Common use of Preparation of SEC Filings Clause in Contracts

Preparation of SEC Filings. (a) As promptly as practicable following the provision of the Audited Financial Statements contemplated by Section 5.03, to the extent such filings are required by applicable Law, Entergy and ITC shall jointly prepare, and (i) ITC shall file with the SEC a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration Statements”) to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall file such other appropriate documents with the SEC as may be applicable. (b) Each of Entergy and ITC shall use their reasonable best efforts to have the TransCo Registration Statements, the ITC Form S-4 and other registration statements as may be required declared effective under the Exchange Act or Securities Act, as applicable, as promptly as practicable after such filing. ITC shall use its reasonable best efforts to cause the Proxy Statement to be mailed to ITC’s shareholders on a date mutually agreed after the TransCo Registration Statements and the ITC Form S-4 are declared effective under the Securities Act. (c) Entergy shall furnish all information concerning Entergy and TransCo, and ITC shall furnish all information concerning ITC and Merger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements and the Schedule TO. No filing of, or amendment or supplement to, the Proxy Statement or the ITC Form S-4 shall be made by ITC, no filing of, or amendment or supplement to, the TransCo Registration Statements shall be made by TransCo and no filing of, or amendment or supplement to, the Schedule TO shall be made by Entergy, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) If at any time prior to the Effective Time any information relating to Entergy or ITC or any of their respective Affiliates, officers or directors should be discovered by Entergy or ITC which should be set forth in an amendment or supplement to any of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements or the Schedule TO, so that any such document 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 which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the applicable shareholders. (e) The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements or the Schedule TO or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly as practicable following the provision date of the Audited Financial Statements contemplated by Section 5.03this Agreement, to the extent such filings are required by applicable LawLaw (i) Trident, Entergy Fountain and ITC Patriot shall jointly prepare, and (i) ITC Patriot shall file with the SEC SEC, a proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) which shall constitute the proxy materials to be mailed to Patriot’s shareholders in connection with the Patriot Shareholder Approval, (ii) Trident, Fountain and Patriot shall jointly prepare, and Fountain shall file with the SEC, (A) a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Fountain Common Stock to be issued in the Merger, Merger and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”B) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable 10 (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration StatementsForm 10”) to register the TransCo Fountain Common Units Stock to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 Trident shall prepare, and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC SEC, a proxy statement on Schedule TO 14A to be mailed to the Trident shareholders in connection with the Trident Shareholder Approval and certain other matters (together with any amendments thereto, which matters may include the separation of Trident’s North American residential and small business security business (the “Schedule TOAthens Separation”)) (the “Trident Proxy”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall jointly prepare and file such other appropriate documents with the SEC as may be applicable. (b) Each of Entergy Trident and ITC Patriot shall use their reasonable best efforts to have the TransCo Registration StatementsForm 10, the ITC Form S-4 and other registration statements as may be required declared effective under the Exchange Act or Securities Act, as applicable, as promptly as practicable after such filing. ITC Trident shall use its reasonable best efforts to cause the Trident Proxy to be mailed to Trident’s shareholders, and Patriot shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to ITCPatriot’s shareholders on a date mutually agreed shareholders, in each case as promptly as reasonably practicable after the TransCo Registration Statements date hereof. Each of Trident and Fountain shall also take any action (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under applicable state securities laws in connection with the ITC Form S-4 are declared effective under issuance of Fountain Common Stock in the Securities ActDistribution or the Merger. (c) Entergy Trident shall furnish all information concerning Entergy Trident, Fountain, AcquisitionCo and TransCoMerger Sub and the Fountain Business and the Surviving Corporation Board Appointees selected by it, and ITC Patriot shall furnish all information concerning ITC Patriot, Patriot’s business and Merger Subthe