions as set forth in this Agreement relied upon by either Employer or Employee; (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination under the provision or provisions of this Agreement relied upon by either Employer or Employee and, as applicable, the manner of cure; and (3) if the Date of Termination (as defined below) is other than the date of receipt of such Notice of Termination, specifies the termination date. The failure by either Employer or Employee to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause, Good Reason or Change in Control Good Reason shall not waive any right of Employer or Employee or preclude Employer or Employee from asserting such fact or circumstance in enforcing Employer’s or Employee’s rights or obligations under this Agreement.
D.     Date of Termination . According to this Agreement, “ Date of Termination ” shall mean: (1) if Employee’s employment is terminated for Cause or Disability, the date of receipt of the Notice of Termination or any later date specified therein or as required under this Agreement;

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(2) if Employee’s employment is terminated by Employee for Good Reason or Change in Control Good Reason, no earlier than forty-five (45) days and no later than sixty-five (65) days after the date of the Employer’s receipt of the Notice of Termination; (3) if Employee’s employment is terminated by Employer other than for Cause or Disability, the Date of Termination shall be thirty (30) days after the date on which Employee receives notice from Employer of such termination; (4) if Employee’s employment is terminated by reason of death, the Date of Termination shall be the date of the death of Employee; or (5) if Employee voluntarily terminates his employment, including for Retirement, the Date of Termination shall be sixty (60) days after Employee delivers written notice of his voluntary termination to Employer or such other date on which Employee and Employer shall agree to be the Date of Termination.
E.     Place of Performance . Other than normal business travel consistent with Employee’s duties, responsibilities and position, Employee shall carry out Employee’s duties and responsibilities under this Agreement at Employer’s headquarters in the Houston, Texas metropolitan area.
IV. COMPENSATION
A.     Annual Base Salary . Employer agrees to compensate and pay Employee, or to cause Employee to be compensated and paid, an annual base salary of $850,000, payable on a regular basis in accordance with Employer’s standard payroll procedures but not less frequently than monthly. On at least an annual basis, the Board or a duly constituted committee thereof will review Employee’s performance and may make increases to Employee’s annual base salary if, in its sole discretion, any such increase is warranted.
B.     Bonus . Employee shall participate in Employer’s annual bonus plan at a level commensurate with Employee’s position. For calendar year 2017, Employee’s annual incentive compensation will be based on the target opportunity and methodology determined during the first and second calendar quarters of 2017 by the Committee.
C.     Incentive, Savings and Retirement Plans . Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other similarly situated officers of Employer. For calendar year 2017, Employee’s long term incentive compensation will be based on the target opportunity and methodology determined during the first and second calendar quarters of 2017 by the Committee.
D.     Welfare Benefit Plans . Employee and Employee’s dependents shall receive coverage under the welfare benefit plans, practices, policies and programs provided by Employer including, but not limited to, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs, generally applicable to other peer employees of Employer, the terms and conditions of which shall be no less favorable than those available to other similarly situated officers of Employer.
E.     Reimbursement of Expenses . Employer shall reimburse Employee or cause Employee to be promptly reimbursed for all reasonable and necessary expenses incurred by Employee in furtherance of the business and affairs of the Employer Group including, but not limited to, all travel expenses and living expenses while away from home on business or at the request of

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Employer or the Board. Such reimbursement shall be effected as soon as reasonably practicable after such expenditures are made, against presentation of signed, itemized expense reports in accordance with the travel and business expense reimbursement policies of Employer as in effect from time to time. Such reimbursement shall be made subject to the terms and conditions of the Employer’s policy on the earlier of (i) the date specified in the Employer’s policy or (ii) to the extent the reimbursement is taxable and subject to Section 409A of the Code, no later than December 31 of the calendar year next following the calendar year in which the expense was incurred.
F.     Severance Benefits upon Termination . Upon any termination of Employee’s employment with Employer for any or no reason (including, without limitation, at the end of the Term following a Termination Notice), Employee (or Employee’s estate or beneficiary, as applicable, in the event of death) shall be entitled to (i) Employee’s accrued but unpaid base salary through the Date of Termination, (ii) any accrued vested benefits under Employer’s employee welfare benefit plans and tax-qualified retirement plans in accordance with the terms of those plans, as well as, to the extent applicable, the “Special Vesting” (as defined below) benefits described in this Agreement; (iii) any earned but unpaid bonus for a completed performance period, (iv) reimbursement of any reasonable and necessary business expense incurred prior to the Date of Termination in accordance with the policies of the Employer, and (v) any accrued vacation through the Date of Termination if and to the extent payable in accordance with the then-current policies of the Employer applicable to its executives, (collectively, the “ Accrued Amounts ”). As set forth below, the following obligations are imposed upon Employer upon termination of this Agreement; provided, however, that to be entitled to such severance benefits, Employee will be required to execute, and not revoke, a Confidential Severance Agreement and Release provided by Employer as more fully described in Section IV.I below. All references under this Section IV.F to “base salary” and any benefit calculated based on “base salary” as it may have been increased under Section IV.A. and will be determined without giving effect to any reduction in base salary by the Employer which the Employee objected to by written notice to the Board at the time of such reduction.
1.     Death . If Employee’s employment is terminated due to his death, Employee shall not be entitled to any severance benefits under the terms of this Agreement; provided, however, that if such termination occurs six (6) months or more after the beginning of the annual incentive bonus year, Employee’s estate shall be entitled to an annual incentive bonus for the year in which the termination of employment occurs based on actual performance of the applicable performance goals, prorated to reflect the period of Employee’s employment with Employer during such annual incentive bonus year, paid at the same time that annual incentive bonuses for the year in which Employee’s termination of employment occurred are paid to active employees of Employer (a “ Prorated Bonus ”).
2.     Disability . If Employee’s employment is terminated due to his Disability, Employee shall be entitled to (a) a Prorated Bonus, provided that such termination occurs six (6) months or more after the beginning of the annual incentive bonus year, and (b) severance benefits equal to one (1) year of Employee’s annual base salary. Subject to Employee’s compliance with the requirements of Section IV.I below, the severance benefits shall be paid to Employee or Employee’s representative, if applicable, in a lump-sum payment within sixty (60) days of the Date of Termination.

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3.     Cause . If Employee’s employment is terminated for Cause, Employee shall not be entitled to any benefits under Section IV.F of this Agreement other than the Accrued Amounts.
4.     Without Cause or With Good Reason . If at any time during the Term Employee’s employment is terminated by Employer without Cause or if Employee resigns his employment with Good Reason (in each case, excluding such termination that occurs within the twelve (12) months following a Change in Control), Employee shall be entitled to the following:
a.     If the Date of Termination is prior to April 1, 2019, (i) provided that such termination occurs six (6) months or more after the beginning of the annual incentive bonus year, an annual incentive bonus for the year in which the termination of employment occurs based on actual performance of the applicable performance goals, without proration, paid on March 31 st of the year following the year in which the Date of Termination occurs or, if earlier, the date that annual incentive bonuses for such year are paid to Employer’s other active executive leadership team employees, (ii) severance benefits equal to two (2) years of Employee’s annual base salary, and (iii) the Special Vesting benefits as described in Section IV.F.8. Subject to Employee’s compliance with the requirements of Section IV.I below, the severance benefit under clause (ii) of this Section shall be paid to Employee in a lump-sum payment within sixty (60) days of the Date of Termination.
b.     If the Date of Termination is on or after April 1, 2019, Employee’s termination shall be deemed a Retirement, and Employee shall be entitled to the benefits as described in Section IV.F.6.
In the event that Employee is entitled to receive severance benefits under Section IV.G.1, Employee will not be entitled to receive benefits under this Section IV.F other than the Accrued Amounts.
5.     Resignation by Employee Without Good Reason . If Employee resigns his employment without Good Reason (other than due to Retirement), Employee shall not be entitled to any severance benefits under the terms of this Agreement; provided that if such resignation is due to Retirement, Employee shall be entitled to the Special Vesting benefits as described in Section IV.F.8.
6.     Retirement . If Employee’s termination from Employer is due to Retirement, Employee shall be entitled to the benefits provided in Section IV.F.6.a or IV.F.6.b, as applicable.
a.     If Employee declines to enter into the Consulting Agreement (as defined below), Employee shall not be entitled to any benefits under Section IV.F of this Agreement, except that Employee shall be entitled to (i) the Accrued Amounts and (ii) the Special Post-Termination Award Benefits as described in Section IV.F.

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7.a. insofar (and only insofar) as such section addresses Employee’s annual incentive bonus compensation.
b.     If Employee enters into the Consulting Agreement, Employee shall be entitled to the Special Post-Termination Award Benefits as described in Section IV.F.7 and the Special Vesting benefits as described in Section IV.F.8.
7.     Special Post-Termination Award Benefits . To the extent provided in Section IV.F.6, Employee shall be entitled to incentive awards subsequent to the date of termination of employment hereunder.
a.     For purposes of this Agreement, “ Special Post-Termination Award Benefits ” shall consist of the following, as applicable:
(i)     If as of the Date of Termination Employer has not paid Employee’s annual incentive bonus for the year prior to the year in which the Date of Termination occurs, then Employee shall be entitled to payment of an annual incentive bonus, without proration, with respect to the year prior to the year in which the Date of Termination occurs based on actual performance results and paid on March 31 st of the year following the year in which the Date of Termination occurs or, if earlier, the date when such bonuses are paid to Employer’s other active executive leadership team employees. For the avoidance of doubt, this clause (i) shall not result in duplication of benefits, such that if as of the Date of Termination Employee has been paid an annual incentive bonus with respect to the year prior to the year in which the Date of Termination occurs, clause (i) shall not entitle Employee to an additional annual incentive bonus with respect to the year prior to the year in which the Date of Termination occurs.
(ii)     If as of the Date of Termination Employer has not granted to Employee a long-term incentive award for the year in which the Date of Termination occurs, then on March 31 st of the year in which the Date of Termination occurs or, if earlier, the date in the year in which the Date of Termination occurs that Employer grants long-term incentive awards to its other active executive leadership team employees, Employee shall be entitled to the grant of a long-term incentive award based on Employee’s long-term incentive target for the year prior to the year in which the Date of Termination occurs, without proration, consisting of 40% (or the then percentage applicable to members of Employer’s executive leadership team) of immediately vested restricted stock units, and 60% (or the then percentage applicable to members of Employer’s executive leadership team) of three- (3-) year cliff vesting performance units. For the avoidance of doubt, this clause (ii) shall not result in duplication of benefits, such that if in the year in which the Date of Termination occurs Employee has been granted a long-term incentive award prior to the Date of Termination, clause (ii) shall not

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entitle Employee to the grant of an additional long-term incentive award in the year in which the Date of Termination occurs.
(iii)     On March 31 st of the year following the year in which the Date of Termination occurs or, if earlier, the date in the year following the year in which the Date of Termination occurs that Employer grants long-term incentive awards to its other active executive leadership team employees, Employee shall be entitled to the grant of a long-term incentive award based on the long-term incentive target most recently determined prior to the Date of Termination by Employer for Employee, prorated to reflect the period of Employee’s employment with Employer during the Term in the year in which the Date of Termination occurs, consisting of 40% (or the percentage then applicable to members of Employer’s executive leadership team) of immediately vested restricted stock units, and 60% (or the percentage then applicable to members of Employer’s executive leadership team) of three- (3-) year cliff vesting performance units.
(iv)     On March 31 st of the year following the year in which the Date of Termination occurs or, if earlier, the date that annual incentive bonuses for the year in which the Date of Termination occurs are paid to Employer’s other active executive leadership team employees, Employee shall be entitled to payment of an annual incentive bonus for the year in which the Date of Termination occurs based on the target annual incentive bonus level most recently determined prior to the Date of Termination by Employer for Employee, the amount of which shall be determined with respect to actual performance results and prorated to reflect the period of Employee’s employment with Employer during the Term in the year in which the Date of Termination occurs.
b.     For purposes of this Agreement, the “ Consulting Agreement ” means a consulting agreement between Employee and Employer on customary terms, including without limitation, covenants consistent with those set forth in Article VI hereof restricting competition and solicitation of employees, and pursuant to which Employee shall provide consulting services to the Employer for not less than fifteen (15) hours per month in exchange for an annual consulting fee of $150,000 (at a rate of $834 per hour) for a term that shall expire no sooner than the last day of the month in which the final vesting date of performance units (or similar awards) granted to Employee is scheduled to occur (the “ Scheduled Expiration Date ”). If Employee’s employment hereunder is terminated (A) (i) by Employer without Cause at any time or (ii) by Employee with Good Reason at any time, in each case, other than a termination described in Section IV.G following a Change in Control, or (B) due to Retirement, Employer shall deliver an execution copy of the Consulting Agreement, substantially in the form attached hereto as Exhibit B , to Employee no later than thirty (30) days after Employer’s delivery of a Notice of Termination to Employee or Employer’s receipt of a Notice of Termination from Employee, as applicable.

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8.     Special Vesting Benefits . If (A) Employee’s employment hereunder is (i) terminated by Employer without Cause at any time or (ii) terminated by Employee with Good Reason at any time, in each case, other than a termination described in Section IV.G following a Change in Control, or (B) Employee enters into the Consulting Agreement effective as of Retirement, then, notwithstanding anything to the contrary herein or in any equity-based plan or award agreement, Employee shall be entitled to the following, defined as “ Special Vesting ,” with respect to any time-vested restricted stock units (or similar awards) and three- (3-) year cliff vesting performance units, whether outstanding as of the Date of Termination or awarded subsequent to the Date of Termination:
a.     The vesting of all such time-vesting restricted stock units or similar awards (specifically excluding three- (3-) year cliff-vesting performance units) shall be automatically accelerated one hundred percent (100%) and any restrictions thereon shall lapse, without regard to the satisfaction of any associated performance conditions, provided, further, in compliance with Section 409A of the Code, all such restricted stock units or similar awards (specifically excluding three- (3-) year cliff vesting performance units) held by Employee shall be settled (or deferred in accordance with any applicable pre-existing deferral elections under a plan of the Employer) on the earlier of termination of employment (but only to the extent then vested, taking into account any acceleration of vesting pursuant to this Section or any other provision of this Agreement), or the Vesting Date (or such other similar term as defined in the applicable unit or award agreement); and
b.     With regard to three- (3-) year cliff vesting performance units, such units shall not be forfeited or terminated if Employee’s employment is terminated as described in this Section IV.F.8 and Employee enters into the Consulting Agreement. Moreover, Employee’s continuous service pursuant to the Consulting Agreement shall count as continued employment or service with the Company or an affiliate (without any prorata vesting due to Employee’s termination of employment) under the three- (3-) year cliff-vesting performance units and such units shall be settled (or deferred in accordance with any applicable pre-existing deferral elections under a plan of the Employer) on the date following the conclusion of the applicable Performance Period (as defined in the applicable unit or award agreement(s)) subject to the Compensation Committee’s formal certification of the achievement level of the Performance Goals (as defined in the applicable unit or award agreement(s)), with the number of shares earned being determined based on the Employee’s aggregated employment and consulting service period and the extent the Performance Goals were achieved by the Company.
G.     Severance Benefits upon Change in Control .
1.     Termination without Cause; Termination With Change in Control Good Reason; Termination After Receipt of Termination Notice . In the event Employee is terminated without Cause by Employer, Employee resigns his employment with Change in Control Good Reason or Employee’s employment ends at the end of the applicable Term

