Common use of Cooperation, Notification Clause in Contracts

Cooperation, Notification. Each party shall, and shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to (i) cause its appropriate representatives to confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects; (iii) promptly advise the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the case of CES, in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto (or remedies with respect thereto) or the conditions to the obligations of the parties hereto under this Agreement); (iv) promptly provide the other party with copies of all filings made by such party or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby; and (v) promptly advise the other party of (y) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or accurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (z) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Cooperation, Notification. Each party The Company shall, and shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to: (ia) cause its appropriate representatives to confer on a regular and frequent periodic basis with one or more representatives of the other party Discovery to discuss, subject to applicable law, discuss material operational matters and the general status of its ongoing operationsoperations and the status of the Disposition; (iib) promptly notify the other party Discovery of any significant changes in its business, properties, assetsAssets, condition (financial financial, Tax or other), . or results of operations or prospectsoperations; (iiic) promptly advise the other party notify Discovery of any material inaccuracy in any of its representations or warranties, or nonperformance of any of its covenants in this Agreement or of any event, circumstance, state of facts, change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, development having an effect that individually or in the aggregate (i) would reasonably be expected to prevent or materially delay the performance by the Company or the Principal Stockholders of their respective obligations under this Agreement or the Voting Agreement, as the case may be, or the consummation by the Company or the Principal Stockholders of CES, the transactions contemplated hereby or thereby on a timely basis or (ii) would reasonably be expected to result in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto (or remedies with respect thereto) or the conditions to the obligations of the parties hereto under this Agreement)Effect; (ivd) promptly notify Discovery of (i) any Proceedings or Orders that, to the Company’s Knowledge, become pending or are threatened against the Company or any of its Subsidiaries after the date hereof, including any such Proceeding or Order that challenges or would challenge the transactions contemplated hereby or the Intac Merger, and (ii) any events, developments or occurrences that, to the Company’s Knowledge, would make any of the representations and warranties set forth in Section 3.31 untrue if such representations and warranties were given as of the Effective Time; (e) immediately prior to the Effective Time, notify Discovery of (i) the number of HSWI Shares owned of record and beneficially by the Company immediately prior to the Effective Time and (ii) the percentage of the outstanding capital stock of HSWI represented by the HSWI Shares so owned by the Company immediately prior to the Effective Time; (f) promptly provide the other party Discovery with copies of all filings made by such party or any of its subsidiaries the Company with any state or federal courtGovernmental Body and all correspondence in respect to third-party Consents, administrative agency, commission or other Governmental Authority in each case in connection with this Agreement the Transaction Agreements; provided that the Company shall provide Discovery with drafts of any filings with the SEC relating to its ownership in HSWI prior to making such filings and the transactions contemplated herebyafford Discovery reasonable time to review and comment on such filings; and (vg) promptly advise prior to the other party Effective Time, provide Discovery with a reasonably detailed description of (y) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or accurate in any respect or any tangible Assets of the Company and its Subsidiaries, including serial numbers and location of such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (z) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementtangible Assets.

Cooperation, Notification. Each party The Company shall, and shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to: (ia) cause its appropriate representatives to confer on a regular and frequent periodic basis with one or more representatives of the other party Discovery to discuss, subject to applicable law, discuss material operational matters and the general status of its ongoing operationsoperations and the status of the Disposition; (iib) promptly notify the other party Discovery of any significant changes in its business, properties, assetsAssets, condition (financial financial, Tax or other), or results of operations or prospectsoperations; (iiic) promptly advise the other party notify Discovery of any material inaccuracy in any of its representations or warranties, or nonperformance of any of its covenants in this Agreement or of any event, circumstance, state of facts, change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, development having an effect that individually or in the aggregate (i) would reasonably be expected to prevent or materially delay the performance by the Company or the Principal Stockholders of their respective obligations under this Agreement or the Voting Agreement, as the case may be, or the consummation by the Company or the Principal Stockholders of CES, the transactions contemplated hereby or thereby on a timely basis or (ii) would reasonably be expected to result in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto (or remedies with respect thereto) or the conditions to the obligations of the parties hereto under this Agreement)Effect; (ivd) promptly notify Discovery of (i) any Proceedings or Orders that, to the Company’s Knowledge, become pending or are threatened against the Company or any of its Subsidiaries after the date hereof, including any such Proceeding or Order that challenges or would challenge the transactions contemplated hereby or the Intac Merger, and (ii) any events, developments or occurrences that, to the Company’s Knowledge, would make any of the representations and warranties set forth in Section 3.31 untrue if such representations and warranties were given as of the Effective Time; (e) immediately prior to the Effective Time, notify Discovery of (i) the number of HSWI Shares owned of record and beneficially by the Company immediately prior to the Effective Time and (ii) the percentage of the outstanding capital stock of HSWI represented by the HSWI Shares so owned by the Company immediately prior to the Effective Time; (f) promptly provide the other party Discovery with copies of all filings made by such party or any of its subsidiaries the Company with any state or federal courtGovernmental Body and all correspondence in respect to third-party Consents, administrative agency, commission or other Governmental Authority in each case in connection with this Agreement the Transaction Agreements; provided that the Company shall provide Discovery with drafts of any filings with the SEC relating to its ownership in HSWI prior to making such filings and the transactions contemplated herebyafford Discovery reasonable time to review and comment on such filings; and (vg) promptly advise prior to the other party Effective Time, provide Discovery with a reasonably detailed description of (y) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or accurate in any respect or any tangible Assets of the Company and its Subsidiaries, including serial numbers and location of such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (z) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementtangible Assets.

