Common use of Preparation and Filing Clause in Contracts

Preparation and Filing. The parties will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Proxy Statement, the Registration Statement, AIMCO Form 8-A and the SpinCo Form 10. The parties hereto shall each use reasonable best efforts to cause the Proxy Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in connection with the Merger and the underlying AIMCO Common Stock to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where the Surviving Corporation will not be, following the Merger, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Registration Statement. AIMCO shall cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock to be approved for listing on the NYSE upon official notice of issuance on or prior to the Effective Date. The information provided by any party hereto for use in the Proxy Statement, Registration Statement, AIMCO Form 8-A and SpinCo Form 10 shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement, Registration Statement and SpinCo Form 10.

Preparation and Filing. The parties will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Proxy StatementStatement (together, the "Joint Proxy/Registration Statement, AIMCO Form 8-A and the SpinCo Form 10"). The parties hereto shall each use reasonable best efforts to (i) cause the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filingfiling and (ii) respond as promptly as practicable to any comments made by the SEC. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred (i) Western Resources Common Stock issuable in connection with the Merger Stock Contribution and the underlying AIMCO Common Western Resources Stock Distribution to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws and (ii) New KC Common Stock issuable in connection with the KGE Merger and the KCPL Merger to be registered or to obtain an exemption from registration under applicable state blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where the Surviving Corporation will not be, following the KGE Merger, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Joint Proxy/Registration Statement. AIMCO The parties shall use reasonable efforts to cause the shares of Series E Preferred Stock and Series F Preferred (i) Western Resources Common Stock issuable in the Stock Contribution and the Western Resources Stock Distribution and (ii) New KC Common Stock issuable in the KCPL Merger and the AIMCO Common Stock underlying the Series E Preferred Stock KGE Merger, to be approved for listing on the NYSE upon official notice of issuance on or prior to the Effective Dateissuance. The information provided by any party hereto for use in the Proxy Statement, Joint Proxy/Registration Statement, AIMCO Form 8-A and SpinCo Form 10 Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Joint Proxy Statement, /Registration Statement and SpinCo Form 10Statement.

Preparation and Filing. The parties will hereto shall prepare and file with the SEC as soon as reasonably practicable after the date hereof the Proxy Statement and, as soon as the parties are notified that the SEC has no further comments on the Proxy Statement, URI will prepare and file with the SEC the Registration Statement in which a prospectus, the Proxy Statement and form of proxy will be included (collectively, the "Joint Proxy/Registration Statement, AIMCO Form 8-A and the SpinCo Form 10"). The parties hereto URI shall each use reasonable its best efforts to cause the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto , and URI shall also take such action as may be reasonably is required to cause the shares of Series E Preferred Stock and Series F Preferred URI Common Stock issuable in connection with the Merger and the underlying AIMCO Common Stock to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party URI shall not be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process or general taxation in any 31 jurisdiction where URI and the Surviving Corporation will not be, following the Merger, so subject. URI shall also use its best efforts to cause the shares of URI Common Stock issuable in the Merger to be approved for listing on the New York Stock Exchange subject to official notice of issuance. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Joint Proxy/Registration Statement. AIMCO shall cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock to be approved for listing on the NYSE upon official notice of issuance on or prior to the Effective Date. The information provided by any party hereto for use in the Proxy Statement, Joint Proxy/Registration Statement, AIMCO Form 8-A and SpinCo Form 10 Statement shall be true and correct in all material respects without misstatement of any material fact or omission of any material fact which is necessary or required to make the statements therein, in light of the circumstances under which they were made, not false or misleading and, in the event any party becomes aware prior to the Effective Time of any information that should be included in the Joint Proxy/Registration Statement such information that the Joint Proxy/Registration Statement shall not contain any misstatement of any material fact or omission of any material fact which is necessary or required to make the statements therein, in light of the circumstances under which they were made, not false or misleading, such party shall promptly notify the other parties thereof and, to the extent required by applicable law, an appropriate amendment to the Joint Proxy/Registration Statement shall be promptly prepared, filed with the SEC and disseminated to stockholders. No part of the Joint Proxy/Registration Statement or any amendment or supplement thereto shall be filed by any party with the SEC or mailed to stockholders without providing the other parties a reasonable prior opportunity to review the same and comment thereon. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Proxy Joint Proxy/Registration Statement, Registration Statement and SpinCo Form 10.