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after Employee’s receipt of a Termination Notice, in each case, provided that such termination (or receipt of such Termination Notice) occurs within twelve (12) months following a Change in Control, Employee shall be entitled to the Accrued Amounts and the following:
a.     a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times Employee’s base salary at the rate then in effect;
b.     provided that such termination occurs six (6) months or more after the beginning of the annual incentive bonus year, a lump-sum payment, due on the Date of Termination, equal to the target amount of the annual incentive bonus for the year in which the termination of employment occurs, provided, however, that such amount shall be reduced by any portion of such annual incentive bonus to which Employee is entitled pursuant to the terms of any applicable annual incentive bonus plan of the Employer Group or the transaction document with respect to the Change in Control;
c.     a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times the higher of (i) the highest annual cash bonus paid (or earned if not yet paid) to Employee for the three (3) fiscal years preceding Employee’s termination under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof or (ii) Employee’s target annual cash bonus payable, including any bonus or portion thereof which has been earned but deferred, under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof for the current fiscal year or, if such target bonus has not yet been determined, for the most recently completed fiscal year; and
d.     for a period of three (3) years following the Date of Termination continuation of medical, dental and vision benefit coverage for Employee and Employee’s dependents at least equal to those that would have been provided to the same in accordance with the plans, programs, practices and policies described in Section IV.D of this Agreement if Employee’s employment had not been terminated or, if more favorable to Employee, as in effect generally at any time thereafter with respect to other peers of Employee; provided, however, that if Employee becomes reemployed with another employer and is eligible to receive medical, dental or vision benefits under another employer provided plan, the medical, dental and vision benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; provided that with respect to any group health plan, for the period of time during which Employee would not be entitled (or would not, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B of the Code if Employee elected such coverage and paid the applicable premiums (generally, after 18 months), Employee shall pay the full cost of the benefits as determined under the then current continuation coverage practices of the Employer on a monthly basis, provided that the Company shall reimburse Employee the amount of such costs on a regular,

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periodic basis within thirty (30) days after such reimbursable amounts are incurred by Employee; provided that, before such reimbursement, Employee has submitted or the Company possesses the applicable and appropriate evidence of such expense(s).
In the event that Employee is entitled to receive severance benefits under this Section IV.G.1, Employee will not be entitled to receive severance benefits under Section IV.F. All references under this Section IV.G to “base salary” and any benefit calculated based on “base salary” will be determined without giving effect to any reduction in base salary by the Employer which the Employee objected to by written notice to the Board at the time of such reduction.
2.     Limitation on Severance Benefits . Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as herein after provided) that any payment or distribution by Employer or any of its affiliates to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program, or arrangement including, without limitation, any stock option, restricted stock, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing (individually and collectively, a “ Payment ”), would be subject, but for the application of this Section IV.G.2 to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto (hereinafter the “ Excise Tax ”), by reason of being considered “contingent on a change in ownership or control” of Employer, within the meaning of Section 280G(b)(2) of the Code, or any successor provision thereto, then:
a.     if the After-Tax Payment Amount would be greater by reducing the amount of the Payment otherwise payable to Employee to the minimum extent necessary (but in no event less than zero) so that, after such reduction, no portion of the Payment would be subject to the Excise Tax, then the Payment shall be so reduced; but
b.     if the After-Tax Payment Amount would be greater without the reduction then there shall be no reduction in the Payment.
As used in this Section IV.G.2, “ After-Tax Payment Amount ” means (i) the amount of the Payment, less (ii) the amount of federal income taxes payable with respect to the Payment calculated at the maximum marginal income tax rate for each year in which the Payment shall be paid to Employee (based upon the rate in effect for such year as set forth in the Code at the time of the Payment), less (iii) the amount of the Excise Tax, if any, imposed upon the Payment. For purposes of any reduction made under Section IV.G.2.a, the Payments that shall be reduced shall be those that provide Employee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations with respect to this Section IV.G.2 shall be made by an independent nationally recognized certified public accounting firm at Employer’s sole expense.

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H.     Compliance with Section 409A of the Code . The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, as applicable, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), the Special Post-Termination Award Benefits under Section IV.F.7 and the Special Vesting benefits under Section IV.F.8 are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) or are intended to comply with Section 409A of the Code, the continuation coverage provisions under Section IV.G.1.d. are intended to be exempt from Section 409A of the Code by compliance with the medical benefits exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9)(v)(B) or are intended to comply with Section 409A of the Code for periods after such exemption no longer applies, and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code.
For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code.
If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first to occur of the first payroll date (i) of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed) or (ii) following the date of Employee’s death. For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein.
Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in any other taxable year of Employee (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code) and the right to reimbursement under Section IV.G.1.d shall not be subject to liquidation or exchange for another benefit or payment.
Except as would result in non-compliance with the requirements of Section 409A of the Code, in the event of any amounts of deferred compensation that are payable to Employee under

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this Agreement in a series of installment payments, Employee’s right to receive such payments shall be treated as a right to receive a series of separate payments.
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.
I.     Confidential Severance Agreement and Release . Notwithstanding any provision herein to the contrary, if Employee has not delivered to Employer an executed Confidential Severance Agreement and Release in a form mutually agreeable to the parties (the “ Release ”), which shall effectuate a full and complete release of claims against the Employer Group and its affiliates, officers and directors (with reasonably customary carveouts, including for outstanding equity and equity incentive awards, vested employee benefits, and indemnification and insurance rights) and acknowledge the applicability of continuing covenants under this Agreement, on or before the fiftieth (50th) day after the Date of Termination, or if Employee revokes such executed Release prior to the sixtieth (60th) day after the Date of Termination, Employee shall forfeit all of the payments and benefits described in Section IV.F.2 or Section IV.F.4.a, as applicable; provided, however, that Employee shall not forfeit such amounts if Employer has not delivered to Employee the required form of Release on or before the 25th day following the Date of Termination.
J.     Mitigation/Offset . Employee shall be under no obligation to seek other employment or to otherwise mitigate the obligations of Employer under this Agreement, and there shall be no offset against amounts or benefits due to Employer under this Agreement or otherwise on account of any claim Employer may have against Employee or any remuneration or other benefit earned or received by Employee after the Date of Termination from any other source.
V. COMPANY-RELATED INVENTIONS AND DEVELOPMENTS
A.     Records of Inventions . Employee shall keep complete and current written records of Inventions and Developments made during the course of his employment with Employer and promptly disclose all such Inventions and Developments in writing to Employer so that it may adequately determine its rights in such Inventions and Developments. Employee shall supplement any such disclosure to the extent Employer may request. If Employee has any doubt as to whether or not to disclose any Inventions and Developments, Employee shall disclose the same to Employer.
B.     Ownership of Inventions . All Company-Related Inventions and Developments made by Employee during the term of his employment with Employer shall be the sole and exclusive property of the applicable member(s) of the Employer Group. Employee shall assign, and does hereby assign, his entire right, title and interest in such Company-Related Inventions and

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Developments to the applicable member(s) of the Employer Group. Employer’s ownership and the foregoing assignment shall apply, without limitation, to all rights under the patent, copyright, and trade secret laws of any jurisdiction relating to Company-Related Inventions and Developments. If Employee asserts any property right in any Inventions and Developments made by Employee during the term of his employment with Employer, Employee shall promptly notify Employer of the same in writing.
C.     Cooperation with Employer . Employee shall assist and fully cooperate with Employer in obtaining and maintaining the fullest measure of legal protection which the Employer Group elects to obtain and maintain for Inventions and Developments in which the Employer Group has a property right. Employee shall execute any lawful document requested by Employer relating to obtaining and maintaining legal protection for any said Inventions and Developments including, but not limited to, executing applications, assignments, oaths, declarations and affidavits. Employee shall make himself available for interviews, depositions and testimony relating to any said Inventions and Developments. These obligations shall survive the termination of Employee’s employment with Employer, provided that Employer shall compensate Employee at a reasonable rate after such termination for time actually spent by Employee at Employer’s requests on such assistance. In the event Employer is unable for any reason whatsoever to secure Employee’s signature to any document reasonably necessary or appropriate for any of the foregoing purposes including, but not limited to, renewals, extensions, continuations, divisions or continuations in part, in a timely manner, Employee irrevocably designates and appoints Employer and its duly authorized officers and agents as his agents and attorneys-in-fact to act for Employee and on his behalf, but only for purposes of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by Employee.
D.     Pre-employment Inventions . Employee shall completely identify on Exhibit A attached hereto, without disclosing any trade secret or other proprietary and confidential information, all Inventions and Developments made by Employee prior to his employment with Employer or prior to execution of this Agreement in which Employee has an ownership interest and which is not the subject matter of an issued patent or a printed publication at the time Employee executes this Agreement.
E.     Disclosure of Inventions after Termination . Employee shall promptly and completely disclose in writing to Employer’s law department all Company-Related Inventions and Developments made by Employee during the one (1) year immediately following Employee’s termination of employment, whether voluntarily or involuntarily, for the purposes of determining Employer’s rights in each such invention. It will be presumed that Company-Related Inventions and Developments conceived by Employee which are reduced to practice within one (1) year after termination of Employee’s employment, whether voluntary or involuntary, were conceived during the term of Employee’s employment with Employer unless Employee is able to establish a later conception date by clear and convincing evidence.

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VI. OBLIGATIONS RELATING TO PROPRIETARY
AND CONFIDENTIAL INFORMATION
A.     Obligations of Employer .
1.     Proprietary and Confidential Information . Employer shall provide Employee, during his employment, with valuable Proprietary and Confidential Information for the purpose of assisting Employee in the performance of his job requirements and responsibilities with Employer. In addition, Employer shall provide to Employee, during his employment, with the equipment, materials and facilities necessary to assist Employee in the performance of his job requirements and responsibilities with Employer. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts the Employee from reporting possible violations of law to any governmental authority or making other disclosures that are protected under whistleblower provisions of applicable law.
2.     Training . Employer shall provide Employee with any and all specialized training necessary to assist Employee in the performance of his job requirements and responsibilities with Employer including, but not limited to, training relating to the Employer Group’s cost structures, methods of operation, the Employer Group’s products and marketing techniques, the Employer Group’s business strategies, plans and models.
B.     Obligations of Employee .
1.     Nondisclosure of Proprietary and Confidential Information . Both during and after the termination of employment, whether such termination is voluntary or involuntary, Employee shall keep in confidence and trust all Proprietary and Confidential Information. Both during and after the termination of employment, whether such termination is voluntary or involuntary, Employee shall not use or disclose Proprietary or Confidential Information without the written consent of Employer, except as may be necessary in the ordinary course of performing his duties to Employer.
2.     Return of Proprietary and Confidential Information . All documents and tangible things (whether written or electronic) embodying or containing Proprietary and Confidential Information are the Employer Group’s exclusive property. Employee shall be provided with or given access to such Proprietary and Confidential Information solely for performing his duties of employment with Employer. Employee shall protect the confidentiality of their content and shall return all such Proprietary and Confidential Information, including all copies, facsimiles and specimens of them in any tangible or electronic forms in Employee’s possession, custody or control to Employer before leaving the employment of Employer for any reason, whether voluntary or involuntary. In addition, Employee shall return all property of the Employer Group, including, but not limited to, computers, peripheral electronic equipment, personal digital assistants, cellular telephones, credit cards, keys, door cards, equipment, books, manuals and journals before leaving the employment of Employer for any reason, whether voluntary or involuntary.

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3.     Confidential Information from Previous Employment . Employee shall not disclose or use during his employment with Employer any proprietary and confidential information which Employee has acquired as a result of any previous employment or under a contractual obligation of confidentiality before his employment with Employer and, furthermore, Employee shall not bring to the premises of Employer any copies or other tangible embodiments of any such proprietary and confidential information.
4.     Conflict of Interest . Employee shall not engage in outside employment or other activities in the course of which Employee would use or might be tempted or induced to use Proprietary and Confidential Information in other than the Employer Group’s own interest.
5.     Agreement Not to Compete/Solicit .
a.     Non-Compete . Employee agrees that during the Covenant Period (as defined below), he shall not, without Employer’s written consent, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business venture of any nature:
(i)     engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in any Competitive Business, within any country in which the Employer Group conducts business, including any territory serviced by the Employer Group, or in which the Employer Group is actively pursuing business opportunities or has definitive plans to conduct business at any time during the Covenant Period (the “ Territory ”), provided, however, that nothing herein shall prohibit an investment action made by a third party without direction from Employee resulting in Employee’s passive beneficial ownership of not more than 5% of any class of equity securities of a private company in which private company’s activities Employee is not involved, directly or indirectly; provided, further, that the foregoing shall not prohibit Employee from being employed by or providing services to an entity that has a division or business that competes with the Employer Group so long as Employee is not employed by or providing services to such competing division or business;
(ii)     call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Employer Group, or a prospective customer that has been actively solicited by the Employer Group, within the Territory for the purpose of soliciting or selling products or services in competition with the Employer Group; or
(iii)     call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was, to Employee’s actual knowledge after due inquiry, either called upon by the

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Employer Group or for which the Employer Group made an acquisition analysis for the purpose of acquiring such entity.
b.     Non-Solicitation . Employee agrees that during the Covenant Period, he shall not, without Employer’s written consent, employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Employer Group to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any. A general solicitation for employment that is not targeted to employees of the Employer Group shall not be a violation of this Section VI.B.5.b.
c.     Publicly Traded Securities . The provisions of Section VI.B.5 of this Agreement shall not prevent Employee from acquiring or holding publicly traded stock or other public securities of a competing company, so long as Employee’s ownership does not exceed two percent (2%) of the outstanding securities of such company.
d.     Agreement to Inform Subsequent Employers . For a period of two (2) years after the termination of Employee’s employment with Employer, whether voluntary or involuntary, Employee agrees to inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.
e.     Reasonableness of Restrictions . Employee acknowledges that the restrictions set forth in Section VI.B.5 of this Agreement are intended to protect the Employer Group’s legitimate business interests and its Proprietary and Confidential Information and established relationships and good will. Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Employer Group’s legitimate business interests. However, if in any judicial proceeding, a court shall refuse to enforce this Agreement as written, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of the Employer Group, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.
f.     Ability to Obtain Other Employment . Employee acknowledges that (1) in the event of the termination of his employment with Employer (whether voluntary or involuntary), Employee’s knowledge, experience and capabilities are such that Employee can obtain employment in business activities which are of a different and non-competing nature than those performed in the course of his employment with Employer or in the geographic areas outside of the Territory and (2) the enforcement of a remedy hereunder including, but not limited to, injunctive relief, will not prevent Employee from earning a reasonable livelihood.