Surviving Corporation Board Appointees selected by it, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements /Prospectus and the Schedule TOTrident Filings. No filing of, or amendment or supplement to, the Proxy Statement or the ITC Form S-4 Statement/Prospectus shall be made by ITCPatriot, no filing of, or amendment or supplement to, the TransCo Registration Statements Form S-4 or the Form 10 shall be made by TransCo Fountain and no filing ofchange, or amendment or supplement toas it relates to the Transactions, the Schedule TO shall be made by EntergyTrident to the Trident Proxy, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) If at any time prior to the Effective Time any information relating to Entergy Trident or ITC Patriot or any of their respective Affiliates, officers or directors (or the Patriot Board Appointees) should be discovered by Entergy Trident or ITC Patriot which should be set forth in an amendment or supplement to any of the Proxy Statement/Prospectus, the ITC Form S-4, the TransCo Registration Statements Form 10 or the Schedule TOTrident Proxy, so that any such document 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 which discovers such information shall promptly notify the other Parties applicable Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the applicable shareholders. (e) The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement/Prospectus, the ITC Form S-4, the TransCo Registration Statements Form 10 or the Schedule TO Trident Proxy or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly soon as practicable following the provision date of the Audited Financial Statements contemplated Distribution Shareholder Meeting or such other time as may be agreed upon by Section 5.03Chucktaylor and Victory, to the extent such filings are required by applicable Law, Entergy and ITC shall jointly prepare, and (i) ITC shall Victory will prepare and file with the SEC Commission a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, other appropriate form) (the “ITC "Victory Form S-4”") to register the shares of ITC Victory Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (together with any amendments or supplements thereto, the “"Victory Proxy Statement”") relating to the ITC Victory Stockholder Approval (which Victory Proxy Statement may be included in the Victory Form S-4), (iii) Chucktaylor will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the "Chucktaylor Proxy Statement") relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the "Distribution Proxy Statement") relating to the Distribution Shareholder Approval, (iiv) TransCo shall Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the SEC a Commission one or more amendments to the registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration Statements”) to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 and the TransCo Registration Statements have been declared effective, Entergy shall file 10 filed by Xxxxx with the SEC a Schedule TO Commission on June 7, 2012 (together with any amendments thereto, the “Schedule TO”"Xxxxx Form 10") if Entergy elects relating to effect the Distribution in whole or in part by means of an Exchange Offer and (ivvi) the Parties shall will file such other appropriate documents with the SEC Commission or applicable state securities regulators as may be applicable. (b) necessary or appropriate in connection with the Merger. Each of Entergy Victory and ITC shall Chucktaylor will use their reasonable best efforts to have the TransCo Registration StatementsVictory Form S-4, the ITC Form S-4 and any other registration statements as may be required declared effective under the Exchange Securities Act or Securities Exchange Act, as applicable, as promptly as practicable after such filing. ITC shall Victory will use its best reasonable best efforts to cause the Victory Proxy Statement to be mailed to ITC’s shareholders on a date mutually agreed the Victory Stockholders after the TransCo Registration Statements and the ITC Victory Form S-4 are is declared effective under the Securities Act. Act (c) Entergy shall or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate). Each of Chucktaylor and Victory will also take any action required to be taken under any applicable state securities Laws in connection with the Transactions. Victory will furnish all information concerning Entergy Victory and TransCoMerger Sub, and ITC shall Chucktaylor will furnish all information concerning ITC Chucktaylor and Merger SubXxxxx, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements Chucktaylor Filings and the Schedule TOVictory Filings. No filing of, or amendment or supplement toto the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the ITC Xxxxx Form S-4 shall 10 (if such document or supplement includes reference to the Merger) will be made by ITC, no filing of, or amendment or supplement to, the TransCo Registration Statements shall be made by TransCo and no filing of, or amendment or supplement to, the Schedule TO shall be made by Entergy, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) . If at any time prior to the Effective Time any information relating to Entergy or ITC Victory, Merger Sub, Chucktaylor, Xxxxx or any