Cooperation, Notification. Each party (a) The Company shall, and shall cause its ------------------------- subsidiaries the Company Subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to (i) cause its appropriate representatives to confer on a regular and frequent basis with one or more representatives Representatives of the other party each of Parent and Newco to discuss, subject to applicable lawLaw, material operational matters and business matters. The Company shall notify Newco of: (i) any material changes, developments, effects, conditions or occurrences in the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), otherwise) or results of operations of the Company Group; (ii) any state of facts, change, development, event, effect, condition or prospects; occurrence that individually or in the aggregate would reasonably be expected to have a Company MAE; (iii) promptly advise any notice or other communication from any person and the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the case of CES, in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements response thereto of the parties hereto (Company Group or remedies its Representatives alleging that the consent of such person is or may be required in connection with respect thereto) this Agreement or the conditions to the obligations of the parties hereto under this Agreement); transactions contemplated hereby; (iv) promptly provide any notice or other communication (A) from any Governmental Authority and the other party response thereto of the Company Group or its Representatives in connection with this Agreement or the transactions contemplated hereby and (B) from or to the SEC; (v) copies of all filings made by such party or any of its subsidiaries the Company Group with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated herebyhereby and with the SEC; and (v) promptly advise the other party of (yvi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or accurate inaccurate in any respect or respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect respect; or (zviii) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that any notification under this Section 5.04 shall not (i) affect the rights of the parties hereunder, (ii) the representations, warranties, covenants or agreements of the parties or (iii) the conditions to the obligations of the parties under this Agreement. (b) Subject to Section 5.01, the Company shall, and shall cause the Company Subsidiaries to, discuss with Parent and Newco any changes or proposed changes in their charges or standards of service from those in effect on the date hereof and consult with Parent and Newco prior to making any filing or any amendment thereto (other than filing or furnishing periodic reports under the Exchange Act), or effecting any Contract, whether written or oral, formal or informal, with respect to their standards of service or accounting.

