Common use of Other Regulatory Filings Clause in Contracts

Other Regulatory Filings. Buyer and Seller will prepare and file (i) no later than thirty (30) days following the date of this Agreement, a joint application, substantially in the form of Schedule 6.3(c)(i), to the MPSC for the approval by the MPSC of the transactions contemplated hereby, accompanied by any required direct testimony in support of such application, and (ii) promptly following the date of this Agreement, with any other Governmental Body, requests for such other Consents as may be necessary for the consummation of the transactions contemplated by this Agreement or the Related Documents. Buyer and Seller will diligently pursue such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. Each party will promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Body from which any such Consent is required and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Body or, in connection with any Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Body or other Person, give the other party the opportunity to attend and to participate in such meetings and conferences. Buyer shall use its reasonable best efforts to (i) take promptly any and all steps necessary to resolve the issues raised by the MPSC, its Staff or parties to the proceedings before the MPSC in connection with the transactions contemplated by this Agreement and (ii) obtain approval from the MPSC as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement no later than the End Date, including committing to and effecting, by stipulation, settlement or otherwise, conditions on Buyer or the Assets imposed by the MPSC, including the conditions approved by the MPSC in the Non-Unanimous Stipulation and Agreement in Case No. GM-2011-0412; provided, however, that Buyer shall not be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any action if such action would have a Material Adverse Effect.

Other Regulatory Filings. Buyer and Seller will prepare and file (i) no later than thirty (30) days following the date of this Agreement, a joint application, substantially in the form of Schedule 6.3(c)(i), to the MPSC MDPU for the approval by the MPSC MDPU of the transactions contemplated hereby, accompanied by any required direct testimony in support of such application, and (ii) promptly following the date of this Agreement, with any other Governmental Body, requests for such other Consents as may be necessary for the consummation of the transactions contemplated by this Agreement or the Related Documents. Buyer and Seller will diligently pursue such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. Each party will promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Body from which any such Consent is required and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Body or, in connection with any Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Body or other Person, give the other party the opportunity to attend and to participate in such meetings and conferences. Buyer shall use its reasonable best efforts to (i) take promptly any and all steps necessary to resolve the issues raised by the MPSCMDPU, its Staff or parties to the proceedings before the MPSC MDPU in connection with the transactions contemplated by this Agreement and (ii) obtain approval from the MPSC MDPU as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement no later than the End Date, including committing to and effecting, by stipulation, settlement or otherwise, conditions on Buyer or the Assets imposed by the MPSC, including the conditions approved by the MPSC in the Non-Unanimous Stipulation and Agreement in Case No. GM-2011-0412MDPU; provided, however, that Buyer shall not be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any action if such action would have a Material Adverse Effectmaterial adverse effect on the Business.

Other Regulatory Filings. Buyer and Seller will prepare and file (i) no later than thirty (30) days following the date of this Agreement, a joint application, substantially in the form of Schedule 6.3(c)(i), to the MPSC for the approval by the MPSC of the transactions contemplated hereby, accompanied by any required direct testimony in support of such application, and (ii) promptly following the date of this Agreement, with any other Governmental Body, requests for such other Consents as may be necessary for the consummation of the transactions contemplated by this Agreement or the Related Documents. Buyer and Seller will diligently pursue such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. Each party will promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Body from which any such Consent is required and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Body or, in connection with any Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Body or other Person, give the other party the opportunity to attend and to participate in such meetings and conferences. Buyer shall use its reasonable best efforts to (i) take promptly any and all steps necessary to resolve the issues raised by the MPSC, its Staff or parties to the proceedings before the MPSC in connection with the transactions contemplated by this Agreement and (ii) obtain approval from the MPSC as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement no later than the End Date, including committing to and effecting, by stipulation, settlement or otherwise, conditions on Buyer or the Assets imposed by the MPSC, including the conditions approved by the MPSC in the Non-Non- Unanimous Stipulation and Agreement in Case No. GM-2011-0412; provided, however, that Buyer shall not be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any action if such action would have a Material Adverse Effect.