of their respective Affiliates, officers or directors should be discovered by Entergy Victory or ITC Chucktaylor which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the ITC Form S-4Distribution Proxy Statement (if such document includes reference to the Merger), the TransCo Registration Statements Victory Proxy Statement, the Victory Form S-4 or the Schedule TO, Xxxxx Form 10 (if such document includes reference to the Merger) so that any such document 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 which discovers such information shall will promptly notify the other Parties and an appropriate amendment or supplement describing such information shall will be promptly filed with the SEC Commission and, to the extent required by Law, disseminated to the applicable shareholders. (e) stockholders. The Parties shall will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the SEC Commission or its staff and of any request by the SEC Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the ITC Form S-4Distribution Proxy Statement (if such document includes reference to the Merger), the TransCo Registration Statements Victory Proxy Statement, the Victory Form S-4 or the Schedule TO Xxxxx Form 10 (if such document includes reference to the Merger) or for additional information and shall will supply each other with copies of all correspondence between it or any of its Representativesrepresentatives, on the one hand, and the SEC Commission or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly soon as practicable following the provision date of the Audited Financial Statements contemplated by Section 5.03this Agreement, to the extent such filings are required by applicable Law, Entergy Parent and ITC shall Acquiror will jointly prepare, and (i) ITC shall Acquiror will file with the SEC Commission a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Acquiror Form S-4”) to register the shares of ITC Acquiror Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC Shareholder ApprovalAcquiror Stockholder Approval (which Proxy Statement will be included in the Acquiror Form S-4), (ii) TransCo shall Wimbledon will file with the SEC Commission a registration statement on Form 10/S-4 10 or Form S-1, as applicable, and/or a registration statement on Form S-4 (the “Wimbledon Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration Statements”) to register the TransCo shares of Wimbledon Common Units Stock to be distributed in the Distribution, (iii) promptly after the ITC Acquiror Form S-4 and the TransCo Registration Statements Wimbledon Form S-1/S-4 have been declared effective, Entergy shall Parent will file with the SEC Commission a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy Parent elects to effect the Distribution in whole or in part by means of an Exchange Offer Offer, and (iv) the Parties shall will file such other appropriate documents with the SEC as may be applicable. (b) . Each of Entergy Parent and ITC shall Acquiror will use their reasonable best efforts to have the TransCo Registration StatementsWimbledon Form S-1/S-4, the ITC Acquiror Form S-4 and other registration statements as may be required declared effective under the Exchange Act or Securities Act, as applicable, as promptly as practicable after such filing. ITC shall Acquiror will use its reasonable best efforts to cause the Proxy Statement to be mailed to ITCAcquiror’s shareholders on a date mutually agreed stockholders as promptly as practicable after the TransCo Registration Statements Wimbledon Form S-1/S-4 and the ITC Acquiror Form S-4 are declared effective under the Securities Act. . Each of Acquiror and Parent will also take any action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Entergy shall required to be taken under any applicable state securities Laws in connection with, in the case of Acquiror, the issuance of Acquiror Common Stock in the Wimbledon Merger and, in the case of Parent, the issuance of Wimbledon Common Stock in the Distribution. Parent will furnish all information concerning Entergy Parent and TransCoWimbledon, and ITC shall Acquiror will furnish all information concerning ITC Acquiror and Merger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Acquiror Form S-4, the TransCo Registration Statements Wimbledon Form S-1/S-4 and the Schedule TO. No filing of, or amendment or supplement to, to the Proxy Statement or the ITC Acquiror Form S-4 shall will be made by ITCAcquiror, no filing of, or amendment or supplement to, the TransCo Registration Statements shall Wimbledon Form S-1/S-4 will be made by TransCo Wimbledon and no filing of, or amendment or supplement to, the Schedule TO shall will be made by EntergyParent, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) . If at any time prior to the Effective Time any information relating to Entergy Parent or ITC Acquiror or any of their respective Affiliates, officers or directors should be discovered by Entergy Parent or ITC Acquiror which should be set forth in an amendment or supplement to any of the Proxy Statement, the ITC Acquiror Form S-4, the TransCo Registration Statements Wimbledon Form S-1/S-4 or the Schedule TO, so that any such document 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 