Common use of Cooperation, Notification Clause in Contracts

Cooperation, Notification. The Company shall (i) confer on a regular and frequent basis with one or more representatives of CEI to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations, (ii) promptly notify CEI of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects, (iii) promptly notify CEI of property sales by the Company Subsidiaries in excess of $10 million and shall discuss with CEI use of proceeds from such sales to the extent that such proceeds exceed $10 million, (iv) promptly advise CEI of (A) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (B) 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 and (C) any change or event which, individually or in the aggregate, has had or would have a Company Material Adverse Effect (provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement) and (v) promptly provide CEI with copies of all filings made by the Company or any of the Company Subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

Cooperation, Notification. (a) The Company shall, and ------------------------- shall (i) cause its subsidiaries to, confer on a regular and frequent basis with one or more representatives Representatives (as defined in Section 6.01(e)) of CEI 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 CEI 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 prospectsoccurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (iii) promptly notify CEI any notice or other communication from any person and the response thereto of property sales the Company 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 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 Subsidiaries or any of its subsidiaries with any Governmental Authority in excess connection with this Agreement and the transactions contemplated hereby and with the SEC, ACC or any other public utility commission of $10 million and shall discuss any state or FERC in connection with CEI use of proceeds from such sales to the extent that such proceeds exceed $10 million, any other material matter; (iv) promptly advise CEI of (Avi) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Material Adverse Effect becoming untrue or 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, ; or (Bviii) 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 and (C) any change or event which, individually or in the aggregate, has had or would have a Company Material Adverse Effect (Agreement; provided, however, that no such any notification under this Section 5.03 shall not affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement) and (v) promptly provide CEI with copies of all filings made by the Company or any of the Company Subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

Cooperation, Notification. (a) The Company shall, and shall (i) cause the Company Subsidiaries to, confer on a regular and frequent basis with one or more representatives Representatives of CEI 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 CEI 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 notify CEI any notice or other communication from any person and the response thereto of property sales by the Company Subsidiaries Group or its Representatives alleging that the consent of such person is or may be required in excess of $10 million and shall discuss connection with CEI use of proceeds from such sales to this Agreement or the extent that such proceeds exceed $10 million, transactions contemplated hereby; (iv) promptly advise CEI of 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 or respect; (vii) any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, ; or (Bviii) 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 and (C) any change or event which, individually or in the aggregate, has had or would have a Company Material Adverse Effect (Agreement; provided, however, that no such 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 (or remedies with respect theretoiii) or the conditions to the obligations of the parties under this Agreement) and (v) promptly provide CEI with copies of all filings made by the Company or any of the Company Subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

Cooperation, Notification. The Company CILCORP shall (i) confer on a regular and frequent basis with one or more representatives of CEI AES to discuss, subject to applicable law, material operational matters and the general status of its CILCORP's ongoing operations, (ii) promptly notify CEI AES of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects, (iii) promptly notify CEI AES of property any sales of assets by the Company Subsidiaries CILCORP or any CILCORP Subsidiary in excess of $10 1 million and shall discuss with CEI AES use of proceeds from such sales to the extent that such proceeds exceed $10 1 million, (iv) promptly advise CEI AES of (A) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate as so qualified in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (B) 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 and (C) any change or event which, individually or in the aggregate, has had or would have a Company CILCORP Material Adverse Effect (provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement) and (v) promptly provide CEI AES with copies of all filings made by the Company CILCORP or any of the Company Subsidiaries CILCORP Subsidiary with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby. AES shall designate one or more of its Representatives (as defined in Section 7.1 hereof), by name, for purposes of this subsection (g), who will make themselves reasonably available by telephone, electronic mail and in person.