Common use of Cooperation, Notification Clause in Contracts

Cooperation, Notification. (a) The Company shall, and shall cause the Company Subsidiaries to, confer on a regular basis with one or more Representatives of each of Parent and Newco to discuss, subject to applicable Law, material operational and business matters. The Company shall notify Newco of: (i) any material changes, developments, effects, conditions or occurrences in the business, properties, assets, condition (financial or otherwise) or results of operations of the Company Group; (ii) any state of facts, change, development, event, effect, condition or occurrence that individually or in the aggregate would reasonably be expected to have a Company MAE; (iii) any notice or other communication from any person and the response thereto of the Company Group or its Representatives alleging that the consent of such person is or may be required in connection with this Agreement or the transactions contemplated hereby; (iv) any notice or other communication (A) from any Governmental Authority and the 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 any of the Company Group with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and with the SEC; (vi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or inaccurate in any respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (viii) the failure by it to comply with or satisfy in any material respect any 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. (a) The Company Each party shall, and shall cause the Company Subsidiaries 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 of each of Parent and Newco the other party to discuss, subject to applicable Lawlaw, material operational matters and business matters. The Company shall the general status of its ongoing operations; (ii) promptly notify Newco of: (i) the other party of any material changes, developments, effects, conditions or occurrences significant changes in the its business, properties, assets, condition (financial or otherwise) or other), results of operations of the Company Group; (ii) any state of facts, change, development, event, effect, condition or occurrence that individually or in the aggregate would reasonably be expected to have a Company MAE; prospects; (iii) promptly advise the other party of any notice change or other communication from any person and event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the response thereto 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 Company Group parties hereto (or its Representatives alleging that the consent of such person is or may be required in connection remedies with this Agreement respect thereto) or the transactions contemplated hereby; conditions to the obligations of the parties hereto under this Agreement); (iv) any notice or promptly provide the other communication (A) from any Governmental Authority and the response thereto of the Company Group or its Representatives in connection party 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 the Company Group 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 with hereby; and (v) promptly advise the SEC; other party of (viy) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or inaccurate accurate in any respect; (vii) respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; respect or (viiiz) the failure by it to comply in any material respect with or satisfy in any material respect any covenant covenant, condition 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. (a) The Company shall, and shall cause the Company Subsidiaries its subsidiaries to, confer on a regular and frequent basis with one or more Representatives (as defined in Section 6.01(e)) of each of Parent and Newco to discuss, subject to applicable Law, material operational and business matters. The Company shall notify give prompt notice to Newco of: of (i) any material significant changes, developments, effects, conditions or occurrences in the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of the Company Groupand its subsidiaries; (ii) any state of facts, change, development, event, effect, condition or occurrence that that, individually or in the aggregate would aggregate, has had or could reasonably be expected to have a Company MAEMaterial Adverse Effect; (iii) any notice or other communication from any person and the 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 Group or its subsidiaries or its or their Representatives alleging that the consent of such person is or may be required in connection with this Agreement or the transactions contemplated hereby; (iv) any notice or other communication (A) from any Governmental Authority and the 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 Group 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 the Company or any of the Company Group its subsidiaries with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and with the SEC; (vi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE Material Adverse Effect becoming untrue or inaccurate in any respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (viii) the failure by it to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that any notification under this Section 5.04 5.03 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 The Company shall, and shall cause the Company Subsidiaries 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. The Company shall: (a) The Company shall, and shall cause the Company Subsidiaries to, confer on a regular periodic basis with one or more Representatives representatives of each of Parent and Newco Discovery to discuss, subject to applicable Law, discuss material operational matters and business matters. The Company shall the general status of its ongoing operations and the status of the Disposition; (b) promptly notify Newco of: (i) Discovery of any material changes, developments, effects, conditions or occurrences significant changes in the its business, properties, assetsAssets, condition (financial financial, Tax or otherwise) other), or results of operations operations; (c) promptly notify Discovery of the Company Group; (ii) 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, development, event, effect, condition change or occurrence development having an effect that individually or in the aggregate (i) would reasonably be expected to have a Company MAE; (iii) any notice prevent or other communication from any person and materially delay the response thereto of performance by the Company Group or its Representatives alleging that the consent Principal Stockholders of such person is or may be required in connection with their respective obligations under this Agreement or the transactions contemplated hereby; (iv) any notice Voting Agreement, as the case may be, or other communication (A) from any Governmental Authority and the response thereto of consummation by the Company Group or its Representatives in connection with this Agreement or the Principal Stockholders of the transactions contemplated hereby or thereby on a timely basis or (ii) would reasonably be expected to result in a Material Adverse Effect; (d) 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 (Bii) from any events, developments or occurrences that, to the SEC; 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; (ve) 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 Discovery with copies of all filings made by the Company with any Governmental Body and all correspondence in respect to third-party Consents, in each case in connection with 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 afford Discovery reasonable time to review and comment on such filings; and (g) prior to the Effective Time, provide Discovery with a reasonably detailed description of tangible Assets