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g.     Injunctive Relief . Employee acknowledges that compliance with Section VI.B of this Agreement is necessary to protect the good will and other legitimate business interests of the Employer Group and that a breach of any or all of these provisions will give rise to irreparable and continuing injury to the Employer Group that is not adequately compensable in monetary damages or at law. Accordingly, Employee agrees that Employer, its successors and assigns, may obtain injunctive relief against the breach or threatened breach of any or all of these provisions, in addition to any other legal or equitable remedies which may be available to the Employer Group at law or in equity or under this Agreement. Because Employee further acknowledges that it would be difficult to measure any damages caused to the Employer Group that might result from any breach by Employee of any promises set forth in this Agreement, Employee agrees that Employer shall be entitled to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer Group, as well as to be relieved of any obligation to provide further payment or benefits to Employee or Employee’s dependents.
h.     Other Remedies . If Employee is determined in a final, non-appealable judgment by a court of competent jurisdiction or arbitrator, as the case may be under this Agreement, to have materially violated and/or materially breached this Agreement, Employer shall be entitled to recover only (i) its economic losses caused by Employee, and (ii) no more than the compensation paid to or realized by Employee under Article IV of this Agreement at any time during the Term and in connection with a termination of employment, including, but not limited to, base salary, annual bonuses, the value of long term incentive compensation and any cash severance payments. This limitation on any recovery against Employee shall include the amount of any costs awarded in Section VI.B.5(i) below. In such a proceeding, neither Employer nor Employee shall have the right to recover any exemplary or punitive damages.
i.     Costs . In the event of a lawsuit filed by Employer to enforce the provisions contained in Article V or Article VI of this Agreement, a court of competent jurisdiction may, in a final, non-appealable judgment, award the prevailing party the recovery of its or his reasonable costs incurred in conducting the proceeding including, but not limited to, reasonable attorneys’ fees and expenses. In the event of an arbitration to enforce any provisions contained in this Agreement, the provisions of Article VIII shall apply.
j.     Covenant Period . For purposes of this Section VI.B.5, the Covenant Period shall mean the period from and during the Term of this Agreement and ending on the date that is the later of (i) two (2) years after Employee’s employment with Employer terminates, whether voluntary or involuntary, or (ii) the termination of the Consulting Agreement; provided, however, that if Employer terminates Employee without Cause, Employee terminates with Good Reason or Employer delivers to Employee a Termination Notice, as provided in Section III.B, then the Covenant

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Period shall end on the date that is the later of (iii) one (1) year after the Date of Termination or the date of receipt of such Termination Notice or (iv) the termination of the Consulting Agreement.
6.     Nondisparagement . Employee acknowledges and agrees that both during and after his employment with Employer, whether such termination is voluntary or involuntary, Employee shall not disparage, denigrate or comment negatively upon, either orally or in writing, the Employer Group or any of their respective officers, directors, employees or representatives, to or in the presence of any person or entity unless compelled to act by a valid subpoena or other legal mandate; provided, however, if Employee receives such a valid subpoena or legal mandate, he shall provide Employer with written notice of the same at least five (5) business days prior to the date on which Employee is required to make the disclosure. Employer agrees that during and after Employee’s employment with Employer, Employer will not, and will direct members of the Board and Employer’s executive officers not to, disparage, denigrate or comment negatively upon, either orally or in writing, Employee in any respect or make any comments concerning any aspect of Employee’s relationship with the Employer Group (other than to confirm dates of service) or any conduct or events which precipitated any termination of Employee’s employment with Employer, unless compelled to act by a valid subpoena or other legal mandate.
7.     Exclusivity of Covenants . For purposes of clarity and without limiting Section IX.G of this Agreement, Employee and Employer agree that the restrictive covenants in Article V and Article VI of this Agreement supersede and replace in their entirety any and all prior restrictive covenants applicable to Employee.
VII. WAIVER OF RIGHT TO JURY TRIAL
EMPLOYER AND EMPLOYEE HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF EMPLOYEE’S EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREFROM INCLUDING, BUT NOT LIMITED TO:
A.    Any and all claims and causes of action arising under contract, tort or other common law including, without limitation, breach of contract, fraud, estoppel, misrepresentation, express or implied duties of good faith and fair dealing, wrongful discharge, discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery, conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation and invasion of privacy;
B.    Any and all claims and causes of action arising under any federal, state or local law, regulation or ordinance, including, without limitation, claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act and all corresponding state laws; and

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C.    Any and all claims and causes of action for wages, employee benefits, vacation pay, severance pay, pension or profit sharing benefits, health or welfare benefits, bonus compensation, commissions, deferred compensation or other remuneration, employment benefits or compensation, past or future loss of pay or benefits or expenses.
VIII. ARBITRATION; CLAIMS
Except with respect to enforcement of Employer’s rights under Article V and Article VI of this Agreement, Employee and Employer agree to submit exclusively to final and binding arbitration any and all disputes or disagreements relating to or concerning the interpretation, performance or subject matter of this Agreement in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“ AAA ”) using a mutually acceptable single arbitrator. In the event that the parties cannot agree on an arbitrator, the parties shall submit the selection of the arbitrator to the AAA. The arbitration will take place in Houston, Texas. Employee and Employer agree that the decision of the arbitrator will be final and binding on both parties. Arbitration shall be commenced by either party filing a demand for arbitration with the AAA within 60 days after such dispute has arisen. The prevailing party in a final and binding arbitration decision shall be entitled to recover from the other party the arbitrator’s award and the reasonable costs and expenses incurred by such prevailing party in connection therewith (including attorneys’ fees); provided, however, that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrator shall in all circumstances be paid by Employer. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator.
Employer and Employee acknowledge and agree that this Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles or rules thereof.
Subject first to the requirement to seek arbitration, Employer and Employee irrevocably and unconditionally agree that any legal suit, action or proceeding arising out of or relating to this Agreement, as well as to all claims arising out of Employee’s employment with Employer or termination therefrom, shall be brought in either the Federal District Court for the Southern District of Texas—Houston Division or in a judicial district court of Harris County, Texas (hereinafter referred to as the “ Texas Courts ”). In that regard, Employer and Employee waive, to the fullest extent allowed, any objection that Employer or Employee may have to the venue of any such proceeding being brought in the Texas Courts, and any claim that any such action or proceeding brought in the Texas Courts has been brought in an inconvenient forum. In addition, Employer and Employee irrevocably and unconditionally submit to the exclusive jurisdiction of the Texas Courts in any such suit, action or proceeding. Employer and Employee acknowledge and agree that a judgment in any suit, action or proceeding brought in the Texas Courts shall be conclusive and binding on each and may be enforced in any other courts to whose jurisdiction Employer or Employee is or may be subject to, by suit upon such judgment.
In the event Employee obtains a final judgment in his favor by a court of competent jurisdiction with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee

24


may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.
IX. MISCELLANEOUS
A.     Publicity Release . By executing this Agreement, Employee forever gives the Employer Group, its successors, assigns, licensees and any other designees, the absolute right and permission, throughout the world: (1) to copyright (and to renew and extend any copyright), use, reuse, publish and republish photographic portraits and pictures, motion or still, of Employee, or in which Employee may be included, in whole or in part, or composite or distorted character in any form, whether heretofore taken or to be taken in the future, in conjunction with Employee’s own or a fictitious name or title (which Employee now has or may have in the future), or reproductions thereof, in color or otherwise, made through any media at any place, for art, advertising, trade or any other purpose whatsoever; and (2) to record, reproduce, amplify, simulate, “double” and/or “dub” Employee’s voice and transmit the same by any mechanical or electronic means, for any purpose whatsoever. Employee further consents to the use of any printed matter giving Employee, or not giving Employee, a credit, in the sole discretion of any of the aforementioned parties to whom this authorization and release is given, in conjunction therewith. Employee waives any right he may have to inspect and/or approve the finished product or the advertising copy or printed matter that may be used in connection therewith, or the use to which it may be applied.
B.     Withholding . Employer may withhold from any amounts payable under this Agreement such federal, state, local, F.I.C.A., foreign or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.
C.     Notices . All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement shall be in writing and shall be addressed as follows:
To Employer:    Quanta Services, Inc.         
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Attention: General Counsel
    
To Employee:    Paul C. Gregory
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Notice shall be deemed given and effective: (1) upon receipt, if delivered personally; (2) three (3) days after it has been deposited in the U.S. mail, addressed as required above, and sent via registered or certified mail, return receipt requested, postage prepaid; or (3) the next business day after it has been sent via a recognized overnight courier. Employer and/or Employee may change the address for notice purposes by notifying the other of such change in accordance with this Section IX.C.
D.     Severability . If any provision of this Agreement is held to be invalid, inoperative or unenforceable for any reason, it shall be modified rather than voided, if possible, in order to achieve

25


the intent of the parties hereto to the maximum extent possible. In any event, if any provision this Agreement is held to be invalid, inoperative or unenforceable for any reason, the other provisions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the provision or provisions held invalid or inoperative.
E.     Survival of Certain Obligations . The obligations of the parties set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, whether voluntarily or involuntarily, will not be affected or diminished in any way by the termination of this Agreement.
F.     Headings . The headings contained in this Agreement are for purposes of reference and convenience only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement.
G.     Entire Agreement . This Agreement supersedes any other agreements, written or oral, between the Employer Group and Employee regarding the subject matter hereof, and Employee has no oral representations, understandings or agreements with the Employer Group or any of their respective officers, directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between Employer and Employee and of all the terms of this Agreement. This Agreement cannot be modified, varied, contradicted or supplement by evidence of any prior or contemporaneous oral or written agreements. Nothing in this Agreement supersedes any rights of Employee under any outstanding equity incentive award, under any indemnification agreement or provision, or under any insurance policy for directors’ or officers’ insurance or liability insurance.
H.     Amendment/Waiver . Neither this Agreement nor any term hereof may be modified or amended except by written instrument signed by a duly authorized officer of Employer and by Employee. No term of this Agreement may be waived other than by written instrument signed by the party waiving the benefit of such term. Any such waiver shall constitute a waiver only with respect to the specific matter described in such written instrument and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by Employer or Employee of a breach of or a default under any of the provisions of this Agreement, nor the failure by either Employer or Employee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.
I.     Assignment . This Agreement is personal to the parties and neither party may assign any rights or obligations under the same without the prior written consent of the other; provided, however, that in the event of a sale of the Employer Group’s business to a third party (whether by sale of all or a majority of the Employer Group’s issued and outstanding equity securities, by a merger or reorganization, or by a sale of all or substantially of the Employer Group’s assets), then this Agreement may be assigned by Employer to such third party purchaser without the prior written consent of Employee, provided that such third party purchaser agrees to assume and abide by all of Employer’s obligations set forth in this Agreement and provides written notice thereof to

26


Employee. In the event of any such assignment, all references to “Quanta” hereunder shall mean the assignee, and to the extent any entity becomes the successor to Quanta, all obligations hereunder shall be the obligations of the successor and “Quanta” mean the successor entity.
J.     Counterparts . This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, but to be effective as of the Effective Date.

QUANTA SERVICES, INC.:



By:     /s/ Earl C. (Duke) Austin, Jr.        
Earl C. (Duke) Austin, Jr.
President, CEO and COO
    

EMPLOYEE:



/s/ Paul C. Gregory                
PAUL C. GREGORY



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EXHIBIT A

Pre-Employment Inventions


None






EXHIBIT B

Form of Consulting Agreement








CONSULTING AGREEMENT


This Consulting Agreement (this “ Agreement ”), is entered into on this ____ day of _____________, _____, effective as of the ____ day of ________, _____ (the “ Effective Date ”), by and between Paul C. Gregory, a U.S. citizen and resident of the State of Texas (“ Consultant ”), and Quanta Services, Inc., a Delaware corporation, including its associated companies, affiliates, subsidiaries, officers, directors, managers, employees, shareholders, agents, attorneys, representatives and assigns (collectively referred to herein as the “ Company ”).

WHEREAS , the Company provides specialty contracting services delivering infrastructure solutions for the electric power, natural gas and pipeline, and renewable energy industries, including the design, installation, repair and maintenance of network infrastructure and related consulting engineering and construction services;

WHEREAS , Consultant was previously employed as the Company’s Chief Strategy Officer and President – Oil and Gas Division pursuant to that certain Employment Agreement effective as of January 1, 2017 (the “ Employment Agreement ”), which contemplates entering into a consulting agreement in certain situations;

WHEREAS , Consultant has certain skills, expertise and knowledge of business matters useful to the Company;

WHEREAS , the Company has requested that Consultant provide the Company with assistance and support with respect to various strategic, operational and customer growth activities in the infrastructure services industry; and

WHEREAS , Consultant and the Company have agreed to a business arrangement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and the Company agree as follows:

1.     Scope of Consulting Agreement and Services .

1.1.     Engagement . The Company hereby engages Consultant as an independent contractor solely to perform for the Company the services as described in Section 1.2, and Consultant hereby accepts such engagement. With respect to such engagement, Consultant shall report Consultant’s activities on a regular basis to the Chief Executive Officer of the Company or his or her designee.

1.2.     Nature and Performance of Services . During the Term (as defined in Section 9.1) and at such times as the Company may reasonably request, Consultant agrees to consult with, advise and assist the Company on such matters as the Company may request with respect to various strategic, operational and customer growth activities in the infrastructure services industry. In such capacity, Consultant will perform such services and other duties hereunder in a professional, workmanlike and expeditious manner and comply with the rules, regulations and instructions of the Company. Consultant agrees to provide consulting services for not less than fifteen (15) hours per month. In consideration for such services, the Company will compensate Consultant as set forth in Section 2.

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All services of Consultant provided to Company under this Agreement shall be performed solely by Consultant, unless otherwise agreed to in writing by the Company.

1.3.     Ability to Provide Services . Consultant represents and warrants that the role as a Consultant for the Company as contemplated herein does not violate any applicable law, and that Consultant will obtain and maintain any and all permissions, approvals, qualifications, licenses, registrations and authorizations required by any applicable law to serve in this capacity. Consultant agrees to make all notices to and filings with any governmental authority required for the due execution and performance of this Agreement. Consultant represents that this engagement by the Company and the services performed under this Agreement will not violate any obligations that Consultant may have to any other party. Consultant acknowledges and agrees that the Company shall be entitled in its discretion to disclose fully to any appropriate governmental authorities the role of Consultant and its relationship to the Company.

2.     Compensation .

2.1.     Fees . During the Term of this Agreement, the Company will pay the Consultant for services performed pursuant to Section 1 above at an annual rate of $150,000, which is $834 per hour (the “ Fee ”). The Fee represents the total compensation to be paid to Consultant for such services, and Consultant will not be entitled to, and the Company shall have no obligation to provide to Consultant, any other form of remuneration or benefit of any kind whatsoever, except as may be explicitly provided herein.

2.2.     Vesting of Equity . As contemplated pursuant to Section IV.F.8 of the Employment Agreement, the period of Consultant’s service to the Company during the Term of this Agreement shall be considered continued employment or service with the Company for purposes of vesting with respect to any three- (3-) year cliff vesting performance units (or similar awards) held by or granted to Consultant at any time under an equity-based plan of the Company.

2.3.     Expenses . Consultant will be reimbursed by the Company for such reasonable out-of-pocket costs and other expenses, including reasonable direct travel expenses, actually incurred in the performance of Consultant’s services hereunder. Consultant agrees to supply the Company with receipts and other supporting documentation for any costs or expenses to be reimbursed.

2.4.     Payment . Consultant shall deliver to the Company no later than the 10 th day of each month an invoice for the costs and expenses incurred during the preceding month that are reimbursable under Section 2 and outlining the services performed and reimbursable costs and expenses incurred. Payment for each invoice shall be made by the Company within 30 days of its receipt. Such payment of reimbursable costs and expenses to Consultant will represent the full and final payment for such services rendered by Consultant to the Company.

2.5.     Taxes . Consultant shall be responsible for any and all taxes, levies or other liabilities (including services taxes) that may result from the Company’s reimbursement of costs and expenses hereunder, and all payments to Consultant may be made via direct deposit to Consultant’s bank account (pursuant to electronic fund transfer instructions provided by Consultant), except as otherwise mutually agreed by the parties hereto. Consultant further acknowledges that Consultant is responsible for filing, withholding, reporting and paying all applicable taxes associated with

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amounts paid by the Company to Consultant hereunder, including, without limitation, any social security and unemployment taxes.

3.     Independent Contractor . As of the Effective Date, Consultant acknowledges that Consultant is an independent contractor to the Company and is not an agent, employee, partner or joint venturer of the Company. During the Term of this Agreement, Consultant shall always act as an independent contractor, and nothing herein shall be construed to create any agency, partnership, joint venture or other cooperative relationship between the Company and Consultant or a relationship of employer and employee between the Company and Consultant. As an independent contractor, Consultant acknowledges that, except as provided in this Agreement, during the Term of this Agreement Consultant shall not be entitled to any of the benefits the Company affords its employees and that Consultant is not eligible to participate in any of the Company’s employee benefit plans, including, without limitation, pension plans, vacation pay, sick leave, health or disability benefits, unemployment insurance benefits, retirement benefits, restricted stock grants or other employee benefits of any kind. In addition, as of the Effective Date Consultant shall not be treated as an employee of the Company for purposes of any applicable laws, including, without limitation, those pertaining to workers’ compensation, unemployment compensation and income tax withholding.

4.     Consultant’s Authority . It is expressly agreed and understood that in no event or circumstance shall this Agreement be construed to create or constitute a mandate, power of attorney or agency. The authority and powers of Consultant hereunder are strictly limited to those necessary for the performance of the services hereunder. Consultant shall not have the right, power or authority to bind or commit the Company in any way, manner or thing whatsoever, or represent that it has any right to do so. In particular and notwithstanding anything to the contrary herein, without the approval of the Company, Consultant shall not: (a) make any representations or undertakings on behalf of the Company or its affiliates, (b) represent Consultant as having authority to bind the Company or its affiliates or to make decisions or conduct business on behalf of the Company or its affiliates, (c) enter into or create any binding liability or obligation on the Company or its affiliates, or (d) act as agent or other legal representative of the Company, or (e) represent that Consultant is or otherwise hold itself out as a joint venturer, member, manager, partner, shareholder, director, officer, employee, or commercial agent of the Company or its affiliates. Consultant shall be liable for, and indemnify and hold harmless the Company and its affiliates from, any and all claims and liabilities resulting from Consultant’s failure to strictly comply with the provisions of this Section 4.