which discovers such information shall will promptly notify the other Parties and an appropriate amendment or supplement describing such information shall will be promptly filed with the SEC Commission and, to the extent required by Law, disseminated to the applicable shareholders. (e) stockholders. The Parties shall will notify each other promptly of the receipt of any comments from the SEC Commission or its staff and of any request by the SEC Commission or its staff for amendments or supplements to the Proxy Statement, the ITC Acquiror Form S-4, the TransCo Registration Statements Wimbledon Form S-1/S-4 or the Schedule TO or for additional information and shall will supply each other with copies of all correspondence between it or any of its Representativesrepresentatives, on the one hand, and the SEC Commission or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly as practicable following the provision of the Audited Financial Statements contemplated by Section 5.03date hereof, to the extent such filings are required by applicable Law, Entergy Parent and ITC RJS shall jointly prepare, prepare and (i) ITC shall file with the SEC a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo NewCo Registration Statements”) to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 Statement and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall file such other appropriate documents with the SEC as may be applicable. (b) Each of Entergy and ITC shall use their reasonable best efforts to have the TransCo Registration Statements, the ITC Form S-4 take such other actions and file such other registration statements securities-related documents as may be applicable to the Closing Transactions (including pursuant to any applicable state securities Laws). The Parties shall use their respective reasonable best efforts to have the NewCo Registration Statement and any other securities-related filings that may be required in connection with the Closing Transactions declared effective under the Exchange Act or Securities Act, as applicable, as promptly as reasonably practicable and advisable after such filing. ITC shall use its reasonable best efforts to cause the Proxy Statement to be mailed to ITC’s shareholders on a date mutually agreed after the TransCo Registration Statements and the ITC Form S-4 are declared effective under the Securities Act. (c) Entergy shall furnish all information concerning Entergy and TransCo, and ITC shall furnish all information concerning ITC and Merger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements and the Schedule TO. No filing of, or amendment or supplement to, the Proxy NewCo Registration Statement or the ITC Form S-4 shall be made by ITC, no filing of, or amendment or supplement to, the TransCo Registration Statements shall be made by TransCo and no filing of, or amendment or supplement to, the Schedule TO shall be made by Entergyany Party, in each case without the approval of Parent and RJS (which approval shall not be unreasonably withheld, conditioned or delayed) and subject to providing the other Parties a reasonable opportunity to review and comment thereon. (db) As promptly as practicable after the date hereof, Raven, Jade and Sapphire shall use their respective reasonable best efforts to provide Parent all audited and unaudited consolidated balance sheets, income statements and statements of cash flows of the RJS Subsidiaries, for all periods required by the SEC in connection with the NewCo Registration Statement, in each case together with the notes thereto, prepared in accordance with GAAP, and which present fairly in all material respects the consolidated financial position and results of operations as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. (c) Parent shall furnish all information concerning Parent, the New Entities, Energy Supply and the Energy Supply Subs, and Raven, Jade and Sapphire shall furnish all information concerning RJS and the RJS Subsidiaries, as may be reasonably requested in connection with the preparation and filing of the NewCo Registration Statement and any other securities-related filings that may be required in connection with the Closing Transactions, including, in each case, such financial and other information necessary to prepare such “pro forma” financial statements as may be required by Article 11 of Regulation S-X. If at any time prior to the Effective Time Closing any information relating to Entergy or ITC or any of their respective Affiliates, officers or directors should be discovered by Entergy or ITC any Party which should be set forth in an amendment or supplement to the NewCo Registration Statement or any of other securities-related filings that may be required in connection with the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements or the Schedule TOClosing Transactions, so that any such document 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 which discovers such information shall promptly notify the other Parties thereof and the Parties shall jointly promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the applicable shareholdersinformation. (ed) The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, NewCo Registration Statement