Preparation and Filing. The As promptly as reasonably practicable after the date of the First Amendment, the parties will shall prepare and file with the SEC as soon as reasonably practicable after the date hereof the Proxy Statement, a post-effective amendment to the Registration Statement, AIMCO Form 8-A Statement and a Proxy Statement (the SpinCo Form 10"SUPPLEMENTAL PROXY STATEMENT") in connection with the Supplemental PGC Shareholders' Meeting. The parties hereto shall each use reasonable best efforts take such actions as may be reasonably required to cause the Proxy post-effective amendment to the Registration Statement and Registration Statement, AIMCO Form 8(the "POST-A and SpinCo Form 10 EFFECTIVE AMENDMENT") to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto The parties shall also take such action as may be reasonably required to cause the shares of Series E Preferred Company Common Stock and Series F Company Preferred Stock issuable in connection with the Merger and the underlying AIMCO Common Stock Mergers to be registered under or to obtain an exemption from registration under applicable state "blue sky" or securities laws, and to promptly make any filings required in connection with the First Amendment and the transactions contemplated thereby; providedPROVIDED, howeverHOWEVER, that no party none of the Company, PGC or Enron shall be required to register or qualify as a foreign corporation or to take any other action which that would subject it to general service of process in any jurisdiction where in which the Surviving Corporation Company will not benot, following the MergerEffective Time, be so subject. Each of the parties hereto shall furnish all information concerning itself which that is required or customary for inclusion in the Supplemental Proxy Statement and Registration Statementand/or the Post-Effective Amendment. AIMCO shall cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock to be approved for listing on the NYSE upon official notice of issuance on or If, at any time prior to the Effective Date. The information provided by Time, Enron discovers any party hereto for use event or circumstance relating 6 to Enron or any of its subsidiaries, or its or their respective officers or directors, that should be set forth in an amendment to the Post-Effective Amendment or a supplement to the Supplemental Proxy Statement, Registration Enron shall promptly inform PGC. If, at any time prior to the Effective Time, PGC discovers any event or circumstance relating to PGC or any of its subsidiaries, or its or their respective officers or directors that should be set forth in an amendment to the Post-Effective Amendment or a supplement to the Supplemental Proxy Statement, AIMCO Form 8-A and SpinCo Form 10 PGC shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleadingpromptly inform Enron. No representation, covenant or agreement contained in this Agreement is made by any party hereto with respect to information supplied by any other party hereto for inclusion in the Post-Effective Amendment or the Supplemental Proxy Statement, Registration . The Post-Effective Amendment and the Supplemental Proxy Statement shall comply as to form in all material respects with the Securities Act and SpinCo Form 10the rules and regulations thereunder.

Preparation and Filing. The parties will prepare and file with the SEC As promptly as soon as reasonably practicable after the date hereof execution of this Agreement, the parties shall cooperate to prepare, and Parent shall cause to be filed with the SEC, the Form S-4 (it being understood that the Form S-4 shall include the Proxy Statement/Prospectus, which will be included therein as a prospectus and which will be used as a proxy statement for the Registration StatementParent Stockholder Meeting with respect to the Parent Stockholder Matters, AIMCO Form 8-A including the Merger, Change of Control, Parent Stock Issuance, and the SpinCo other transactions contemplated by this Agreement. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Form 10. The parties hereto shall each use reasonable best efforts to cause S-4 and the Proxy Statement and Registration Statement, AIMCO /Prospectus. Promptly after the Form 8-A and SpinCo Form 10 to be S-4 is declared effective under the Securities Act Act, Parent will cause the Proxy Statement/Prospectus to be mailed to its shareholders. Parent covenants and agrees that the S-4 and the Proxy Statement/Prospectus, including any pro forma financial statements included therein (and the letter to shareholders, notice of meeting, and form of proxy included therewith), will not, at the time that the S-4 and the Proxy Statement/Prospectus or any amendments or supplements thereto is filed with the SEC or is first mailed to Parent’s shareholders 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to Parent for inclusion in the S-4 or the Proxy Statement/Prospectus (including the Company Financial Statements and the pro-forma financial statements) will not, to the Company’s Knowledge, 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 such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation, or warranty with respect to statements made in the S-4 or the Proxy Statement/Prospectus (and the letter to shareholders, notice of meeting, and form of proxy included therewith), if any, to the extent such information was provided by the Company or any of their Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the S-4 and the Proxy Statement/Prospectus, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the S-4 or the Proxy Statement/Prospectus, prior to the filing thereof with the SEC. Each of Parent and the Company shall use commercially reasonable efforts to cause the S-4 and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form S-4 declared effective as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in connection it is filed with the Merger SEC and to keep the underlying AIMCO Common Stock Form S-4 effective through the Closing in order to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where permit the Surviving Corporation will not be, following the Merger, so subject. Each consummation of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Registration Statement. AIMCO shall cause the shares of Series E Preferred Stock and Series F Preferred Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock to be approved for listing on the NYSE upon official notice of issuance on or prior to the Effective Date. The information provided by any party hereto for use in the Proxy Statement, Registration Statement, AIMCO Form 8-A and SpinCo Form 10 shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement, Registration Statement and SpinCo Form 10transactions contemplated hereby.