5.     Trade Names . Consultant understands and agrees that the names Quanta, Quanta Services and Quanta Services, Inc. are exclusively associated with and are the property of the Company and its affiliates, and Consultant shall not, whether before or after the date of termination, have any right to use such name or any derivatives or variations thereof for any purposes whatsoever.

6.     Company-Related Inventions and Developments

6.1.     Definitions . As used in this Agreement, the following terms shall have the assigned meanings:
a.
Company Group ” shall mean Quanta Services, Inc. and its predecessors, designees, successors, and past, present and future operating companies, divisions, subsidiaries and/or affiliates.

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b.
Proprietary and Confidential Information ” means any and all non-public information or data in any form or medium, tangible or intangible, which has commercial value and which the Company Group possesses or to which the Company Group has rights. Proprietary and Confidential Information includes, by way of example and without limitation, information concerning the Company Group’s specific manner of doing business, including, but not limited to, the processes, methods or techniques utilized by the Company Group, the Company Group’s customers, marketing strategies and plans, pricing information, sources of supply and material specifications, the Company Group’s computer programs, system documentation, special hardware, related software development, and the Company Group’s business models, manuals, formulations, equipment, compositions, configurations, know-how, ideas, improvements and inventions. Proprietary and Confidential Information also includes information developed by Consultant during his course of employment with or service to the Company or otherwise relating to Company-Related Inventions and Developments, as hereinafter defined, as well as other information to which he may be given access to in connection with his employment with or service to the Company.
c.
Inventions and Developments ” means any and all inventions, developments, creative works and useful ideas of any description whatsoever, whether or not patentable. Inventions and Developments include, by way of example and without limitation, discoveries and improvements that consist of or relate to any form of Proprietary and Confidential Information.
d.
Company-Related Inventions and Developments ” means all Inventions and Developments that: (a) relate at the time of conception or development to the actual business of the Company Group or to its actual research and development or to business or research and development that is the subject of active planning at the time; (b) result from or relate to any work performed for the Company, whether or not during normal business hours; (c) are developed on the Company’s time; or (d) are developed through the use of the Company Group’s Proprietary and Confidential Information, equipment, software, or other facilities and resources.
e.
Competitive Business ” means engineering, procurement and construction services for comprehensive infrastructure needs in the electric power and oil and gas industries, including specialty contracting for customers, as applicable, in the electric power, natural gas, oil, pipeline, renewable energies and telecommunications industries, as well as for transportation, commercial and industrial customers, or with respect to any period following the Date of Termination, customers in those industries serviced by the Company Group as of the Date of Termination, and any such other business that is actively engaged in by the Company Group as of the Date of Termination.
f.
Make ” or “ made ,” when used in relation to Inventions and Developments, includes any one or any combination of: (a) conception; (b) reduction to practice; or (c) development; and is without regard to whether Consultant is a sole or joint inventor.

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6.2.     Records of Inventions . Consultant shall keep complete and current written records of Inventions and Developments made during the course of his provision of services to the Company and promptly disclose all such Inventions and Developments in writing to the Company so that it may adequately determine its rights in such Inventions and Developments. Consultant shall supplement any such disclosure to the extent the Company may request. If Consultant has any doubt as to whether or not to disclose any Inventions and Developments, Consultant shall disclose the same to the Company.
6.3.     Ownership of Inventions . All Company-Related Inventions and Developments made by Consultant during the Term shall be the sole and exclusive property of the applicable member(s) of the Company Group. Consultant shall assign, and does hereby assign, his entire right, title and interest in such Company-Related Inventions and Developments to the applicable member(s) of the Company Group. The Company’s ownership and the foregoing assignment shall apply, without limitation, to all rights under the patent, copyright, and trade secret laws of any jurisdiction relating to Company-Related Inventions and Developments. If Consultant asserts any property right in any Inventions and Developments made by Consultant during the Term, Consultant shall promptly notify the Company of the same in writing.
6.4.     Cooperation with the Company . Consultant shall assist and fully cooperate with the Company in obtaining and maintaining the fullest measure of legal protection which the Company Group elects to obtain and maintain for Inventions and Developments in which the Company Group has a property right. Consultant shall execute any lawful document requested by the Company relating to obtaining and maintaining legal protection for any said Inventions and Developments including, but not limited to, executing applications, assignments, oaths, declarations and affidavits. Consultant shall make himself available for interviews, depositions and testimony relating to any said Inventions and Developments. These obligations shall survive the termination of this Agreement, provided that the Company shall compensate Consultant at a reasonable rate after such termination for time actually spent by Consultant at the Company’s requests on such assistance. In the event the Company is unable for any reason whatsoever to secure Consultant’s signature to any document reasonably necessary or appropriate for any of the foregoing purposes including, but not limited to, renewals, extensions, continuations, divisions or continuations in part, in a timely manner, Consultant irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to act for Consultant and on his behalf, but only for purposes of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by Consultant.
6.5.     Pre-engagement Inventions . Consultant shall completely identify on Exhibit A attached hereto, without disclosing any trade secret or other proprietary and confidential information, all Inventions and Developments made by Consultant prior to execution of this Agreement in which Consultant has an ownership interest and which is not the subject matter of an issued patent or a printed publication at the time Consultant executes this Agreement.
6.6.     Disclosure of Inventions after Termination . Consultant shall promptly and completely disclose in writing to the Company’s law department all Company-Related Inventions and Developments made by Consultant during the one (1) year immediately following the termination of Consultant’s service relationship with the Company for the purposes of determining the Company’s rights in each such invention. It will be presumed that Company-Related Inventions and Developments conceived by Consultant which are reduced to practice within one (1) year after termination of Consultant’s service relationship with the Company were conceived during the Term unless Consultant is able to establish a later conception date by clear and convincing evidence.

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7.     Obligations Relating to Proprietary and Confidential Information
7.1.     Obligations of the Company . The Company shall provide Consultant, during the Term, with valuable Proprietary and Confidential Information for the purpose of assisting Consultant in the performance of his services to the Company. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts the Consultant from reporting possible violations of law to any governmental authority or making other disclosures that are protected under whistleblower provisions of applicable law.
7.2.     Obligations of Consultant .
a.
Nondisclosure of Proprietary and Confidential Information . Both during and after the Term, Consultant shall keep in confidence and trust all Proprietary and Confidential Information. Both during and after the Term, Consultant shall not use or disclose Proprietary or Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing his services for the Company.
b.
Return of Proprietary and Confidential Information . All documents and tangible things (whether written or electronic) embodying or containing Proprietary and Confidential Information are the Company Group’s exclusive property. Consultant shall be provided with or given access to such Proprietary and Confidential Information solely for performing his services for the Company. Consultant shall protect the confidentiality of their content and shall return all such Proprietary and Confidential Information, including all copies, facsimiles and specimens of them in any tangible or electronic forms in Consultant’s possession, custody or control to the Company before ceasing to perform services for the Company. In addition, Consultant shall return all property of the Company Group, including, but not limited to, computers, peripheral electronic equipment, personal digital assistants, cellular telephones, credit cards, keys, door cards, equipment, books, manuals and journals before ceasing to perform services for the Company.
c.
Confidential Information from Previous Employment or Engagement . Consultant shall not disclose or use during the Term any proprietary and confidential information which Consultant has acquired as a result of any previous engagement, employment or under a contractual obligation of confidentiality before his employment with, or performance of services for, the Company and, furthermore, Consultant shall not bring to the premises of the Company any copies or other tangible embodiments of any such proprietary and confidential information.
d.
Conflict of Interest . Consultant shall not engage in outside employment or other activities in the course of which Consultant would use or might be tempted or induced to use Proprietary and Confidential Information in other than the Company Group’s own interest.
e.
Agreement Not to Compete/Solicit .
(i)     Non-Compete . Consultant agrees that during the Covenant Period (as defined below), he shall not, without the Company’s written consent, directly

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or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business venture of any nature:
(A)
engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in any Competitive Business, within any country in which the Company Group conducts business, including any territory serviced by the Company Group, or in which the Company Group is actively pursuing business opportunities or has definitive plans to conduct business at any time during the Covenant Period (the “ Territory ”), provided, however, that nothing herein shall prohibit an investment action made by a third party without direction from Consultant resulting in Consultant’s passive beneficial ownership of not more than 5% of any class of equity securities of a private company in which private company’s activities Consultant is not involved, directly or indirectly; provided, further, that the foregoing shall not prohibit Consultant from being employed by or providing services to an entity that has a division or business that competes with the Company Group so long as Consultant is not employed by or providing services to such competing division or business;
(B)
call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company Group, or a prospective customer that has been actively solicited by the Company Group, within the Territory for the purpose of soliciting or selling products or services in competition with the Company Group; or
(C)
call upon any prospective acquisition candidate, on Consultant’s own behalf or on behalf of any competitor, which candidate was, to Consultant’s actual knowledge after due inquiry, either called upon by the Company Group or for which the Company Group made an acquisition analysis for the purpose of acquiring such entity.
(ii)     Non-Solicitation . Consultant agrees that during the Covenant Period, he shall not, without the Company’s written consent, employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Company Group to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Consultant’s new employer, if any. A general solicitation for employment that is not targeted to employees of the Company Group shall not be a violation of this Section 7.2(e)(ii).
(iii)     Publicly Traded Securities . The provisions of Section 7.2(e) of this Agreement shall not prevent Consultant from acquiring or holding publicly traded stock or other public securities of a competing company, so long as Consultant’s ownership does not exceed two percent (2%) of the outstanding securities of such company.

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(iv)     Agreement to Inform Subsequent the Employers . For a period of two (2) years after the Effective Date, Consultant agrees to inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.
(v)     Reasonableness of Restrictions . Consultant acknowledges that the restrictions set forth in Section 7.2(e) of this Agreement are intended to protect the Company Group’s legitimate business interests and its Proprietary and Confidential Information and established relationships and good will. Consultant acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Company Group’s legitimate business interests. However, if in any judicial proceeding, a court shall refuse to enforce this Agreement as written, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of the Company Group, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.
(vi)     Ability to Obtain Employment . Consultant acknowledges that (1) Consultant’s knowledge, experience and capabilities are such that Consultant can obtain employment in business activities which are of a different and non-competing nature than those performed in the course of his employment and service relationship with the Company or in the geographic areas outside of the Territory and (2) the enforcement of a remedy hereunder including, but not limited to, injunctive relief, will not prevent Consultant from earning a reasonable livelihood.
(vii)     Injunctive Relief . Consultant acknowledges that compliance with Section 7.2 of this Agreement is necessary to protect the good will and other legitimate business interests of the Company Group and that a breach of any or all of these provisions will give rise to irreparable and continuing injury to the Company Group that is not adequately compensable in monetary damages or at law. Accordingly, Consultant agrees that the Company, its successors and assigns, may obtain injunctive relief against the breach or threatened breach of any or all of these provisions, in addition to any other legal or equitable remedies which may be available to the Company Group at law or in equity or under this Agreement. Because Consultant further acknowledges that it would be difficult to measure any damages caused to the Company Group that might result from any breach by Consultant of any promises set forth in this Agreement, Consultant agrees that the Company shall be entitled to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company Group, as well as to be relieved of any obligation to provide further payment or benefits to Consultant or Consultant’s dependents.
(viii)     Other Remedies . If Consultant is determined in a final, non-appealable judgment by a court of competent jurisdiction or arbitrator, as the case may be under this Agreement, to have materially violated and/or materially breached this Agreement, the Company shall be entitled to recover only (a) its economic losses caused by Consultant, and (b) no more than the compensation paid to or realized by Consultant under this Agreement and the Employment Agreement, in

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each case, at any time during the Term of this Agreement or the “Term” of the Employment Agreement and in connection with a termination of employment, including, but not limited to, base salary, annual bonuses, the value of long term incentive compensation and any cash severance payments. This limitation on any recovery against Consultant shall include the amount of any costs awarded in Section 7.2(e)(ix) below. In such a proceeding, neither the Company nor Consultant shall have the right to recover any exemplary or punitive damages.
(ix)     Costs . In the event of a lawsuit filed by the Company to enforce the provisions contained in Section 6 or Section 7 of this Agreement, a court of competent jurisdiction may, in a final, non-appealable judgment, award the prevailing party the recovery of its or his reasonable costs incurred in conducting the proceeding including, but not limited to, reasonable attorneys’ fees and expenses. In the event of an arbitration to enforce any provisions contained in this Agreement, the provisions of Section 12 shall apply.
(x)     Covenant Period . For purposes of this Section 7.2(e), the Covenant Period shall mean the period from the Effective Date and ending on the date that is the later of (i) the period stated in the Employment Agreement or (ii) the termination of the Consulting Agreement.
f.
Nondisparagement . Consultant acknowledges and agrees that both during and after his employment and service relationship with the Company, Consultant shall not disparage, denigrate or comment negatively upon, either orally or in writing, the Company Group or any of their respective officers, directors, employees or representatives, to or in the presence of any person or entity unless compelled to act by a valid subpoena or other legal mandate; provided, however, if Consultant receives such a valid subpoena or legal mandate, he shall provide the Company with written notice of the same at least five (5) business days prior to the date on which Consultant is required to make the disclosure. The Company agrees that during and after Consultant’s employment and service relationship with the Company, the Company will not, and will direct members of the Board and the Company’s executive officers not to, disparage, denigrate or comment negatively upon, either orally or in writing, Consultant in any respect or make any comments concerning any aspect of Consultant’s relationship with the Company Group (other than to confirm dates of service) or any conduct or events which precipitated any termination of Consultant’s employment or service relationship with the Company, unless compelled to act by a valid subpoena or other legal mandate.
g.
Exclusivity of Covenants . For purposes of clarity and without limiting Section 15 of this Agreement, Consultant and the Company agree that the restrictive covenants in Section 6 and Section 7 of this Agreement supersede and replace in their entirety any and all prior restrictive covenants applicable to Consultant.
8.     Compliance with Laws, Codes and Policies .

8.1.     Compliance with Laws and Business Ethics . Consultant agrees to also comply with the provisions of all applicable laws, regulations or ordinances. Consultant also hereby affirms that

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he has read, understands and shall comply with, as applicable, the Company’s Code of Ethics and Business Conduct. The Company prohibits its consultants from using their official position for personal financial gain, or from accepting any personal advantage from anyone under circumstances that might reasonably be interpreted as an attempt to influence the recipients in the conduct of their official duties. Consultant shall not, under circumstances which might reasonably be interpreted as an attempt to influence the recipients in the conduct of their duties, extend any gratuity or special favor to employees of the Company or any of its affiliates.

8.2.     Government Relationships . Consultant affirms that (a) he is not a government official, government employee or current candidate nominated to be a government official in any country and (b) Consultant has disclosed to the Company that no government official or employee, or political organization or candidate has any ownership interest, direct or indirect, in the contractual relationship established by this Agreement.

8.3.     Bribery Prohibitions . Consultant affirms Consultant’s familiarity with the United States Foreign Corrupt Practices Act (the “ FCPA ”), the OECD Convention, and other applicable anti-bribery laws that make such payments unlawful, and further agrees that all applicable laws shall apply to the services hereunder. Consultant represents and warrants that no payments have been made, and covenants and agrees that no payments will be made, directly or indirectly to a government official or employee, or political organization or candidate, or to any official or employee of a client or potential client of the Company in connection with the services provided or to be provided under this Agreement. Consultant understands and agrees that no part of the remuneration paid or to be paid to Consultant or any agent, partner, employee or representative of Consultant will be directly or indirectly paid to, or a reimbursement for any payment to, a government official or employee, or political organization or candidate, or to any official or employee of a client or potential client of the Company, nor will Consultant participate in the establishment of any secret or unrecorded fund, or in making any false or fictitious entries in the books or records of any company or any other action or activity that would cause the Company or any affiliate or subsidiary of the Company to be in violation of any laws, including, but not limited to, the FCPA or any international or national anti-bribery laws.