or any other securities-related filings that may be required in connection with the ITC Form S-4, the TransCo Registration Statements or the Schedule TO Closing Transactions or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly as practicable following the provision date of the Audited Financial Statements contemplated by Section 5.03this Agreement, to the extent such filings are required by applicable LawLaw (i) Trident, Entergy Fountain and ITC Patriot shall jointly prepare, and (i) ITC Patriot shall file with the SEC SEC, a proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) which shall constitute the proxy materials to be mailed to Patriot’s shareholders in connection with the Patriot Shareholder Approval, (ii) Trident, Fountain and Patriot shall jointly prepare, and Fountain shall file with the SEC, (A) a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Fountain Common Stock to be issued in the Merger, Merger and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”B) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable 10 (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration StatementsForm 10”) to register the TransCo Fountain Common Units Stock to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 Trident shall prepare, and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC SEC, a proxy statement on Schedule TO 14A to be mailed to the Trident shareholders in connection with the Trident Shareholder Approval and certain other matters (together with any amendments thereto, which matters may include the separation of Trident’s North American residential and small business security business (the “Schedule TOAthens Separation”)) (the “Trident Proxy”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall jointly prepare and file such other appropriate documents with the SEC as may be applicable. (b) Each of Entergy Trident and ITC Patriot shall use their reasonable best efforts to have the TransCo Registration StatementsForm 10, the ITC Form S-4 and other registration statements as may be required declared effective under the Exchange Act or Securities Act, as applicable, as promptly as practicable after such filing. ITC Trident shall use its reasonable best efforts to cause the Trident Proxy to be mailed to Trident’s shareholders, and Patriot shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to ITCPatriot’s shareholders on a date mutually agreed shareholders, in each case as promptly as reasonably practicable after the TransCo Registration Statements date hereof. Each of Trident and Fountain shall also take any action (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under applicable state securities laws in connection with the ITC Form S-4 are declared effective under issuance of Fountain Common Stock in the Securities ActDistribution or the Merger. (c) Entergy Trident shall furnish all information concerning Entergy Trident, Fountain, AcquisitionCo and TransCoMerger Sub and the Fountain Business and the Surviving Corporation Board Appointees selected by it, and ITC Patriot shall furnish all information concerning ITC Patriot, Patriot’s business and Merger Subthe Surviving Corporation Board Appointees selected by it, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements /Prospectus and the Schedule TOTrident Filings. No filing of, or amendment or supplement to, the Proxy Statement or the ITC Form S-4 Statement/Prospectus shall be made by ITCPatriot, no filing of, or amendment or supplement to, the TransCo Registration Statements Form S-4 or the Form 10 shall be made by TransCo Fountain and no filing ofchange, or amendment or supplement toas it relates to the Transactions, the Schedule TO shall be made by EntergyTrident to the Trident Proxy, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) If at any time prior to the Effective Time any information relating to Entergy Trident or ITC Patriot or any of their respective Affiliates, officers or directors (or the Patriot Board Appointees) should be discovered by Entergy Trident or ITC Patriot which should be set forth in an amendment or supplement to any of the Proxy Statement/Prospectus, Table of Contents the ITC Form S-4, the TransCo Registration Statements Form 10 or the Schedule TOTrident Proxy, so that any such document 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 which discovers such information shall promptly notify the other Parties applicable Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the applicable shareholders. (e) The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement/Prospectus, the ITC Form S-4, the TransCo Registration Statements Form 10 or the Schedule TO Trident Proxy or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly soon as practicable following the provision date of the Audited Financial Statements contemplated by Section 5.03this Agreement, to the extent such filings are required by applicable Law, Entergy Parent and ITC shall RMT Partner will jointly prepare, and (i) ITC shall RMT Partner will file with the SEC Commission the a registration statement Registration Statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC RMT Partner Form S-4”) to register the shares of ITC RMT