Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of KCPL for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by Western Resources in connection with the issuance of shares of Western Resources Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the joint proxy statement, in definitive form, relating to the meetings of KCPL and Western Resources shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") will, at the dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of KCPL Network for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by Western Resources IXC in connection with the issuance of shares of Western Resources the IXC Common Stock in connection with the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the joint proxy statement, in definitive form, relating to the meetings meeting of KCPL and Western Resources shareholders the Shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") will, at the dates mailed to shareholders the Shareholders and at the times time of the meetings meeting of shareholders the Shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by or on behalf of KCPL KU Energy for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by Western Resources in connection with the issuance of shares of Western Resources LG&E Energy Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (bii) the joint proxy statement, in definitive form, relating to the meetings of KCPL LG&E Energy and Western Resources KU Energy shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") willwill not, at the dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement Statement, insofar as they relate to KU Energy or any KU Energy Subsidiary, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the Prospectus. The information supplied or to be supplied by the Parent or on behalf of KCPL any Parent Subsidiary for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by Western Resources in connection with the issuance of shares of Western Resources Common Stock in the Merger (the "Registration Statement") willStatement will not, either at the time the Registration Statement is filed with the SEC and SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (bii) the joint proxy statementProxy Statement/Prospectus, in definitive formincluding any amendments and supplements thereto, relating will not, either at the date mailed to the meetings of KCPL and Western Resources shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") willCompany stockholders, or at the dates mailed to shareholders and at the times time of the meetings of shareholders to be held in connection with the MergerCompany Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement and Proxy Statement/ Prospectus, as to information supplied by the Proxy Statement Parent or any Parent Subsidiary, will comply as to form in all material respects with the all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of KCPL Sierra Pacific for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 S-4, or any post-effective amendment to a the registration statement on Form S-4 S-4, to be filed with the SEC by Western Resources in connection with the issuance of shares of Western Resources Sierra Pacific Common Stock in the Merger Mergers (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (bii) the joint proxy statement, in definitive form, relating to the meetings of KCPL Nevada Power and Western Resources shareholders Sierra Pacific stockholders to be held in connection with the Merger and the transactions related thereto Mergers (the "Proxy Statement") willwill not, at the dates mailed to shareholders stockholders and at the times of the meetings of shareholders stockholders to be held in connection with the MergerMergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement Statement, insofar as they relate to Sierra Pacific or any of its subsidiaries, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of KCPL Ambassador for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or S-8 or any post-effective amendment to a registration statement on Form S-4 or S-8 to be filed with the SEC by Western Resources AIMCO in connection with the issuance of shares of Western Resources AIMCO Common Stock in the Merger (as amended or supplemented, the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the joint proxy statement, in definitive form, relating to the meetings meeting of KCPL and Western Resources Ambassador shareholders to be held in connection with the Merger and the transactions related thereto (as amended or supplemented, the "Proxy StatementPROXY STATEMENT") will, at the dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of KCPL Ambassador for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or S-8 or any post-effective amendment to a registration statement on Form S-4 or S-8 to be filed with the SEC by Western Resources AIMCO in connection with the issuance of shares of Western Resources AIMCO Common Stock in the Merger (as amended or supplemented, the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the joint proxy statement, in definitive form, relating to the meetings meeting of KCPL and Western Resources Ambassador shareholders to be held in connection with the Merger and the transactions related thereto (as amended or supplemented, the "Proxy Statement") will, at the dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.