8.4.     Notice, Suspension and Termination . Notwithstanding any other term or condition contained in this Agreement, it is further understood and agreed that should the Company have any reason to believe that any money is being or has been paid in a manner described in Section 8.3 above, the Company (a) shall notify Consultant of such belief and provide Consultant with a description of the basis for such belief, and (b) shall have the right, without liability to the Company or any of its affiliates, to immediately suspend the payment of any remuneration to Consultant to the extent the Company determines in good faith that such suspension may be necessary to limit or avoid any claim for violation of the FCPA, the OECD Convention, or any other applicable law. Consultant shall have seven (7) days following the delivery of such notice to provide proof satisfactory to the Company that money is not being and has not been paid in a manner described in Section 8.3 above. If Consultant has not been able to provide such proof to the Company within such time period, the Company shall have the right to terminate this Agreement without any liability to Consultant.

8.5.     Audit Rights and Records . Consultant shall keep accurate records and books of account showing all charges, disbursements and expenses made or incurred by Consultant in the performance of the services hereunder. During the Term of the Agreement and for a period of seven (7) years thereafter, upon written notice by the Company to Consultant hereunder, the Company and its affiliates shall have the right to audit at reasonable times Consultant’s books and records relating

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to any transactions concerning the subject matter of this Agreement to ensure compliance with applicable laws. Consultant shall maintain books and records of any and all transactions pursuant or related to this Agreement in such form and containing such information as shall be sufficient and appropriate to accurately reflect such transactions. Furthermore, Consultant will provide to the Company or its affiliates such documents or other evidence (whether written, oral or otherwise) as the Company or its affiliates may request from time to time so that the Company or its affiliates may determine and establish compliance with the provisions of this Section 8, including individual certifications of Consultant and his principals, employees, agents or other representatives (as applicable) as may have worked on his behalf in connection with performance under this Agreement, attesting to compliance with the foregoing.

8.6.     Certifications and Training . Consultant shall provide, as may be periodically requested by the Company, any certification reasonably requested by the Company that Consultant has read, understands and is abiding by the Company’s policies regarding the FCPA and the Company’s Code of Ethics and Business Conduct, and shall further provide any other certification reasonably requested by the Company as to compliance matters. Consultant understands that the Company may, from time to time, provide training on areas related to compliance with laws and business ethics and conduct. Consultant hereby agrees that Consultant shall make himself reasonably available for such training, and shall certify compliance with, in writing, as may be requested by the Company from time to time.

9.     Term and Termination .

9.1.     Term and Rights to Terminate . The term of this Agreement (the “ Term ”) and Consultant’s engagement shall commence on the Effective Date and continue until the earlier of (i) the last day of the month in which the final vesting date of any three- (3-) year cliff vesting performance units (or similar awards) held by Consultant is scheduled to occur or (ii) the date that this Agreement is terminated by Consultant upon written notice of termination to the Company.

9.2.     Effects of Termination . Except as may otherwise be expressly provided herein, upon the termination of this Agreement for any reason pursuant to Section 9.1 above, (i) Consultant shall immediately discontinue the performance of services on the date and to the extent specified in the notice, (ii) Consultant will promptly return all property of the Company or its affiliates which may be held in Consultant’s custody or trust, including but not limited to, equipment/and or documents of any nature whatsoever, and Consultant will not duplicate or cause to have duplicated any documents relating to the services performed by Consultant under this Agreement, except as may be specifically authorized in writing by the Company, (iii) Consultant shall promptly return all Confidential Information as provided in Section 7.2(b), (iv) Consultant shall be reimbursed for any actual costs incurred during the performance of services hereunder up to the date of termination that have not been previously reimbursed by the Company, but only to the extent such costs are necessary, reasonable and verifiable and have been incurred by Consultant prior to or in connection with discontinuing the work hereunder, specifically excluding unabsorbed overhead or anticipatory profit, and (v) neither party hereto shall have any further obligations to the other under this Agreement beyond any other rights or obligations that have accrued hereunder prior to the date of termination.

9.3.     Survival . Any provision of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Sections 5 through 21, shall survive and remain in effect after the termination of this Agreement


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10.     Indemnification . Consultant shall indemnify, defend and hold harmless the Company from and against any and all claims, actions, suits, inquiries, investigations and proceedings, and any and all losses, liabilities, penalties, damages, costs or expenses of any kind whatsoever incurred in connection with such claims, actions, suits, inquiries, investigations and proceedings, based upon or arising out of the gross negligence, fraud or willful misconduct of Consultant, except to the extent caused by the gross negligence or willful misconduct of the Company.

11.     Release . In exchange for the valuable consideration described in Section 2, Consultant hereby releases the Company, the Company Group, and each of their employees, officers, directors, stockholders, agents, affiliates, subsidiaries, parent corporations, successors, legal representatives and assigns, as well as each of the above entities’ past and present officers, directors, employees, shareholders, members, trustees, joint ventures, attorneys, partners, and anyone claiming through them (collectively, the “ Released Parties ”), from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees and compensation in any form whatsoever, whether known or unknown, which Consultant now has or may have, or which may hereafter accrue against any of the Released Parties on account of or in any way growing out of Consultant’s prior employment with the Company or the termination thereof or otherwise arising up to and including the date Consultant signs this Agreement, including, but not limited to, claims for wrongful discharge, breach of implied or express contracts, breach of an implied covenant of good faith and fair dealing, tortious interference with contract or prospective economic advantage, violation of public policy, intentional or negligent infliction of emotional distress, negligent hiring/supervision, defamation, fraud, or other wrongful conduct, including, specifically, any claims arising out of any legal or contractual restriction on the Company’s right to terminate its employees, claims for wages, bonuses, incentives, employment benefits, and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, Consultant Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, or Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967, and the Older Workers Benefit Protection Act, all as amended, or any other provision of federal, state or local statutory or common law or regulation.

Consultant and the Company agree and expressly acknowledge that this Agreement includes a waiver and release of all claims which Consultant has or may have under the Age Discrimination in Employment Act of 1967, as amended (“ ADEA ”).
Consultant specifically waives any and all claims against the Released Parties, including claims which Consultant did not know or suspect to exist at the time of executing the Agreement. Consultant understands the full nature, extent and import of the preceding sentence, and understands that the Company would not have agreed to provide the consideration described in Section 2 if the release in this Agreement did not cover all claims for future damages, whether or not those damages have manifested themselves, are known to the parties, and/or are anticipated by the parties at the present time.
This release, however, does not waive any rights or claims that may arise after the date Consultant signs this Agreement. Further, nothing will preclude Consultant from (i) bringing a lawsuit or proceeding against the Company to enforce the Company’s obligations under this Agreement or the Employment Agreement or to challenge the enforceability of the release under the Older Worker Benefit Protection Act, (ii) filing a complaint with, providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any state, federal or local regulatory or law enforcement agency or legislative body, or (iii) filing any claims that are not permitted to be waived or released under the Fair Labor Standards

B-12



Act or other applicable law. However, Consultant waives the right to receive any relief (legal or equitable) from the Company based on any charge, proceeding, complaint, or lawsuit against the Company filed by Consultant or anyone else on Consultant’s behalf, except for a claim to enforce the Company’s obligations under this Agreement or the Employment Agreement.
Consultant further acknowledges and agrees that nothing in this Agreement prohibits Consultant from reporting to any governmental authority information concerning possible violations of law or regulation and that Consultant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of trade secret information in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, and Consultant may use it in certain court proceedings provided Consultant submits it under seal and consistent with 18 U.S.C. 1833. Nothing contained in this Agreement prohibits Consultant from voluntarily or anonymously contacting governmental authorities regarding possible violations of law or from recovering a whistleblower award. Consultant will retain all rights and consideration provided in this Agreement regardless of whether Consultant communicates with any governmental authorities, or if Consultant receives a whistleblower award.
12.     Disputes . Except with respect to enforcement of the Company’s rights under Section 6 and Section 7 of this Agreement, Consultant and the Company agree to submit exclusively to final and binding arbitration any and all disputes or disagreements relating to or concerning the interpretation, performance or subject matter of this Agreement in accordance with the National Rules of the American Arbitration Association (“ AAA ”) using a mutually acceptable single arbitrator. In the event that the parties cannot agree on an arbitrator, the parties shall submit the selection of the arbitrator to the AAA. The arbitration will take place in Houston, Texas. Consultant and the Company agree that the decision of the arbitrator will be final and binding on both parties. Arbitration shall be commenced by either party filing a demand for arbitration with the AAA within 60 days after such dispute has arisen. The prevailing party in a final and binding arbitration decision shall be entitled to recover from the other party the arbitrator’s award and the reasonable costs and expenses incurred by such prevailing party in connection therewith (including attorneys’ fees); provided, however, that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrator shall in all circumstances be paid by the Company. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator.

Consultant and the Company acknowledge and agree that this Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles or rules thereof.
Subject first to the requirement to seek arbitration, Consultant and the Company irrevocably and unconditionally agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be brought in either the Federal District Court for the Southern District of Texas—Houston Division or in a judicial district court of Harris County, Texas (hereinafter referred to as the “ Texas Courts ”). In that regard, Consultant and the Company waive, to the fullest extent allowed, any objection that Consultant and the Company may have to the venue of any such proceeding being brought in the Texas Courts, and any claim that any such action or proceeding brought in the Texas Courts has been brought in an inconvenient forum. In addition, Consultant and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of the Texas Courts in any such suit, action or proceeding. Consultant and the Company acknowledge and agree that a judgment in any suit, action or proceeding brought in the Texas Courts shall be conclusive and binding on each and may be enforced in any other courts to whose jurisdiction Consultant and the Company is or may be subject to, by suit upon such judgment.
In the event Consultant obtains a final judgment in his favor by a court of competent jurisdiction with respect to any dispute regarding the Company’s failure to pay Consultant on a timely basis the amounts

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to which he is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, the Company shall pay all amounts and damages to which Consultant may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Consultant to enforce Consultant’s rights hereunder.

13.     Notice . All notices, requests, demands, declarations and other communications required hereunder or given pursuant hereto shall be in writing and shall become effective (a) if given by facsimile, when transmitted and receipt has been confirmed, (b) if given by courier or overnight delivery, when delivered by such courier or overnight delivery carrier, or (c) if personally delivered, when so delivered in person, addressed as follows:

(i)    If to Consultant:    (ii)    If to the Company:
Paul C. Gregory    Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600    2800 Post Oak Blvd., Suite 2600
Houston, Texas 77056    Houston, Texas 77056
Attention: ___________________
Facsimile: ___________________

or at such other address as either party may from time to time designate for itself by written notice to the other party.

14.     Assignment . The Company has chosen Consultant on the basis of Consultant’s experience and qualifications, including Consultant’s reputation for ethical business conduct and compliance with applicable laws. As such, Consultant agrees not to assign any of its rights or obligations under this Agreement, or delegate the performance of any of the duties hereunder, to any person or entity.

15.     Entire Agreement; No Third Party Rights . This Agreement sets forth the entire agreement between Consultant and the Company and fully supersedes and replaces the Employment Agreement and any and all prior and contemporaneous agreements or understandings, written or oral, between the Company and Consultant pertaining to the subject matter of this Agreement. A person who is not a party to this Agreement has no rights to enforce or to enjoy any of the benefits of any term of this Agreement

16.     Heading and Captions . The heading and captions used in this Agreement are for convenience of reference purposes only and are not intended to, and will in no way, define, describe, interpret, limit, expand or otherwise affect the extent of this Agreement or the meaning or construction of any provision of this Agreement.

17.     Partial Invalidity . Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, all remaining provisions of this Agreement shall otherwise remain in full force and effect and be construed as if such illegal, invalid or unenforceable provision had not been included herein.

18.     Waiver; Amendment . No term, provision or condition of this Agreement can be waived, amended, supplemented or otherwise modified except in writing and signed by the Company and Consultant,

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and then such waiver, amendment, supplement or other modification shall only be effective in the specific instance and for the specific purpose for which given.

19.     No Waiver . No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or waiver thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege whatsoever hereunder. The waiver by either party hereto of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions.

20.     Acknowledgment . The parties affirm that they have read this Agreement and have had adequate time to consider the terms of the Agreement. Consultant and the Company represent and acknowledge that in executing this Agreement they do not rely upon and have not relied upon any representation or statement made by any of the parties or by any of the parties’ agents, attorneys, employees or representatives with regard to the subject matter, basis or effect of this Agreement or otherwise, other than those specifically stated in this Agreement.

21.     Counterparts; Signatures . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. It will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of the other party to this Agreement.

22.     Consideration Period . Consultant is advised to consult an attorney before signing this Agreement. Consultant agrees and acknowledges that Consultant has carefully read this Agreement and fully understands all of its provisions, and Consultant further agrees and acknowledges that Consultant has entered into this Agreement freely, knowingly, and voluntarily. Consultant acknowledges that Consultant has been provided twenty-one (21) days since Consultant received this Agreement to decide whether or not to sign this Agreement. Consultant must return the signed Agreement to the Company at the address provided in Section 13, Attention: [_______] , on or before the end of the twenty-one (21) day period. Any questions may be directed to [_______] , at [phone number] or [email address] .

23.     Revocation Period . Consultant will have the right to revoke the waiver and release of claims under the ADEA during the first seven (7) days after signing this Agreement. Therefore, this Agreement shall not become effective or enforceable until the revocation period has expired without Consultant having revoked this Agreement (the “ Release Effective Date ”). In order to revoke this Agreement, Consultant must submit written notice of revocation to the Company at the address provided in Section 13, Attention: [_______] , such that notice is received by the Company before the expiration of the seven (7) day revocation period. If the Agreement is revoked, or if the Release Effective Date is not prior to the Effective Date, Consultant will not receive payment or benefits under this Agreement or certain benefits under the Employment Agreement.


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.



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QUANTA SERVICES, INC.    CONSULTANT:



By: ______________________________    _____________________________________
[Name]    Name:                         
[Title]



Active 36120394.6


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EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is entered into between Quanta Services, Inc. (“ Quanta ”) and Donald C. Wayne (“ Employee ”) on the 12 th day of September, 2017, but effective as of the 15 th day of May, 2017 (the “ Effective Date ”).
I.
RECITALS
As of the date of this Agreement, the Employer Group (as defined below) is engaged primarily in the business of specialty contracting for customers in the electric power, natural gas, oil, pipeline, renewable energies and telecommunications industries, as well as for transportation, commercial and industrial customers. As such, the Employer Group has developed and continues to develop and use certain trade secrets and other Proprietary and Confidential Information, as hereinafter defined. The Employer Group has spent a substantial amount of time, effort and money, and will continue to do so in the future, to develop or acquire such Proprietary and Confidential Information and promote and increase its good will. Employer (as defined below) and Employee acknowledge and agree that Proprietary and Confidential Information is an asset of particular and immeasurable value to the Employer Group.
Pursuant to this Agreement, Employee shall be employed by Employer in a confidential and fiduciary relationship and such Proprietary and Confidential Information will necessarily be provided to, communicated to, or acquired by Employee by virtue of his employment with Employer.
Based upon the above, Employer desires to retain the services of Employee on its own behalf, as well as on the behalf of its subsidiaries and affiliated companies and, in so doing, protect its Proprietary and Confidential Information subject to the terms and conditions set forth herein.
II.
DEFINITIONS
A.    For purposes of this Agreement, “ Employer ” shall mean Quanta or any other affiliated entity that is deemed to be the employer of Employee, and “ Employer Group ” shall mean Quanta and its predecessors, designees, successors, and past, present and future operating companies, divisions, subsidiaries and/or affiliates.
B.    As used in this Agreement, “ Proprietary and Confidential Information ” means any and all non-public information or data in any form or medium, tangible or intangible, which has commercial value and which the Employer Group possesses or to which the Employer Group has rights. Proprietary and Confidential Information includes, by way of example and without limitation, information concerning the Employer Group’s specific manner of doing business, including, but not limited to, the processes, methods or techniques utilized by the Employer Group, the Employer Group’s customers, marketing strategies and plans, pricing information, sources of supply and material specifications, the Employer Group’s computer programs, system documentation, special hardware, related software development, and the Employer Group’s business models, manuals, formulations, equipment, compositions, configurations, know-how, ideas, improvements and inventions.