Partner Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC RMT Partner Shareholder ApprovalApproval and the Amendment Proposal (which Proxy Statement will be included in the RMT Partner Form S-4 and which Proxy Statement will present the RMT Partner Shareholder Approval and Amendment Proposal as two separate proposals on the agenda for the RMT Partner Shareholder Meeting), (ii) TransCo shall Folgers will file with the SEC Commission the Folgers a registration statement on Form 10/S-4 or 10 and/or a registration statement on Form S-1S-4 (the “Folgers Form 10/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration Statements”) to register the TransCo shares of Folgers Common Units Stock to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 and the TransCo Registration Statements have been declared effective, Entergy shall Parent will file with the SEC Commission a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy Parent elects to effect the Distribution in whole or in part by means of an Exchange Offer Offer, and (iv) the Parties shall will file such other appropriate documents with the SEC as may be applicable. (b) . Each of Entergy Parent and ITC shall RMT Partner will use their reasonable best efforts to have the TransCo Registration StatementsFolgers Form 10/S-4, the ITC RMT Partner Form S-4 S-4, and other registration statements as may be required declared effective under the Exchange Act or Securities Act, as applicable, as promptly as practicable after such filing. ITC shall RMT Partner will use its reasonable best efforts to cause the Proxy Statement to be mailed to ITCRMT Partner’s shareholders on a date mutually agreed stockholders as promptly as practicable after the TransCo Registration Statements Folgers Form 10/S-4 and the ITC RMT Partner Form S-4 are declared effective under the Securities Act. . Each of RMT Partner and Parent will also take any action (cother than qualifying to do business in any jurisdiction in which it is not now so qualified) Entergy shall required to be taken under any applicable state securities Laws in connection with, in the case of RMT Partner, the issuance of RMT Partner Common Stock in the Folgers Merger and, in the case of Parent, the issuance of Folgers Common Stock in the Distribution. Parent will furnish all information concerning Entergy Parent and TransCoFolgers, and ITC shall RMT Partner will furnish all information concerning ITC RMT Partner and Merger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC RMT Partner Form S-4, the TransCo Registration Statements Folgers Form 10/S-4 and the Schedule TO. No filing of, or amendment or supplement to, to the Proxy Statement or the ITC RMT Partner Form S-4 shall will be made by ITCRMT Partner, no filing of, or amendment or supplement to, the TransCo Registration Statements shall Folgers Form 10/S-4 will be made by TransCo Folgers and no filing of, or amendment or supplement to, the Schedule TO shall will be made by EntergyParent, in each case without providing the other Parties parties a reasonable opportunity to review and comment thereon. (d) . If at any time prior to the Effective Time any information relating to Entergy Parent or ITC RMT Partner or any of their respective Affiliatesaffiliates, officers or directors should be discovered by Entergy Parent or ITC RMT Partner which should be set forth in an amendment or supplement to any of the Proxy Statement, the ITC RMT Partner Form S-4, the TransCo Registration Statements Folgers Form 10/S-4 or the Schedule TO, so that any such document 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 which discovers such information shall will promptly notify the other Parties hereto and an appropriate amendment or supplement describing such information shall will be promptly filed with the SEC Commission and, to the extent required by Law, disseminated to the applicable shareholders. (e) stockholders. The Parties shall will notify each other promptly of the receipt of any comments from the SEC Commission or its staff and of any request by the SEC Commission or its staff for amendments or supplements to the Proxy Statement, the ITC RMT Partner Form S-4, the TransCo Registration Statements Folgers Form 10/S-4 or the Schedule TO or for additional information and shall will supply each other with copies of all correspondence between it or any of its Representativesrepresentatives, on the one hand, and the SEC Commission or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly as practicable following the provision of the Audited Financial Statements contemplated by Section 5.03date hereof, to the extent such filings are required by applicable Applicable Law, Entergy the Acquirer and ITC the Partnership shall jointly prepare, prepare and (i) ITC shall file with the SEC a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Argon HoldCo Registration Statements”) to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 Statement and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall file such other appropriate documents with the SEC as may be applicable. (b) Each of Entergy and ITC parties hereto shall use their reasonable best efforts to have the TransCo Registration Statements, the ITC Form S-4 take such other actions and file such