Preparation and Filing. The parties will shall prepare and file with the ---------------------- SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Joint Proxy StatementStatement (together, the "Joint Proxy/Registration Statement, AIMCO Form 8-A and the SpinCo Form 10"). The parties hereto shall each use reasonable best efforts to cause the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred Company Common Stock issuable in connection with the Merger and the underlying AIMCO Common Stock Mergers to be registered (or to obtain an exemption from registration registration) under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where the Surviving Corporation it otherwise will not be, following the MergerMergers, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Joint Proxy/Registration Statement. AIMCO The parties shall use reasonable efforts to cause the shares of Series E Preferred Stock and Series F Preferred Company Common Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock Mergers to be approved for listing on the NYSE New York Stock Exchange upon official notice of issuance on or prior to the Effective Dateissuance. The information provided by any party hereto for use in the Proxy Statement, Joint Proxy/Registration Statement, AIMCO Form 8-A and SpinCo Form 10 Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by or on behalf of any party hereto with respect to information supplied by any other party for inclusion in the Proxy Joint Proxy/Registration Statement. No filing of, or amendment or supplement to, the Joint Proxy/Registration Statement shall be made without providing each party the opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to a party, or any of its affiliates, officers, trustees or directors, should be discovered by any party which should be set forth in an amendment or supplement to the Joint Proxy/Registration Statement, so that the Joint Proxy/Registration Statement would not include 51 any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other party hereto and SpinCo Form 10an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the parties hereto.

Preparation and Filing. The parties will shall prepare and file with the SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Joint Proxy StatementStatement (together, the "Joint Proxy/Registration Statement, AIMCO Form 8-A and the SpinCo Form 10"). The parties hereto shall each use reasonable best efforts to cause the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred Company Common Stock issuable in connection with the Merger and the underlying AIMCO Common Stock Mergers to be registered (or to obtain an exemption from registration registration) under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where the Surviving Corporation it otherwise will not be, following the MergerMergers, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Joint Proxy/Registration Statement. AIMCO The parties shall use reasonable efforts to cause the shares of Series E Preferred Stock and Series F Preferred Company Common Stock issuable in the Merger and the AIMCO Common Stock underlying the Series E Preferred Stock Mergers to be approved for listing on the NYSE New York Stock Exchange upon official notice of issuance on or prior to the Effective Dateissuance. The information provided by any party hereto for use in the Proxy Statement, Joint Proxy/Registration Statement, AIMCO Form 8-A and SpinCo Form 10 Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by or on behalf of any party hereto with respect to information supplied by any other party for inclusion in the Proxy Joint Proxy/Registration Statement. No filing of, or amendment or supplement to, the Joint Proxy/Registration Statement shall be made without providing each party the opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to a party, or any of its affiliates, officers, trustees or directors, should be discovered by any party which should be set forth in an amendment or supplement to the Joint Proxy/Registration Statement, so that the Joint Proxy/Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other party hereto and SpinCo Form 10an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the parties hereto.

Preparation and Filing. The parties will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Proxy StatementStatement (together, the "Joint Proxy/Registration Statement, AIMCO Form 8-A and the SpinCo Form 10"). The parties hereto shall each use reasonable best efforts to (i) cause the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act as promptly as practicable after such filingfiling and (ii) respond as promptly as practicable to any comments made by the SEC. Each party hereto shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred (i) Western Resources Common Stock issuable in connection with the Stock Contribution and the Western Resources Stock Distribution to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws and (ii) New KC Common Stock issuable in connection with the KGE Merger and the underlying AIMCO Common Stock KCPL Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to general service of process in any jurisdiction where the Surviving Corporation will not be, following the KGE Merger, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and Joint Proxy/Registration Statement. AIMCO The parties shall use reasonable efforts to cause the shares of Series E Preferred Stock and Series F Preferred (i) Western Resources Common Stock issuable in the Stock Contribution and the Western Resources Stock Distribution and (ii) New KC Common Stock issuable in the KCPL Merger and the AIMCO Common Stock underlying the Series E Preferred Stock KGE Merger, to be approved for listing on the NYSE upon official notice of issuance on or prior to the Effective Dateissuance. The information provided by any party hereto for use in the Proxy Statement, Joint Proxy/Registration Statement, AIMCO Form 8-A and SpinCo Form 10 Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Joint Proxy Statement/ Registration Statement, Registration Statement and SpinCo Form 10.