        




Proprietary and Confidential Information also includes information developed by Employee during his course of employment with Employer or otherwise relating to Company-Related Inventions and Developments, as hereinafter defined, as well as other information to which he may be given access to in connection with his employment.
C.    As used in this Agreement, “ Inventions and Developments ” means any and all inventions, developments, creative works and useful ideas of any description whatsoever, whether or not patentable. Inventions and Developments include, by way of example and without limitation, discoveries and improvements that consist of or relate to any form of Proprietary and Confidential Information.
D.    As used in this Agreement, “ Company-Related Inventions and Developments ” means all Inventions and Developments that: (a) relate at the time of conception or development to the actual business of the Employer Group or to its actual research and development or to business or research and development that is the subject of active planning at the time; (b) result from or relate to any work performed for Employer, whether or not during normal business hours; (c) are developed on Employer’s time; or (d) are developed through the use of the Employer Group’s Proprietary and Confidential Information, equipment, software, or other facilities and resources.
E.    For purposes of this Agreement, “ make ” or “ made ,” when used in relation to Inventions and Developments, includes any one or any combination of: (a) conception; (b) reduction to practice; or (c) development; and is without regard to whether Employee is a sole or joint inventor.
F.    For purposes of this Agreement, “ Change in Control ” shall mean:
1.    Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any Voting Security of Quanta and immediately after such acquisition such person, entity or group is, directly or indirectly, the Beneficial Owner of Voting Securities representing fifty percent (50%) or more of the total fair market value or total voting power of all of the then-outstanding Voting Securities of Quanta; or
2.    Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly, or has acquired during the preceding twelve (12) months, Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any Voting Security of Quanta and immediately after such acquisition such person, entity or group is, directly or indirectly, the Beneficial Owner of Voting Securities representing thirty percent (30%) or more of the total voting power of all of the then-outstanding Voting Securities of Quanta; or
3.    Individuals who, as of the date hereof, constitute the Board of Directors of Quanta (the “ Board ”), and any new director whose election by the Board or nomination for election by Quanta’s stockholders was approved by a vote of a majority of the directors then still in office who were directors as of the date hereof or whose election or nomination for election was previously

2




so approved, cease for any reason to constitute at least a majority of the members of the Board within a 12-month period; or
4.    Any person or entity, or more than one person or entity acting as a group, other than a member of the Employer Group or an employee benefit plan of the Employer Group, acquires directly or indirectly, or has acquired during the preceding 12-months, forty percent (40%) or more of the total gross fair market value of assets of the Employer Group.
G.    For purposes of this Agreement, “ Voting Security ” means common stock or other capital stock, including preferred stock, of the applicable entity entitled generally to vote in the election of directors and preferred stock and other equity securities (not including options, warrants or similar rights) convertible into securities entitled generally to vote in the election of directors (whether or not then convertible).
III.
TERMS OF EMPLOYMENT
A.     Position and Duties . Employee is hereby employed by Employer as Executive Vice President and General Counsel. Employee shall have the primary responsibilities, duties and authority commensurate with Employee’s position and as prescribed from time to time by the Board or Quanta’s Chief Executive Officer, in their discretion, in a manner consistent with Employee’s position. Employee shall devote his full business time, attention and effort to the performance of this Agreement and to his duties as described herein.
1.    Employee shall faithfully adhere to, execute and fulfill the duties and responsibilities of Employee’s position and as prescribed from time to time by the Board or Quanta’s Chief Executive Officer.
2.    Employee agrees to devote reasonable attention and time to the business and affairs of Employer and, to the extent necessary, to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities.
3.    Employee shall not, during the term of his employment, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee’s duties and responsibilities to Employer. The foregoing limitations shall not be construed as prohibiting Employee from serving on corporate, civic or charitable boards or committees, delivering lectures or fulfilling speaking engagements, teaching at educational institutions, or making personal investments, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities to Employer as set forth in this Agreement.
4.    In the performance of his duties, Employee shall use his best efforts to adhere to the legal requirements codified in statutes, ordinances and governmental regulations applicable to Employer.
B.     Term. The initial term of this Agreement shall begin on the Effective Date and shall continue for two (2) years, unless terminated sooner pursuant to the provisions of this Agreement

3




(the “ Initial Term ”). At the expiration of the Initial Term, unless terminated sooner pursuant to the provisions of this Agreement, and each annual anniversary thereafter, this Agreement will renew automatically for an additional one (1) year period (the “ Renewal Term ”) unless either party notifies the other party in writing of its or his intention not to renew this Agreement (the “ Renewal Termination Notice ”) not less than six (6) months prior to the expiration of the Initial Term or of any Renewal Term (the Initial Term and any Renewal Term are referred to collectively as the “ Term ”).
1.     Termination upon Death . This Agreement (and all of Employee’s rights and Employer’s obligations hereunder) shall terminate as of the date of Employee’s death.
2.     Termination upon Disability . If Employee becomes Disabled as defined herein, Employer may, by written notice to Employee, terminate this Agreement and Employee’s employment hereunder. For purposes of this Agreement, “ Disabled ” or “ Disability ” means, as determined by the Compensation Committee of the Board (the “ Committee ”), that (i) Employee is unable to engage in any substantial gainful activity by reason of a physical or mental impairment that is expected to result in death or last twelve (12) months or more, or Employee receives replacement income for three (3) months or more due to such physical or mental impairment or (ii) such other definition that complies with the definition of disability under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations promulgated thereunder.
3.     Termination for Cause . Employer may terminate this Agreement and Employee’s employment hereunder for Cause by providing written notice to Employee of its intention to do so. For purposes of this Agreement, “ Cause ” shall mean:
a.    Employee’s gross negligence in the performance of, intentional nonperformance of, or inattention to his material duties and responsibilities hereunder, any of which continue for five (5) business days after receipt of written notice of need to cure the same;
b.    Employee’s willful dishonesty, fraud or material misconduct with respect to the business or affairs of Employer;
c.    the violation by Employee of any of Employer’s policies or procedures, which violation is not cured by Employee within five (5) business days after Employee has been given written notice thereof;
d.    a conviction of, a plea of nolo contendere, a guilty plea, or confession by Employee to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude;
e.    Employee’s use of illegal substances or habitual drunkenness; or
f.    the breach by Employee of this Agreement if Employee does not cure such breach within five (5) business days after Employee has been given written notice thereof.
4.     Termination for Good Reason . Employee may terminate this Agreement and his employment hereunder for Good Reason in the twelve (12) months following a Change in

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Control by providing written notice to Employer of his intention to do so. For purposes of this Agreement, “ Good Reason ” shall mean:
a.    the assignment to Employee of any duties inconsistent with Employee’s position (including offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section III.A of this Agreement and as in effect immediately prior to the Change in Control, or any other action by Employer that results in a diminution in such position, authority, duties or responsibilities (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith);
b.    any material breach of this Agreement by Employer, including any requirement that Employee be based at any office or location that results in a violation of Section III.E of this Agreement;
c.    any failure by Employer to comply with any of the provisions of Section IV of this Agreement (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith);
d.    any failure by Employer to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan or other compensation, retirement or benefit plan and policy, unless the aggregate value (as computed by an independent employee benefits consultant selected by Employer and reasonably acceptable to Employee or Employee’s legal representative) of all such compensation, retirement or benefit plans and policies provided to Employee is not materially less than their aggregate value as in effect at any time during the one hundred twenty (120) day period immediately preceding a Change in Control or, if more favorable to Employee, those provided generally at any time after the Change in Control to other peer employees of Employer and its affiliated companies;
e.    Employee’s receipt from Employer of a Renewal Termination Notice as provided in Section III.B; and
f.    in the event of a pending Change in Control, Employer and Employee have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Employer Group’s business and/or assets that such successor is willing as of the closing to assume and agree to perform Employer’s obligations under this Agreement in the same manner and to the same extent that Employer is hereby required to perform.
Employee must provide written notice to Employer of the existence of the condition(s) described in Section III.B.4.a through Section III.B.4.d above within 90 days of the initial existence of the condition(s). Employer shall have 30 days after such notice is given during which to remedy the condition(s), and such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected by Employer within the 30 day cure period and Employee has been reasonably compensated for monetary losses or damages resulting therefrom.

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C.     Notice of Termination . Any termination by Employer for Cause or Disability or by Employee for Good Reason shall be communicated by a Notice of Termination provided to the other party pursuant to the provisions of Section IX.C of this Agreement. For purposes of this Agreement, “ Notice of Termination ” means a written notice that: (1) indicates the specific termination provision or provisions as set forth in this Agreement relied upon by either Employer or Employee; (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination under the provision or provisions of this Agreement relied upon by either Employer or Employee; and (3) if the Date of Termination (as defined below) is other than the date of receipt of such Notice of Termination, specifies the termination date. The failure by either Employer or Employee to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause or Good Reason shall not waive any right of Employer or Employee or preclude Employer or Employee from asserting such fact or circumstance in enforcing Employer’s or Employee’s rights or obligations under this Agreement.
D.     Date of Termination . According to this Agreement, “ Date of Termination ” shall mean: (1) if Employee’s employment is terminated for Cause or Disability, or by Employee for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein or as required under this Agreement; (2) if Employee’s employment is terminated by Employer other than for Cause or Disability, the Date of Termination shall be the date on which Employer notifies Employee of such termination; (3) if Employee’s employment is terminated by reason of death, the Date of Termination shall be the date of the death of Employee; or (4) if Employee voluntarily terminates his employment, the Date of Termination shall be the date on which Employee and Employer shall agree to be the Date of Termination.
E.     Place of Performance . Nothing contained in this Agreement shall be deemed to require Employee to relocate from Employee’s present residence to another geographic location in order to carry out Employee’s duties and responsibilities under this Agreement, other than normal business travel consistent with Employee’s duties, responsibilities and position.
IV.
COMPENSATION
A.     Annual Base Salary . Employer agrees to compensate and pay Employee, or to cause Employee to be compensated and paid, an annual base salary of $500,000, payable on a regular basis in accordance with Employer’s standard payroll procedures but not less frequently than monthly.
On at least an annual basis, the Board or a duly constituted committee thereof will review Employee’s performance and may make increases to Employee’s annual base salary if, in its sole discretion, any such increase is warranted.
B.     Bonus . Employee shall participate in Employer’s annual and long-term incentive bonus plans at a level commensurate with Employee’s position. Employee may participate in other current and future incentive bonus plans as determined by the Board or a duly constituted committee thereof.

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C.     Incentive, Savings and Retirement Plans. Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other peer employees of Employer.
D.     Welfare Benefit Plans . Employee and Employee’s dependents shall receive coverage under the welfare benefit plans, practices, policies and programs provided by Employer including, but not limited to, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs, generally applicable to other peer employees of Employer, the terms and conditions of which shall be no less favorable than those available to other similarly situated officers of Employer.
E.     Reimbursement of Expenses . Employer shall reimburse Employee or cause Employee to be promptly reimbursed for all reasonable and necessary expenses incurred by Employee in furtherance of the business and affairs of the Employer Group including, but not limited to, all travel expenses and living expenses while away from home on business or at the request of Employer or the Board. Such reimbursement shall be effected as soon as reasonably practicable after such expenditures are made, against presentation of signed, itemized expense reports in accordance with the travel and business expense reimbursement policies of Employer.
F.     Severance Benefits upon Termination . As set forth below, the following obligations are imposed upon Employer upon termination of this Agreement; provided, however, that to be entitled to such severance benefits, Employee will be required to execute, and not revoke, a Confidential Severance Agreement and Release provided by Employer as more fully described in Section IV.I below.
1.     Death . If Employee’s employment is terminated due to his death, Employee shall not be entitled to any severance benefits under the terms of this Agreement.
2.     Disability . If Employee’s employment is terminated due to his Disability, Employee shall be entitled to severance benefits equal to one (1) year of Employee’s annual base salary. Subject to Employee’s compliance with the requirements of Section IV.I below, such severance benefits shall be paid to Employee in a lump-sum payment within sixty (60) days of the Date of Termination.
3.     Cause . If Employee’s employment is terminated for Cause as defined under this Agreement, Employee shall not be entitled to any severance benefits under the terms of this Agreement.
4.     Without Cause . If Employee’s employment is terminated by Employer without Cause (other than within the twelve (12) months following a Change in Control), Employee shall be entitled to severance benefits equal to two (2) years of Employee’s annual base salary. Subject to Employee’s compliance with the requirements of Section IV.I below, such severance benefits shall be paid to Employee in a lump-sum payment within sixty (60) days of the Date of Termination. In the event that Employee is entitled to receive severance benefits under Section IV.G.1, Employee will not be entitled to receive severance benefits under this Section.

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5.     Resignation by Employee . If Employee resigns his employment, Employee shall not be entitled to any severance benefits under the terms of this Agreement unless Employee resigns his employment for Good Reason within the twelve (12) months following a Change in Control as described in Section IV.G.2 below.
G.    Severance Benefits upon Change in Control.
1.     Termination without Cause . In the event Employee is terminated without Cause by Employer within twelve (12) months following a Change in Control, Employee shall be entitled to the following:
a.    a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times Employee’s base salary at the rate then in effect; and
b.    a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times the higher of (i) the highest annual cash bonus paid (or earned if not yet paid) to Employee for the three (3) fiscal years preceding Employee’s termination under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof or (ii) Employee’s target annual cash bonus payable, including any bonus or portion thereof which has been earned but deferred, under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof for the current fiscal year or, if such target bonus has not yet been determined, for the most recently completed fiscal year; and
c.    for a period of three (3) years following Employee’s termination continuation of medical, dental and vision benefit coverage for Employee and Employee’s dependents at least equal to those that would have been provided to the same in accordance with the plans, programs, practices and policies described in Section IV.D of this Agreement if Employee’s employment had not been terminated or, if more favorable to Employee, as in effect generally at any time thereafter with respect to other peers of Employee; provided, however, that if Employee becomes reemployed with another employer and is eligible to receive medical, dental or vision benefits under another employer provided plan, the medical, dental and vision benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.
In the event that Employee is entitled to receive severance benefits under this Section V.G.1, Employee will not be entitled to receive severance benefits under Section IV.F.4.
2.     Termination by Employee with Good Reason . In the event Employee terminates his employment for Good Reason within twelve (12) months following a Change in Control, Employee shall be entitled to:
a.    a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times Employee’s base salary at the rate then in effect;
b.    a lump-sum payment, due on the Date of Termination, of a sum equal to three (3) times the higher of (i) the highest annual cash bonus paid (or earned if not yet paid) to

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Employee for the three (3) fiscal years preceding Employee’s termination under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof or (ii) Employee’s target annual cash bonus payable, including any bonus or portion thereof which has been earned but deferred, under Employer’s annual incentive bonus plan or a direct predecessor thereto or replacement thereof for the current fiscal year or, if such target bonus has not yet been determined, for the most recently completed fiscal year; and
c.    for a period of three (3) years following Employee’s termination continuation of medical, dental and vision benefit coverage for Employee and Employee’s dependents at least equal to those that would have been provided to the same in accordance with the plans, programs, practices and policies described in Section IV.D of this Agreement if Employee’s employment had not been terminated or, if more favorable to Employee, as in effect generally at any time thereafter with respect to other peers of Employee; provided, however, that if Employee becomes reemployed with another employer and is eligible to receive medical, dental or vision benefits under another employer provided plan, the medical, dental and vision benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.
3.     Limitation on Severance Benefits . Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as herein after provided) that any payment or distribution by Employer or any of its affiliates to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program, or arrangement including, without limitation, any stock option, restricted stock, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing (individually and collectively, a “ Payment ”), would be subject, but for the application of this Section IV.G.3 to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto (hereinafter the “ Excise Tax ”), by reason of being considered “contingent on a change in ownership or control” of Employer, within the meaning of Section 280G(b)(2) of the Code, or any successor provision thereto, then:
a.    if the After-Tax Payment Amount would be greater by reducing the amount of the Payment otherwise payable to Employee to the minimum extent necessary (but in no event less than zero) so that, after such reduction, no portion of the Payment would be subject to the Excise Tax, then the Payment shall be so reduced; and
b.    if the After-Tax Payment Amount would be greater without the reduction then there shall be no reduction in the Payment.
As used in this Section IV.G.3, “ After-Tax Payment Amount ” means (i) the amount of the Payment, less (ii) the amount of federal income taxes payable with respect to the Payment calculated at the maximum marginal income tax rate for each year in which the Payment shall be paid to Employee (based upon the rate in effect for such year as set forth in the Code at the time of the Payment), less (iii) the amount of the Excise Tax, if any, imposed upon the Payment. For purposes of any reduction made under Section IV.G.3.a, the Payments that shall be reduced shall be those