other registration statements securities-related documents as may be applicable to the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction (including pursuant to any applicable state securities Laws). The parties hereto shall use their respective reasonable best efforts to have the Argon HoldCo Registration Statement and any other securities-related filings that may be required in connection with the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction declared effective under the Exchange Act or Securities Act, as applicable, as promptly as reasonably practicable and advisable after such filing. ITC shall use its reasonable best efforts to cause the Proxy Statement to be mailed to ITC’s shareholders on a date mutually agreed after the TransCo Registration Statements and the ITC Form S-4 are declared effective under the Securities Act. (c) Entergy shall furnish all information concerning Entergy and TransCo, and ITC shall furnish all information concerning ITC and Merger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements and the Schedule TO. No filing of, or amendment or supplement to, the Proxy Argon HoldCo Registration Statement or the ITC Form S-4 shall be made by ITC, no filing of, or amendment or supplement to, the TransCo Registration Statements shall be made by TransCo and no filing of, or amendment or supplement to, the Schedule TO shall be made by Entergyany party hereto, in each case case, without providing the other Parties approval of the Acquirer; provided, that (i) the Acquirer shall consult with the Founder prior to granting such approval, (ii) the Founder and his Representatives shall have a reasonable opportunity to review and comment thereonthereon and (iii) the Acquirer shall consider any such comments in good faith. (db) The Seller Parties shall provide all cooperation reasonably requested by the Acquirer or Blackstone in connection with the preparation of the Argon Holdco Registration Statement, including (x) furnishing to the Acquirer as promptly as practicable after the date hereof all audited and unaudited consolidated balance sheets, income statements and statements of cash flows of the Partnership, for all periods required by the SEC in connection with the Argon HoldCo Registration Statement, and (y) furnishing to the Acquirer audited and unaudited financial statements of the Partnership in respect of subsequent periods by a date that is not later than 60 days after the end of the relevant fiscal year (in the case of such audited financial statements) and not later than 30 days after the end of the relevant fiscal quarter (in the case of such unaudited financial statements), in each case together with the notes thereto, prepared in accordance with GAAP, and which present fairly in all material respects the consolidated financial position and results of operations as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. (c) The Acquirer shall furnish all information concerning Argon HoldCo, the Blackstone Parties and the Acquirer, and the Partnership shall (i) furnish all information concerning the Seller Parties and the Partnership Entities, as may be reasonably requested and (ii) make reasonably available the management, personnel, records, auditors of such party, and work papers related to the audits of such party, as applicable, in connection with the preparation and filing of the Argon HoldCo Registration Statement and any other securities-related filings that may be required in connection with the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction, including, in each case, such financial and other information necessary to prepare such “pro forma” financial statements as may be required by Article 11 of Regulation S-X. If at any time prior to the Effective Time Closing any information relating to Entergy or ITC or any of their respective Affiliates, officers or directors should be discovered by Entergy or ITC any party hereto which should be set forth in an amendment or supplement to the Argon HoldCo Registration Statement or any of other securities-related filings that may be required in connection with the Proxy Statementtransactions contemplated hereby, the ITC Form S-4, Argon Reorganization and the TransCo Registration Statements or the Schedule TOSeparation Transaction, so that any such document 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 party which discovers such information shall promptly notify the other Parties parties thereof and the parties hereto shall jointly promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the applicable shareholdersinformation. (ed) The Parties parties hereto shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy StatementArgon HoldCo Registration Statement or any other securities-related filings that may be required in connection with the transactions contemplated hereby, the ITC Form S-4, Argon reorganization and the TransCo Registration Statements or the Schedule TO Separation Transaction or for additional information and shall supply each other with copies of all correspondence between it or any of its Representativesrepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. (a) As promptly soon as practicable following the provision date of