Cooperation, Notification. Each party shall, and shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to (i) cause its appropriate representatives to confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects; (iii) promptly advise the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the case of CES, in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto (or remedies with respect thereto) or the conditions to the obligations of the parties hereto under this Agreement); (iv) promptly provide the other party with copies of all filings made by such party or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby; and (v) promptly advise the other party of (y) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or accurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (z) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Cooperation, Notification. Each party (a) The Company shall, and shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to (i) cause its appropriate representatives to confer on a regular and frequent basis with one or more representatives Representatives (as defined in Section 6.01(e)) of the other party each of Parent and Newco to discuss, subject to applicable lawLaw, material operational matters and the general status business matters. The Company shall give prompt notice to Newco of its ongoing operations; (iii) promptly notify the other party of any significant changes changes, developments, effects, conditions or occurrences in its the business, properties, assets, condition (financial or otherotherwise), prospects or results of operations of the Company and its subsidiaries; (ii) any state of facts, change, development, event, effect, condition or prospects; occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (iii) promptly advise any notice or other communication from any person and the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the case of CES, in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect response thereto (provided that no each of Parent and Newco shall have the opportunity to review such notification shall affect the representations, warranties, covenants notice or agreements communication and to review and comment on any response thereto) of the parties hereto (Company or remedies its subsidiaries or its or their Representatives alleging that the consent of such person is or may be required in connection with respect thereto) this Agreement or the conditions to the obligations of the parties hereto under this Agreement); transactions contemplated hereby; (iv) promptly provide any notice or other communication (A) from any Governmental Authority and the other party response thereto (provided each of Parent and Newco shall have the opportunity to review such notice or communication and to review and comment on any response thereto) of the Company or its subsidiaries or its or their Representatives in connection with this Agreement or the transactions contemplated hereby and (B) from or to the SEC; (v) copies of all filings (provided Parent and Newco shall have the opportunity to review and comment on any such filings in advance of their being filed) made by such party the Company or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated herebyhereby and with the SEC; and (v) promptly advise the other party of (yvi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Material Adverse Effect becoming untrue or accurate inaccurate in any respect or respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect respect; or (zviii) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that any notification under this Section 5.03 shall not affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (b) The Company shall, and shall cause its subsidiaries to, discuss with Parent and Newco any changes or proposed changes in their charges or standards of service from those in effect on the date hereof and consult with Parent and Newco prior to making any filing or any amendment thereto (other than filing or furnishing periodic reports under the Exchange Act), or effecting any Contract, whether written or oral, formal or informal, with respect to their standards of service or accounting.

Cooperation, Notification. Each party (a) The Company shall, and ------------------------- shall cause its ------------------------- subsidiaries to, and shall use its reasonable best efforts to cause its joint ventures to (i) cause its appropriate representatives to confer on a regular and frequent basis with one or more representatives Representatives (as defined in Section 6.01(e)) of the other party Newco to discuss, subject to applicable lawLaw, material operational matters and the general status business matters. The Company shall give prompt notice to Newco of its ongoing operations; (iii) promptly notify the other party of any significant changes changes, developments, effects, conditions or occurrences in its the business, properties, assets, condition (financial or otherotherwise), prospects or results of operations of the Company and its subsidiaries; (ii) any state of facts, change, development, event, effect, condition or prospects; occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (iii) promptly advise any notice or other communication from any person and the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the case of CES, in a CES Material Adverse Effect or, in the case of BEC, a BEC Material Adverse Effect (provided that no such notification shall affect the representations, warranties, covenants or agreements response thereto of the parties hereto (Company or remedies its subsidiaries or its or their Representatives alleging that the consent of such person is or may be required in connection with respect thereto) this Agreement or the conditions to the obligations of the parties hereto under this Agreement); transactions contemplated hereby; (iv) promptly provide any notice or other communication (A) from any Governmental Authority and the response thereto of the Company or its subsidiaries or its or their Representatives in connection with this Agreement or the transactions contemplated hereby and (B) from or to the SEC, ACC or any other party public utility commission of any state or FERC in connection with any other material matter; (v) copies of all filings made by such party the Company or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated herebyhereby and with the SEC, ACC or any other public utility commission of any state or FERC in connection with any other material matter; and (v) promptly advise the other party of (yvi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Material Adverse Effect becoming untrue or accurate inaccurate in any respect or respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect respect; or (zviii) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that any notification under this Section 5.03 shall not affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (b) The Company shall, and shall cause its subsidiaries to, discuss with Newco any changes or proposed changes in their regulated rates or charges or standards of service from those in effect on the date hereof and consult with Newco prior to making any filing or any amendment thereto (other than filing or furnishing periodic reports under the Exchange Act), or effecting any Contract with any Governmental Authority, whether written or oral, formal or informal, with respect to their regulated rates or charges, standards of service or accounting. The Company and its subsidiaries shall not make any filing to change its rates or charges on file with the ACC or any other public utility commission of any state or FERC in any manner that is or could reasonably be expected to be inconsistent with any of the conditions or standards set forth in Section 7.02(d). Without limiting the generality of the foregoing, prior to any filing with any Governmental Authority by the Company or any of its subsidiaries related to the transactions contemplated hereby or otherwise related to regulated rates which is either inconsistent with any of the conditions or standards set forth in Section 7.02(d) or material to the Company and its subsidiaries, taken as a whole, the Company (i) shall provide Newco an opportunity to review and comment on such filing and (ii) shall include in such filing all comments reasonably proposed by Newco.