Common use of Cooperation and Support Clause in Contracts

Cooperation and Support. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect of (i) the prosecution of the Settlement Approval Motion with the Bankruptcy Court, obtaining Bankruptcy Court approval of this Settlement Agreement, the entry of the Approval Order, and the implementation of the settlement terms set forth in this Settlement Agreement, and (ii) the consummation of the transactions contemplated by this Settlement Agreement. Furthermore, (1) subject to the terms of this Settlement Agreement, each of the Parties shall use its commercially reasonable efforts to (a) support and complete all transactions contemplated hereby; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (I) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (II) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Settlement Agreement, and (2) in no event shall any Party file, cause an affiliate or any other third party to file, or encourage any affiliate or any third party to file, an opposition to the Settlement Approval Motion or the Settlement Agreement. Notwithstanding the requirements of this Section III.h, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein (other than as required to comply with their obligations under Section II.l herein), and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewith. Notwithstanding anything to the contrary contained in this Settlement Agreement, for the avoidance of doubt, the rights, obligations and agreements of the Subordinated Note Indenture Trustee, on the one hand, and the holders of Subordinated Notes, the holders of the NGC Trust Capital Income Securities, and the holders of the NGC Trust Common Securities, on the other hand, are not impaired or affected by the foregoing sentence, including the Subordinated Notes Indenture Trustee’s right to indemnification as provided under the Subordinated Notes Indenture.

Cooperation and Support. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect of (i) the prosecution of the Settlement Approval Motion with the Bankruptcy Court, obtaining Bankruptcy Court approval of this Settlement Agreement, the entry of the Approval Order, and the implementation of the settlement terms set forth in this Settlement Agreement, and (ii) the consummation of the transactions contemplated by this Settlement Agreement. Furthermore, (1) subject to the terms of this Settlement Agreement, each of the Parties shall use its commercially reasonable efforts to (a) support and complete all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable to (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or prior to June 8, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 20, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to October 1, 2012, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (I1) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (II2) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Agreement or the Settlement Agreement, . Counsel to each of the Plan Proponents and (2) each of the Creditor Parties shall consult in no event shall any Party file, cause an affiliate or any other third party good faith to file, or encourage any affiliate or any third party to file, an opposition to the Settlement Approval Motion or ensure that all Definitive Documents are consistent in all material respects with this Agreement and the Settlement Agreement. Notwithstanding the requirements of this Section III.h9, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein (other than as required to comply with their obligations under Section II.l herein), and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewith. Notwithstanding anything to the contrary contained in this Settlement Agreement, for the avoidance of doubt, the rights, obligations and agreements of the Subordinated Note Indenture Trustee, on the one hand, and the holders of Subordinated Notes, the holders of the NGC Trust Capital Income Securities, and the holders of the NGC Trust Common Securities, on the other hand, are not impaired or affected by the foregoing sentence, including the Subordinated Notes Indenture Trustee’s right to indemnification as provided under the Subordinated Notes Indenture.

Cooperation and Support. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect of (i) the prosecution of the Settlement Approval Motion with the Bankruptcy Court, obtaining Bankruptcy Court approval of this Settlement Agreement, the entry of the Approval Order, and the implementation of the settlement terms set forth in this Settlement Agreement, and (ii) the consummation of the transactions contemplated by this Settlement Agreement. Furthermore, (1) subject to the terms of this Settlement Agreement, each of the Parties shall use its commercially reasonable efforts to (a) support and complete all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable to (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or prior to May 30, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 15, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to September 28, 2012, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (I1) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (II2) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Settlement Agreement, and (2) in no event shall any Party file, cause an affiliate or any other third party to file, or encourage any affiliate or any third party to file, an opposition to the Settlement Approval Motion Agreement or the Settlement Agreement. Notwithstanding Counsel to each of the requirements Plan Proponents and each of the Creditor Parties shall consult in good faith to ensure that all Definitive Documents are consistent in all material respects with this Section III.h, Agreement and the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein (other than as required to comply with their obligations under Section II.l herein), and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewith. Notwithstanding anything to the contrary contained in this Settlement Agreement, for the avoidance of doubt, the rights, obligations and agreements of the Subordinated Note Indenture Trustee, on the one hand, and the holders of Subordinated Notes, the holders of the NGC Trust Capital Income Securities, and the holders of the NGC Trust Common Securities, on the other hand, are not impaired or affected by the foregoing sentence, including the Subordinated Notes Indenture Trustee’s right to indemnification as provided under the Subordinated Notes Indenture.