of the Company Group with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby its Subsidiaries, including serial numbers and with the SEC; (vi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or inaccurate in any respect; (vii) any location of such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (viii) the failure by it to comply with or satisfy in any material respect any 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 Agreementtangible Assets. (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. (a) The Company Each party shall, and shall cause the Company Subsidiaries 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 of each of Parent and Newco the other party to discuss, subject to applicable Lawlaw, material operational matters and business matters. The Company shall the general status of its ongoing operations; (ii) promptly notify Newco of: (i) the other party of any material changes, developments, effects, conditions or occurrences significant changes in the its business, properties, assets, condition (financial or otherwise) or other), results of operations of the Company Group; (ii) any state of facts, change, development, event, effect, condition or occurrence that individually or in the aggregate would reasonably be expected to have a Company MAE; prospects; (iii) promptly advise the other party of any notice change or other communication from any person and event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result, in the response thereto 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 Company Group parties hereto (or its Representatives alleging that the consent of such person is or may be required in connection remedies with this Agreement respect thereto) or the transactions contemplated hereby; conditions to the obligations of the parties hereto under this Agreement); (iv) any notice or promptly provide the other communication (A) from any Governmental Authority and the response thereto of the Company Group or its Representatives in connection party 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 the Company Group 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 with hereby; and (v) promptly advise the SEC; other party of (viy) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or inaccurate accurate in any respect; (vii) respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; respect or (viiiz) the failure by it to comply in any material respect with or satisfy in any material respect any covenant covenant, condition 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. (a) The Company shall, and ------------------------- shall cause the Company Subsidiaries its subsidiaries to, confer on a regular and frequent basis with one or more Representatives (as defined in Section 6.01(e)) of each of Parent and Newco to discuss, subject to applicable Law, material operational and business matters. The Company shall notify give prompt notice to Newco of: of (i) any material significant changes, developments, effects, conditions or occurrences in the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of the Company Groupand its subsidiaries; (ii) any state of facts, change, development, event, effect, condition or occurrence that that, individually or in the aggregate would aggregate, has had or could reasonably be expected to have a Company MAEMaterial Adverse Effect; (iii) any notice or other communication from any person and the response thereto of the Company Group or its subsidiaries or its or their Representatives alleging that the consent of such person is or may be required in connection with this Agreement or the transactions contemplated hereby; (iv) any notice or other communication (A) from any Governmental Authority and the response thereto of the Company Group 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 public utility commission of any state or FERC in connection with any other material matter; (v) copies of all filings made by the Company or any of the Company Group its subsidiaries with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and with the SEC, ACC or any other public utility commission of any state or FERC in connection with any other material matter; (vi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE Material Adverse Effect becoming untrue or inaccurate in any respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (viii) the failure by it to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that any notification under this Section 5.04 5.03 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 The Company shall, and shall cause the Company Subsidiaries its subsidiaries to, discuss with Parent and 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 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 ContractContract 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.

Cooperation, Notification. The Company shall: (a) The Company shall, and shall cause the Company Subsidiaries to, confer on a regular periodic basis with one or more Representatives representatives of each of Parent and Newco Discovery to discuss, subject to applicable Law, discuss material operational matters and business matters. The Company shall the general status of its ongoing operations and the status of the Disposition; (b) promptly notify Newco of: (i) Discovery of any material changes, developments, effects, conditions or occurrences significant changes in the its business, properties, assetsAssets, condition (financial financial, Tax or otherwise) other). or results of operations operations; (c) promptly notify Discovery of the Company Group; (ii) 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, development, event, effect, condition change or occurrence development having an effect that individually or in the aggregate (i) would reasonably be expected to have a Company MAE; (iii) any notice prevent or other communication from any person and materially delay the response thereto of performance by the Company Group or its Representatives alleging that the consent Principal Stockholders of such person is or may be required in connection with their respective obligations under this Agreement or the transactions contemplated hereby; (iv) any notice Voting Agreement, as the case may be, or other communication (A) from any Governmental Authority and the response thereto of consummation by the Company Group or its Representatives in connection with this Agreement or the Principal Stockholders of the transactions contemplated hereby or thereby on a timely basis or (ii) would reasonably be expected to result in a Material Adverse Effect; (d) 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 (Bii) from any events, developments or occurrences that, to the SEC; 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; (ve) 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 Discovery with copies of all filings made by the Company with any Governmental Body and all correspondence in respect to third-party Consents, in each case in connection with 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 afford Discovery reasonable time to review and comment on such filings; and (g) prior to the Effective Time, provide Discovery with a reasonably detailed description of tangible Assets of the Company Group with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby its Subsidiaries, including serial numbers and with the SEC; (vi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company MAE becoming untrue or inaccurate in any respect; (vii) any location of such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (viii) the failure by it to comply with or satisfy in any material respect any 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 Agreementtangible Assets. (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.