the Audited Financial Statements contemplated Distribution Shareholder Meeting or such other time as may be agreed upon by Section 5.03Chucktaylor and Victory, to the extent such filings are required by applicable Law, Entergy and ITC shall jointly prepare, and (i) ITC shall Victory will prepare and file with the SEC Commission a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, other appropriate form) (the “ITC Victory Form S-4”) to register the shares of ITC Victory Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (together with any amendments or supplements thereto, the “Victory Proxy Statement”) relating to the ITC Victory Stockholder Approval (which Victory Proxy Statement may be included in the Victory Form S-4), (iii) Chucktaylor will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the “Chucktaylor Proxy Statement”) relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “Distribution Proxy Statement”) relating to the Distribution Shareholder Approval, (iiv) TransCo shall Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the SEC a Commission one or more amendments to the registration statement on Form 10/S-4 or a registration statement 10 filed by Xxxxx with the Commission on Form S-1/S-4June 7, as applicable 2012 (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration StatementsXxxxx Form 10”) relating to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (ivvi) the Parties shall will file such other appropriate documents with the SEC Commission or applicable state securities regulators as may be applicable. (b) necessary or appropriate in connection with the Merger. Each of Entergy Victory and ITC shall Chucktaylor will use their reasonable best efforts to have the TransCo Registration StatementsVictory Form S-4, the ITC Form S-4 and any other registration statements as may be required declared effective under the Exchange Securities Act or Securities Exchange Act, as applicable, as promptly as practicable after such filing. ITC shall Victory will use its best reasonable best efforts to cause the Victory Proxy Statement to be mailed to ITC’s shareholders on a date mutually agreed the Victory Stockholders after the TransCo Registration Statements and the ITC Victory Form S-4 are is declared effective under the Securities Act. Act (c) Entergy shall or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate). Each of Chucktaylor and Victory will also take any action required to be taken under any applicable state securities Laws in connection with the Transactions. Victory will furnish all information concerning Entergy Victory and TransCoMerger Sub, and ITC shall Chucktaylor will furnish all information concerning ITC Chucktaylor and Merger SubXxxxx, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the ITC Form S-4, the TransCo Registration Statements Chucktaylor Filings and the Schedule TOVictory Filings. No filing of, or amendment or supplement toto the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the ITC Xxxxx Form S-4 shall 10 (if such document or supplement includes reference to the Merger) will be made by ITC, no filing of, or amendment or supplement to, the TransCo Registration Statements shall be made by TransCo and no filing of, or amendment or supplement to, the Schedule TO shall be made by Entergy, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. (d) . If at any time prior to the Effective Time any information relating to Entergy or ITC Victory, Merger Sub, Chucktaylor, Xxxxx or any of their respective Affiliates, officers or directors should be discovered by Entergy Victory or ITC Chucktaylor which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the ITC Form S-4Distribution Proxy Statement (if such document includes reference to the Merger), the TransCo Registration Statements Victory Proxy Statement, the Victory Form S-4 or the Schedule TO, Xxxxx Form 10 (if such document includes reference to the Merger) so that any such document 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 which discovers such information shall will promptly notify the other Parties and an appropriate amendment or supplement describing such information shall will be promptly filed with the SEC Commission and, to the extent required by Law, disseminated to the applicable shareholders. (e) stockholders. The Parties shall will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the SEC Commission or its staff and of any request by the SEC Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the ITC Form S-4Distribution Proxy Statement (if such document includes reference to the Merger), the TransCo Registration Statements Victory Proxy Statement, the Victory Form S-4 or the Schedule TO Xxxxx Form 10 (if such document includes reference to the Merger) or for additional information and shall will supply each other with copies of all correspondence between it or any of its Representativesrepresentatives, on the one hand, and the SEC Commission or its staff, on the other hand, with respect thereto and shall give the other Parties a reasonable opportunity to review and comment on any proposed response or compliance with any such request and thereafter shall will respond as promptly as practicable to any such comments or requests.