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 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.

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 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 Parties shall cooperate and jointly prepare and file with the SEC as soon as reasonably practicable after the date hereof the Proxy Statement, the Joint Proxy/Registration Statement, AIMCO Form 8-A Statement and the SpinCo Form 10Schedule 13E-3. The parties hereto Parties shall each use commercially reasonable best efforts to cause (x) the Proxy Registration Statement and Registration Statement, AIMCO Form 8-A and SpinCo Form 10 to be declared effective under the Securities Act and (y) the Joint Proxy/Registration Statement to be cleared under the Exchange Act as promptly as practicable after such filing. Each party hereto Party shall also take such action as may be reasonably required to cause the shares of Series E Preferred Stock and Series F Preferred Stock Notes 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 lawsBlue Sky Laws; provided, however, that no party Party shall be required to register or qualify as a foreign corporation or to take other action which that would subject it to general service of process in any jurisdiction where the Surviving Corporation will it would not be, following the Merger, so subject. Each The Parties shall each use commercially reasonable best efforts to respond to any comments of the parties hereto SEC or its staff to the Joint Proxy/Registration Statement and/or the Schedule 13E-3. The Company shall cause the Joint Proxy/Registration Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the Joint Proxy/Registration Statement to the satisfaction of the SEC or its staff. Promptly upon the receipt of any comments from the SEC or its staff and/or of any request by the SEC or its staff for amendments or supplements to the Joint Proxy/Registration Statement and/or the Schedule 13E-3 or for additional information, the receiving Party shall notify the other Parties and shall promptly supply such other Parties with copies of all correspondence between such Party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy/Registration Statement, the Schedule 13E-3 or the Merger. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Joint Proxy/Registration Statement, the Company and Parent shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail the Joint Proxy/Registration Statement, or any amendment or supplement thereto, to which Parent reasonably and timely objects; provided, that Parent shall identify its objections and fully cooperate with the Company to generate a mutually satisfactory Joint Proxy/Registration Statement. Subject to Sections 4.07 and 5.04 hereof, each of the Parties shall furnish all information concerning itself which that is required or customary for inclusion in the Proxy Joint Proxy/Registration 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 misleadingSchedule l3E-3. No representation, covenant warranty or agreement is made by any party hereto Party with respect to information supplied by any other party Party for inclusion in the Proxy Statement, Joint Proxy/Registration Statement and SpinCo Form 10or the Schedule 13E-3.

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.