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that provide Employee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata.
H.     Compliance with Section 409A of the Code . The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code.
For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code.
If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein.
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.
I.     Confidential Severance Agreement and Release . Notwithstanding any provision herein to the contrary, if Employee has not delivered to Employer an executed Confidential

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Severance Agreement and Release (the “ Release ”) on or before the fiftieth (50th) day after the Date of Termination, or if Employee revokes such executed Release prior to the sixtieth (60th) day after the Date of Termination, Employee shall forfeit all of the payments and benefits described in Section IV.F.2 or Section IV.F.4, as applicable; provided, however, that Employee shall not forfeit such amounts if Employer has not delivered to Employee the required form of Release on or before the 25th day following the Date of Termination. A form of Release is attached as Exhibit A hereto. Employee acknowledges that Employer retains the right to modify the required form of the Release as Employer deems necessary in order to effectuate a full and complete release of claims against the Employer Group and its affiliates, officers and directors.
V.
COMPANY-RELATED INVENTIONS AND DEVELOPMENTS
A.     Records of Inventions . Employee shall keep complete and current written records of Inventions and Developments made during the course of his employment with Employer and promptly disclose all such Inventions and Developments in writing to Employer so that it may adequately determine its rights in such Inventions and Developments. Employee shall supplement any such disclosure to the extent Employer may request. If Employee has any doubt as to whether or not to disclose any Inventions and Developments, Employee shall disclose the same to Employer.
B.     Ownership of Inventions . All Company-Related Inventions and Developments made by Employee during the term of his employment with Employer shall be the sole and exclusive property of the applicable member(s) of the Employer Group. Employee shall assign, and does hereby assign, his entire right, title and interest in such Company-Related Inventions and Developments to the applicable member(s) of the Employer Group. Employer’s ownership and the foregoing assignment shall apply, without limitation, to all rights under the patent, copyright, and trade secret laws of any jurisdiction relating to Company-Related Inventions and Developments. If Employee asserts any property right in any Inventions and Developments made by Employee during the term of his employment with Employer, Employee shall promptly notify Employer of the same in writing.
C.     Cooperation with Employer . Employee shall assist and fully cooperate with Employer in obtaining and maintaining the fullest measure of legal protection which the Employer Group elects to obtain and maintain for Inventions and Developments in which the Employer Group has a property right. Employee shall execute any lawful document requested by Employer relating to obtaining and maintaining legal protection for any said Inventions and Developments including, but not limited to, executing applications, assignments, oaths, declarations and affidavits. Employee shall make himself available for interviews, depositions and testimony relating to any said Inventions and Developments. These obligations shall survive the termination of Employee’s employment with Employer, provided that Employer shall compensate Employee at a reasonable rate after such termination for time actually spent by Employee at Employer’s requests on such assistance. In the event Employer is unable for any reason whatsoever to secure Employee’s signature to any document reasonably necessary or appropriate for any of the foregoing purposes including, but not limited to, renewals, extensions, continuations, divisions or continuations in part, in a timely manner, Employee irrevocably designates and appoints Employer and its duly authorized officers and agents as his agents and attorneys-in-fact to act for Employee and on his behalf, but only for purposes of executing

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and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by Employee.
D.     Pre-employment Inventions . Employee shall completely identify on Exhibit B attached hereto, without disclosing any trade secret or other proprietary and confidential information, all Inventions and Developments made by Employee prior to his employment with Employer or prior to execution of this Agreement in which Employee has an ownership interest and which is not the subject matter of an issued patent or a printed publication at the time Employee executes this Agreement.
E.     Disclosure of Inventions after Termination . Employee shall promptly and completely disclose in writing to Employer’s law department all Company-Related Inventions and Developments made by Employee during the one (1) year immediately following Employee’s termination of employment, whether voluntarily or involuntarily, for the purposes of determining Employer’s rights in each such invention. It will be presumed that Company-Related Inventions and Developments conceived by Employee which are reduced to practice within one (1) year after termination of Employee’s employment, whether voluntary or involuntary, were conceived during the term of Employee’s employment with Employer unless Employee is able to establish a later conception date by clear and convincing evidence.
VI.
OBLIGATIONS RELATING TO PROPRIETARY
AND CONFIDENTIAL INFORMATION
A.     Obligations of Employer .
1.     Proprietary and Confidential Information . Employer shall provide Employee, during his employment, with valuable Proprietary and Confidential Information for the purpose of assisting Employee in the performance of his job requirements and responsibilities with Employer. In addition, Employer shall provide to Employee, during his employment, with the equipment, materials and facilities necessary to assist Employee in the performance of his job requirements and responsibilities with Employer.
2.     Training . Employer shall provide Employee with any and all specialized training necessary to assist Employee in the performance of his job requirements and responsibilities with Employer including, but not limited to, training relating to the Employer Group’s cost structures, methods of operation, the Employer Group’s products and marketing techniques, the Employer Group’s business strategies, plans and models.
B.     Obligations of Employee .
1.     Nondisclosure of Proprietary and Confidential Information . Both during and after the termination of employment, whether such termination is voluntary or involuntary, Employee shall keep in confidence and trust all Proprietary and Confidential Information. Both during and after the termination of employment, whether such termination is voluntary or involuntary, Employee shall not use or disclose Proprietary or Confidential Information without

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the written consent of Employer, except as may be necessary in the ordinary course of performing his duties to Employer.
2.     Return of Proprietary and Confidential Information . All documents and tangible things (whether written or electronic) embodying or containing Proprietary and Confidential Information are the Employer Group’s exclusive property. Employee shall be provided with or given access to such Proprietary and Confidential Information solely for performing his duties of employment with Employer. Employee shall protect the confidentiality of their content and shall return all such Proprietary and Confidential Information, including all copies, facsimiles and specimens of them in any tangible or electronic forms in Employee’s possession, custody or control to Employer before leaving the employment of Employer for any reason, whether voluntary or involuntary.
3.     Confidential Information from Previous Employment . Employee shall not disclose or use during his employment with Employer any proprietary and confidential information which Employee has acquired as a result of any previous employment or under a contractual obligation of confidentiality before his employment with Employer and, furthermore, Employee shall not bring to the premises of Employer any copies or other tangible embodiments of any such proprietary and confidential information.
4.     Conflict of Interest . Employee shall not engage in outside employment or other activities in the course of which Employee would use or might be tempted or induced to use Proprietary and Confidential Information in other than the Employer Group’s own interest.
5.     Agreement Not to Compete/Solicit .
a.     Non-Compete . Employee agrees that during the Covenant Period (as defined below), he shall not, without Employer’s written consent, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business venture of any nature:
(i)    engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in any business or industry in which the Employer Group is engaged, within the United States, Canada or any other country in which the Employer Group conducts business, including any territory serviced by the Employer Group, or in which the Employer Group is actively pursuing business opportunities (the “ Territory ”);
(ii)    call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Employer Group, or a prospective customer that has been actively solicited by the Employer Group, within the Territory for the purpose of soliciting or selling products or services in competition with the Employer Group; or
(iii)    call upon any prospective acquisition candidate, on Employee’s own behalf or on behalf of any competitor, which candidate was, to Employee’s actual

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knowledge after due inquiry, either called upon by the Employer Group or for which the Employer Group made an acquisition analysis for the purpose of acquiring such entity.
b.     Non-Solicitation . Employee agrees that during the Covenant Period, he shall not, without Employer’s written consent, employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Employer Group to leave his or her employment and become an employee, consultant or representative of any other entity including, but not limited to, Employee’s new employer, if any.
c.     Publicly Traded Securities . The provisions of Section VI.B.5 of this Agreement shall not prevent Employee from acquiring or holding publicly traded stock or other public securities of a competing company, so long as Employee’s ownership does not exceed two percent (2%) of the outstanding securities of such company.
d.     Agreement to Inform Subsequent Employers . For a period of two (2) years after the termination of Employee’s employment with Employer, whether voluntary or involuntary, Employee agrees to inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement.
e.     Reasonableness of Restrictions . Employee acknowledges that the restrictions set forth in Section VI.B.5 of this Agreement are intended to protect the Employer Group’s legitimate business interests and its Proprietary and Confidential Information and established relationships and good will. Employee acknowledges that the time, geographic and scope of activity limitations set forth herein are reasonable and necessary to protect the Employer Group’s legitimate business interests. However, if in any judicial proceeding, a court shall refuse to enforce this Agreement as written, whether because the time limitation is too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of activity or otherwise) than is necessary to protect the legitimate business interests of the Employer Group, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.
f.     Ability to Obtain Other Employment . Employee acknowledges that (1) in the event of the termination of his employment with Employer (whether voluntary or involuntary), Employee’s knowledge, experience and capabilities are such that Employee can obtain employment in business activities which are of a different and non-competing nature than those performed in the course of his employment with Employer or in the geographic areas outside of the Territory and (2) the enforcement of a remedy hereunder including, but not limited to, injunctive relief, will not prevent Employee from earning a reasonable livelihood.
g.     Injunctive Relief . Employee acknowledges that compliance with Section VI.B of this Agreement is necessary to protect the good will and other legitimate business interests of the Employer Group and that a breach of any or all of these provisions will give rise to irreparable and continuing injury to the Employer Group that is not adequately compensable in monetary damages or at law. Accordingly, Employee agrees that Employer, its successors and assigns, may obtain injunctive relief against the breach or threatened breach of any or all of these

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provisions, in addition to any other legal or equitable remedies which may be available to the Employer Group at law or in equity or under this Agreement. Because Employee further acknowledges that it would be difficult to measure any damages caused to the Employer Group that might result from any breach by Employee of any promises set forth in this Agreement, Employee agrees that Employer shall be entitled to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer Group, as well as to be relieved of any obligation to provide further payment or benefits to Employee or Employee’s dependents.
h.     Other Remedies . If Employee violates and/or breaches this Agreement, Employer shall be entitled to an accounting and repayment of all lost profits, compensation, commissions, remuneration or benefits that Employee directly or indirectly has realized or may realize as a result of any such violation or breach. Employer shall also be entitled to recover for all lost sales, profits, commissions, good will and customers caused by Employee’s improper acts, in addition to and not in limitation of any injunctive relief or other rights or remedies that Employer is or may be entitled to at law or in equity or under this Agreement.
i.     Costs . Employee acknowledges that should it become necessary for Employer to file suit to enforce the provisions contained herein, and any court of competent jurisdiction awards the Employer Group any damages and/or an injunction due to the acts of Employee, then Employer shall be entitled to recover its reasonable costs incurred in conducting the suit including, but not limited to, reasonable attorneys’ fees and expenses.
j.     Covenant Period . For purposes of this Section VI.B.5, the Covenant Period shall mean the period from and during the Term of this Agreement and ending on the date that is two (2) years after Employee’s employment with Employer terminates, whether voluntary or involuntary; provided, however, that if Employer delivers to Employee a Renewal Termination Notice, as provided in Section III.B, and Employee remains employed with Employer through the expiration of the Term (and this Agreement), then the Covenant Period shall end on the date that is one (1) year after the date of such Renewal Termination Notice. For purposes of clarity, in the event that Employee’s employment with Employer terminates for any reason, whether voluntary or involuntary, after Employee receives a Renewal Termination Notice and before the end of the Term, the Covenant Period shall end on the date that is two (2) years after the termination of Employee’s employment.
6.     Nondisparagement . Employee acknowledges and agrees that both during and after his employment with Employer, whether such termination is voluntary or involuntary, Employee shall not disparage, denigrate or comment negatively upon, either orally or in writing, the Employer Group or any of their respective officers, directors, employees or representatives, to or in the presence of any person or entity unless compelled to act by a valid subpoena or other legal mandate; provided, however, if Employee receives such a valid subpoena or legal mandate, he shall provide Employer with written notice of the same at least five (5) business days prior to the date on which Employee is required to make the disclosure.
VII.
WAIVER OF RIGHT TO JURY TRIAL

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EMPLOYER AND EMPLOYEE HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF EMPLOYEE’S EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREFROM INCLUDING, BUT NOT LIMITED TO:
A.    Any and all claims and causes of action arising under contract, tort or other common law including, without limitation, breach of contract, fraud, estoppel, misrepresentation, express or implied duties of good faith and fair dealing, wrongful discharge, discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery, conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation and invasion of privacy;
B.    Any and all claims and causes of action arising under any federal, state or local law, regulation or ordinance, including, without limitation, claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act and all corresponding state laws; and
C.    Any and all claims and causes of action for wages, employee benefits, vacation pay, severance pay, pension or profit sharing benefits, health or welfare benefits, bonus compensation, commissions, deferred compensation or other remuneration, employment benefits or compensation, past or future loss of pay or benefits or expenses.
VIII.
CLAIMS
Employer and Employee acknowledge and agree that this Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles or rules thereof.
Employer and Employee irrevocably and unconditionally agree that any legal suit, action or proceeding arising out of or relating to this Agreement, as well as to all claims arising out of Employee’s employment with Employer or termination therefrom, shall be brought in either the Federal District Court for the Southern District of Texas—Houston Division or in a judicial district court of Harris County, Texas (hereinafter referred to as the “ Texas Courts ”). In that regard, Employer and Employee waive, to the fullest extent allowed, any objection that Employer or Employee may have to the venue of any such proceeding being brought in the Texas Courts, and any claim that any such action or proceeding brought in the Texas Courts has been brought in an inconvenient forum. In addition, Employer and Employee irrevocably and unconditionally submit to the exclusive jurisdiction of the Texas Courts in any such suit, action or proceeding. Employer and Employee acknowledge and agree that a judgment in any suit, action or proceeding brought in the Texas Courts shall be conclusive and binding on each and may be enforced in any other courts to whose jurisdiction Employer or Employee is or may be subject to, by suit upon such judgment.
In the event Employee obtains a final judgment in his favor by a court of competent jurisdiction with respect to any dispute regarding Employer’s failure to pay Employee on a timely

16




basis the amounts to which he is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.
IX.
MISCELLANEOUS
A.     Publicity Release . By executing this Agreement, Employee forever gives the Employer Group, its successors, assigns, licensees and any other designees, the absolute right and permission, throughout the world: (1) to copyright (and to renew and extend any copyright), use, reuse, publish and republish photographic portraits and pictures, motion or still, of Employee, or in which Employee may be included, in whole or in part, or composite or distorted character in any form, whether heretofore taken or to be taken in the future, in conjunction with Employee’s own or a fictitious name or title (which Employee now has or may have in the future), or reproductions thereof, in color or otherwise, made through any media at any place, for art, advertising, trade or any other purpose whatsoever; and (2) to record, reproduce, amplify, simulate, “double” and/or “dub” Employee’s voice and transmit the same by any mechanical or electronic means, for any purpose whatsoever. Employee further consents to the use of any printed matter giving Employee, or not giving Employee, a credit, in the sole discretion of any of the aforementioned parties to whom this authorization and release is given, in conjunction therewith. Employee waives any right he may have to inspect and/or approve the finished product or the advertising copy or printed matter that may be used in connection therewith, or the use to which it may be applied.
B.     Withholding . Employer may withhold from any amounts payable under this Agreement such federal, state, local, F.I.C.A., foreign or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.
C.     Notices . All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement shall be in writing and shall be addressed as follows:
To Employer:        Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Attention: Chief Executive Officer

To Employee:        Donald C. Wayne
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
Notice shall be deemed given and effective: (1) upon receipt, if delivered personally; (2) three (3) days after it has been deposited in the U.S. mail, addressed as required above, and sent via registered or certified mail, return receipt requested, postage prepaid; or (3) the next business day after it has been sent via a recognized overnight courier. Employer and/or Employee may change the address for notice purposes by notifying the other of such change in accordance with this Section IX.C.

