Rate Cases. Between the date of this Agreement and the Closing, the Company and its Subsidiaries shall be permitted to continue to diligently pursue the rate cases set forth on Section 6.5(f) of the Company Disclosure Letter (collectively, the “Rate Cases”) consistent with past practice, and to the extent permitted by Law, notify Parent about any material developments, or material communications with the FERC or the applicable State Commission, relating thereto. Except as required by Exhibit B, prior to making any commitments or settlement offers in the Rate Cases, the Company shall (and shall cause its Subsidiaries to) consult with Parent and consider in good faith any suggestions made by Parent in connection therewith. The Company shall not (and shall cause its Subsidiaries not to) settle the Rate Cases without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) to the extent that such settlement would result in an outcome for the Company and its Subsidiaries that would be materially adverse to the Company or any of its Subsidiaries, taking into account the requests made by the Company and its Subsidiaries in the proceeding, the resolution of similar recent proceedings by the Company and its Subsidiaries and the reasonable expectations of Parent as of the date hereof for such outcome.
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Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co), Merger Agreement (Potomac Electric Power Co)
Rate Cases. Between the date of this Agreement and the Closing, the Company and its Subsidiaries subsidiaries shall be permitted to continue to diligently pursue the rate cases set forth on Section 6.5(f) of the Company Disclosure Letter (collectively, the “Rate Cases”) Cases consistent with past practice, practice and shall not file any new rate case or take any actions to modify or amend any existing rate order. To the extent permitted by Lawlaw, the Company shall notify Parent about any material developments, or material communications with the FERC or the applicable State CommissionLPSC, relating theretoto any rate case (including the Rate Cases). Except as required by Exhibit B, prior Prior to making any commitments or settlement offers in any rate case (including the Rate Cases), the Company shall (and shall cause its Subsidiaries subsidiaries to) consult with Parent and consider in good faith any suggestions made by Parent in connection therewith. The , and the Company shall not (and shall cause its Subsidiaries subsidiaries not to) settle make any commitments regarding, or settle, any rate case (including the Rate Cases Cases) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) to the extent that any such commitment or settlement would result in an outcome for the Company and its Subsidiaries subsidiaries that would be materially adverse to the Company or any of its Subsidiariessubsidiaries, taking into account the requests made by the Company and its Subsidiaries subsidiaries in the proceeding, the resolution of similar recent proceedings by the Company and its Subsidiaries subsidiaries and the reasonable expectations of Parent as of the date hereof for such outcome.
Appears in 1 contract
Samples: Merger Agreement (Cleco Corp)