Other Regulatory Filings. Buyer AQN and Seller LG will prepare and file (i) no later than thirty five (305) business days following the date of this Agreement, a joint application, substantially in the form of Schedule 6.3(c)(i), amendment to the MPSC joint application (or other appropriate filing) to the MDPU previously filed by LG and SUG for the approval by the MPSC MDPU of the transactions contemplated herebyby this Agreement, the Consent Agreement, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents, accompanied by any required direct testimony in support of such application, and (ii) promptly following the date of this Agreement, with any other Governmental Body, requests for such other Consents as may be necessary for the consummation of the transactions contemplated by this Agreement, the Consent Agreement, the NEG Acquisition Agreement, the NEG Employee Agreement or and the other Related Documents. Buyer AQN and Seller LG will diligently pursue such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. Each party will promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Body from which any such Consent is required and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Body or, in connection with any Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Body or other Person, give the other party the opportunity to attend and to participate in such meetings and conferences. Buyer AQN shall use its reasonable best efforts to (i) take promptly any and all steps necessary to resolve the issues raised by the MPSCMDPU, its Staff or parties to the proceedings before the MPSC MDPU in connection with the transactions contemplated by this Agreement and (ii) obtain approval from the MPSC MDPU as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement, the Consent Agreement, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents no later than the End Date, including committing to and effecting, by stipulation, settlement or otherwise, conditions on Buyer AQN or the Assets imposed by the MPSC, including the conditions approved by the MPSC in the Non-Unanimous Stipulation and Agreement in Case No. GM-2011-0412MDPU; provided, however, that Buyer AQN shall not be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any action if such action would have a Material Adverse Effectmaterial adverse effect on the Business.

Other Regulatory Filings. Buyer Each Party shall cooperate and Seller will prepare and file (i) no later than thirty (30) days following the date of this Agreement, a joint application, substantially in the form of Schedule 6.3(c)(i), to the MPSC for the approval by the MPSC of the transactions contemplated hereby, accompanied by any required direct testimony in support of such application, and (ii) promptly following the date of this Agreement, with any other Governmental Body, requests for such other Consents as may be necessary for the consummation of the transactions contemplated by this Agreement or the Related Documents. Buyer and Seller will diligently pursue such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. Each party will promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Body from which any such Consent is required and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Body or, in connection with any Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Body or other Person, give the other party the opportunity to attend and to participate in such meetings and conferences. Buyer shall use its reasonable best efforts to prepare and file, or cause to be filed, as soon as practicable, but in no event later than twenty (i20) take promptly Business Days from the Agreement Date, all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to consummate the Transactions as soon as reasonably practicable and in any event prior to the Termination Date. Each Party shall have the right to review within a reasonable time in advance and all steps necessary to resolve offer comments on any filing made after the issues raised Agreement Date and until the Termination Date (as the same may be extended hereunder) by the MPSC, its Staff other Party (or parties Affiliates of the other Party) with any Governmental Authority with respect to the proceedings before Transactions; provided, however, that, to the MPSC extent such filings contemplate confidential or sensitive information of a Party (or a Party’s affiliates), the Parties shall (subject to the limitations set forth in this Agreement), in good faith, cooperate to provide the necessary or requested confidential or sensitive information in such a manner as to reasonably protect the interests of the disclosing Party, including, at the discretion of the Party from whom such information is sought, by providing it subject to a protective order, while not adversely affecting the timely consummation of the Transactions. Cinergy does not anticipate that any state utility regulatory commission consents or approvals will be required in connection with the transactions contemplated by this Agreement Agreement. In the event that any such approvals or consents or any Unknown Regulatory Approvals are required, Investor and (ii) Cinergy agree to use their respective reasonable best efforts to obtain approval from the MPSC such consents and approvals as promptly as practicable after the date hereof, and Cinergy shall be solely responsible for all costs and expenses in order connection therewith. Notwithstanding anything to allow the consummation of the transactions contemplated by this Agreement no later than the End Datecontrary herein, including committing to Investor and effecting, by stipulation, settlement or otherwise, conditions on Buyer or the Assets imposed by the MPSC, including the conditions approved by the MPSC in the Non-Unanimous Stipulation and Agreement in Case No. GM-2011-0412; provided, however, that Buyer its Affiliates shall not be required to take or obligated (and shall not be obligated to cause any of its subsidiaries) agree to take any action if such that constitutes a Burdensome Condition in connection with Transactions (including pursuant to this Section 6.3 or Section 6.4) and, without the prior written consent of Investor, none of the Companies shall take, offer or accept, or agree, commit to agree or consent to any action, undertaking, term, condition, liability, obligation, commitment, sanction or other measure requiring Investor or its Affiliates to take any action would have that constitutes a Material Adverse EffectBurdensome Condition.