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D.     Severability . If any provision of this Agreement is held to be invalid, inoperative or unenforceable for any reason, it shall be modified rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, if any provision this Agreement is held to be invalid, inoperative or unenforceable for any reason, the other provisions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the provision or provisions held invalid or inoperative.
E.     Survival of Certain Obligations . The obligations of the parties set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, whether voluntarily or involuntarily, will not be affected or diminished in any way by the termination of this Agreement.
F.     Headings . The headings contained in this Agreement are for purposes of reference and convenience only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement.
G.     Entire Agreement . This Agreement supersedes any other agreements, written or oral, between the Employer Group and Employee and Employee has no oral representations, understandings or agreements with the Employer Group or any of their respective officers, directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between Employer and Employee and of all the terms of this Agreement. This Agreement cannot be modified, varied, contradicted or supplement by evidence of any prior or contemporaneous oral or written agreements.
H.     Amendment/Waiver . Neither this Agreement nor any term hereof may be modified or amended except by written instrument signed by a duly authorized officer of Employer and by Employee. No term of this Agreement may be waived other than by written instrument signed by the party waiving the benefit of such term. Any such waiver shall constitute a waiver only with respect to the specific matter described in such written instrument and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by Employer or Employee of a breach of or a default under any of the provisions of this Agreement, nor the failure by either Employer or Employee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.
I.     Assignment . This Agreement is personal to the parties and neither party may assign any rights or obligations under the same without the prior written consent of the other; provided, however, that in the event of a sale of the Employer Group’s business to a third party (whether by sale of all or a majority of the Employer Group’s issued and outstanding equity securities, by a merger or reorganization, or by a sale of all or substantially of the Employer Group’s assets), then this Agreement may be assigned by Employer to such third party purchaser without the prior written consent of Employee, provided that such third party purchaser agrees to assume and abide by all of Employer’s obligations set forth in this Agreement and provides written notice thereof to Employee. In the event of any such assignment, all references to “Quanta” hereunder shall mean

18




the assignee, and to the extent any entity becomes the successor to Quanta, all obligations hereunder shall be the obligations of the successor and “Quanta” mean the successor entity.
J.     Counterparts . This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, but to be effective as of the Effective Date.


QUANTA SERVICES, INC.:


By /s/ Earl C. (Duke) Austin, Jr.        
EARL C. (DUKE) AUSTIN, JR.
PRESIDENT, CEO AND COO


EMPLOYEE:


/s/ Donald C. Wayne                
DONALD C. WAYNE

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EXHIBIT A



SEVERANCE AGREEMENT
AND RELEASE OF ALL CLAIMS









This Severance Agreement and Release of All Claims (the “Agreement”) is made and entered into by and between Donald C. Wayne (hereinafter referred to as the “Employee”) and Quanta Services, Inc., a Delaware corporation, (hereinafter collectively referred to as the “Company”).

The purpose of this Agreement is to arrange a settlement of the Employee’s employment with the Company that is satisfactory both to the Company and to the Employee. By signing this Agreement, the Company and the Employee agree as follows:

1.
Termination of Employment. The Employee and the Company are entering into this Agreement as a way of amicably concluding the employment relationship between them on [Date] and of resolving voluntarily any dispute or potential dispute or claim that the Employee has or might have with the Company, whether known or unknown by the Employee at this time. This Agreement is not and should not be construed as an allegation by Employee, or as an admission on the part of the Company, that the Company has acted unlawfully or violated any state or federal law or regulation. The Company, including its parent companies, affiliates, associated companies, and subsidiaries, specifically disclaim any liability to the Employee or any other person for any alleged violation of rights or for any alleged violation of any order, law, statute, duty, policy or contract.

2.
Severance Benefits. As consideration for the Employee agreeing to release the Company from all claims that are described in Paragraph 6 herein and subject to the provisions of Paragraph 10 herein, the Company will pay the Employee $[Severance Amount] (______________ Dollars and __________ Cents), less applicable taxes as severance benefits (the “ Severance Benefits ”).

3.
Tax Consequences. The Employee acknowledges and agrees that the Company has made no representations to him regarding the tax consequences of any Severance Benefits received by him pursuant to this Agreement.


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4.
Entire Consideration. The Employee agrees that the Severance Benefits set forth in Paragraph 2, herein, constitute the entire amount of consideration provided to him under this Agreement. The Employee further agrees that he will make no claim for any additional or other severance benefits or payments and that he will not seek any further compensation for any other claimed damage, costs, severance, income or attorneys' fees.

5.
Non-Disclosure Agreement. Without the express written agreement of the Company’s [Highest Officer] or unless required to do so by law, the Employee agrees never to disclose the existence, facts, terms, or amount of this Agreement, nor the substance of the negotiations leading to this Agreement, to any person or entity, other than to his personal counsel or attorney, personal accountants, or personal tax preparer, any such disclosure to such persons to be made only if the relevant person must have such information for the performance of his or her responsibilities. To the extent required by law or applicable regulation, Employee may also disclose the provisions of this Agreement to the appropriate taxing authorities.

6.
The Employee’s Release Of All Claims Including Age Discrimination In Employment Act Claims. In consideration of the Severance Benefits, the Employee, for himself, his heirs, executors, administrators, successors and assigns, does fully and forever release and discharge the Company, its parent companies, affiliates, associated companies, and subsidiaries, their respective associated companies and subsidiaries, all of their respective present and former officers, directors, supervisors, managers, employees, stockholders, agents, attorneys and representatives, and the successors and assigns of such persons and entities (collectively, the “Released Parties”), from all actions, lawsuits, grievances, complaints, liens, demands, obligations, damages, liabilities and claims of any nature whatsoever, know or unknown, that the Employee had, now has, or may hereafter claim to have against the Released Parties from the beginning of time through the date the Employee executes this Agreement. The release provided herein specifically includes, but is not limited to, all claims arising under any federal, state or local fair employment practice laws, and any other employee relations statute, executive order, law and ordinance, including, but not limited to, Title VII of the Civil Rights Acts of 1964, as amended; the Civil Rights Acts of 1866, 1870, and 1871, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act, as amended; the Americans With Disabilities Act of 1990, as amended; the Family and Medical Leave Act, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Worker Adjustment and Retraining Notification Act of 1988, as amended; the Employee Retirement Income Security Act of 1974, as amended; Section 806 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1514A, et seq.) ; the Rehabilitation Act of 1973 (29 U.S.C. Section 791 et seq .); the Occupational Safety and Health Act (29 U.S.C. § 651, et seq .); the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA); the National Labor Relations Act, as amended; the [Applicable State Laws], as amended; any local human rights law; and any tort or contract cause of action or theory.

The Employee expressly represents and agrees that he has been advised that, by entering into this Agreement, he is waiving all claims that he may have against the Company arising

22




under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.

7.
Covenants Concerning Claims. The Employee agrees that he will not file any complaints, claims or actions against the Released Parties with any court regarding any matters or claims that arose prior to the Employee’s execution of this Agreement. If any court assumes jurisdiction on behalf of the Employee of any complaint, claim or action against the Company, he will direct that court to withdraw from or dismiss with prejudice the matter.

Notwithstanding the preceding provision or any other provision of the Agreement, Employee’s agreement to the provisions under Section 6, or the paragraph immediately above this paragraph, is not intended to prohibit Employee from bringing an action to challenge the validity of the release of claims under the Age Discrimination in Employment Act, as amended, or the Older Worker’s Benefit Protection Act, as amended. The Employee further understands and agrees that if he or someone acting on his behalf files, or causes to be filed, any such claim, charge, complaint, or action against the Released Parties, he expressly waives any right to recover any damages or other relief, whatsoever, from the Released Parties including costs and attorneys’ fees.

This Agreement is not intended to interfere with Employee’s right to file a charge with an administrative agency in connection with any claim Employee believes he may have against any of the Released Parties. However, by executing this Agreement, Employee hereby waives the right to recover, and agrees not to seek any damages, remedies or other relief for himself personally in any proceeding he may bring before such agency or in any proceeding brought by such agency, or any other person, on his behalf. This Agreement is also not intended to apply to claims for accrued benefits (other than severance-type benefits) under any benefit plan of the Released Parties pursuant to the terms of any such plan.

Employee understands that he is not releasing rights under this Agreement, that any claims that cannot be lawfully waived are excluded from this Agreement and that by executing this Agreement he is not waiving any such claims. Likewise, Employee is not releasing any rights or claims that may arise after the date on which he signs this Agreement. In addition, while this Agreement requires Employee to waive any and all claims against the Released Parties arising under workers’ compensation laws (e.g., claims of retaliation for filing a workers’ compensation claim), it is not intended to prohibit Employee from filing in good faith for and from receiving any workers’ compensation benefits from Released Parties’ workers’ compensation carrier for compensable injuries incurred during his employment. Accordingly, pursuit of any such workers’ compensation benefits with Released Parties’ workers’ compensation carrier or third-party administrator will not be considered a violation of this Agreement.

8.
Employee Acknowledgments. Employee acknowledges and agrees that:

a.    In return for and in consideration of his execution, delivery and performance of this Agreement, the Company is providing to the Employee the Severance Benefits.

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b.    The Employee is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement.

c.    The Employee does not waive rights or claims that may arise after the date this Agreement is signed.

d.    In return for signing this Agreement, the Employee will receive payment of consideration beyond that which he was entitled to receive before entering into this Agreement.

9.
Twenty-One (21) Day Review Period. The Employee acknowledges that he was provided this Agreement more than 21 days before the date when he was required to make an election concerning the Severance Benefits. If the Employee signs this Agreement prior to the end of the 21-day period, he certifies and agrees that the decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through: (i) fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the end of the 21‑day period; or (ii) an offer to provide different terms in exchange for signing the Release prior to the expiration of the 21‑day period. Should the Employee sign this Agreement before the expiration of the 21‑day period, the Company may at its option and discretion expedite the processing of some or all of the Severance Benefits, subject to the revocation period set forth in Paragraph 10.

10.
Seven (7) Day Revocation Period. The Employee understands that he may revoke this Agreement at any time within seven (7) days after he executes it. To revoke the Agreement, the Employee must deliver written notification of such revocation to _____________, or in _____________’s absence to _____________’s office, within seven (7) days after the date of the Employee’s execution of this Agreement. The Employee further understands that if he does not revoke the Agreement within seven (7) days following its execution (excluding the date of execution), it will become effective, binding, and enforceable. The Employee understands that he will not receive the Severance Benefits until this Agreement becomes effective, binding, and enforceable, which shall not occur prior to the eighth day following the Employee’s execution of this Agreement.

11.
Employee Representations. The Employee represents that:

a.
he has reviewed all aspects of this Agreement;

b.
he has carefully read and fully understands all of the provisions and effects of this Agreement;

c.
he has had the opportunity to consult with an attorney before signing this Agreement.

d.
he understands that in agreeing to the terms of this Agreement he is releasing the Released Parties from any and all claims he may have against the Company, and all

24




persons acting by, through, under or in concert with the Company, including claims under the federal Age Discrimination in Employment Act of 1967, as amended, as well as any claims for age discrimination that may exist under Texas law or any other applicable law, as more particularly described in Paragraph 7 herein;

e.
he voluntarily agrees to all the terms set forth in this Agreement;

f.
he has not filed, caused to be filed, and presently is not a party to any claim, complaint, or action against the Released Parties in any forum or form, whether administrative or otherwise; and

g.
as of the time of execution of this Agreement by Employee, Employee is unaware of any facts or conduct that would give rise to a claim against the Released Parties of any type or sort, including those types of claims or other violations set forth generally and specifically above, including but not limited to, any claims under the Family Medical Leave Act of 1993 or the Fair Labor Standards Act.

12.
Return of Company Property and Confidentiality Obligations . The Employee agrees that on or before [Date], the Employee shall return or shall have returned all Company Property and Confidential Information (as defined below). “Company Property” means all property of the Company, including, but not limited to, Company issued/owned computers, laptops, peripheral electronic equipment (e.g., printers, cameras, projectors, computer docking stations, etc.), Blackberry or other personal digital assistants (PDAs), cellular telephones, credit cards, keys, door cards, tools, equipment on loan, and any other Company books, manuals, and journals. “Confidential Information” means all confidential, sensitive or proprietary information belonging to the Company, including, but not be limited to, all business records, manuals, memoranda, computer records, electronic files, lists and other property delivered to or compiled by the Employee by or on behalf of Company, or its representatives, vendors or customers that pertain to the business of Company, as well as all correspondence, reports, records, charts, and other similar data pertaining to the business, activities or future plans of Company that was collected by the Employee during his employment with the Company. For purposes of this Paragraph 12 and Paragraph 13, “Company” shall include all parent companies, affiliates, associated companies, and subsidiaries.

The Employee further acknowledges and agrees that the Employee is obligated to not, at any time, disclose or otherwise make available to any person, company or other party Confidential Information or trade secrets of the Company, its parent, associated companies, affiliates, and subsidiaries This Agreement shall not limit any obligations the Employee has under any applicable federal or state law.

13.
Non-disparagement . The Employee agrees not to make any disparaging or negative statements about the Company, its services or its current or former directors, officers, supervisors, managers, or employees. Statements made in the course of any litigation or

25




legal proceeding, whether disparaging or negative, are excluded from coverage of this Paragraph.

14.
Voluntary Action. The Employee represents and agrees that he is knowingly and voluntarily entering into this Agreement, and that he has relied solely and completely upon his own judgment or the advice of his attorney in entering into this Agreement.

15.
Entire Agreement. This Agreement sets forth the entire agreement between the Employee and the Company and fully supersedes and replaces any and all prior agreements or understandings, written or oral, between the Company and the Employee pertaining to the subject matter of this Agreement. The Employee and the Company represent and acknowledge that in executing this Agreement they do not rely upon and have not relied upon any representation or statement made by any of the parties or by any of the parties' agents, attorneys, employees, or representatives with regard to the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this written Agreement.

16.
Partial Invalidity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, all remaining provisions of this Agreement shall otherwise remain in full force and effect and be construed as if such illegal, invalid or unenforceable provision had not been included herein.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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17.
Governing Law. This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Texas without regard to principles of conflict of laws.



QUANTA SERVICES, INC.:

Dated:                                               
                        
By _______________________


EMPLOYEE:

Dated:                                               
Donald C. Wayne
                            





THE STATE OF __________    §
§
COUNTY OF ______________        §


The foregoing instrument was SWORN TO AND SUBSCRIBED BEFORE ME BY DONALD C. WAYNE AND GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ______ day of _______, A.D., 20__.

                                                 
Notary Public in and for
the State of _________

My commission expires: _______________




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EXHIBIT B

PRE-EMPLOYMENT INVENTIONS


None

28
Exhibit 31.1
I, Earl C. Austin, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Quanta Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 9, 2017
By:
/s/ EARL C. AUSTIN, JR.  
 
 
 
Earl C. Austin, Jr.
 
 
 
President, Chief Executive Officer and Chief Operating Officer
 
 
 
(Principal Executive Officer)
 


Exhibit 31.2
I, Derrick A. Jensen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Quanta Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 9, 2017
By:  
/s/ DERRICK A. JENSEN  
 
 
 
Derrick A. Jensen 
 
 
 
Chief Financial Officer 
 
 
 
(Principal Financial Officer)
 


Exhibit 32.1
CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned officers of Quanta Services, Inc. (the “Company”) hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to such officer’s knowledge that:
(1) the accompanying Form 10-Q report for the period ending September 30, 2017 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
Dated: November 9, 2017

 
/s/ EARL C. AUSTIN, JR.  
 
 
Earl C. Austin, Jr.
 
 
President, Chief Executive Officer and Chief Operating Officer
 

Dated: November 9, 2017
 
/s/ DERRICK A. JENSEN  
 
 
Derrick A. Jensen 
 
 
Chief Financial Officer