Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL for inclusion or incorporation by reference in: (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by Cereus or on behalf of WPL its Subsidiaries for inclusion or incorporation by reference in: in (i) the registration statement Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by WPL in connection with the issuance Merger for the purpose of registering the shares of WPL Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in the case of the Proxy Statement, at the time of the Registration mailing of the Proxy Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES stockholders of Parent and Interstate shareholders Cereus to be held in connection with the Merger (Transactions, or, in the "Proxy case of the Registration Statement") will, as amended or supplemented, at the date(s) mailed to shareholders time it becomes effective and at the times time of such meetings of the meetings stockholders of shareholders to be held in connection with the MergerParent and Cereus, 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 thereinstatements, in the light of the circumstances under which they are made, not misleading. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Holdco, PAC, CAC, or Parent for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statementJoint Proxy Statement/Prospectus will, in definitive format the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent and, relating to as the same may be amended or supplemented, at the times of the meetings of WPL, IES and Interstate shareholders such stockholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the MergerMergers, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL PSNC for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL SCANA in connection with the issuance of shares of WPL SCANA Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES SCANA Meeting (as defined in Section 7.4(a)) and Interstate shareholders the PSNC Meeting (as defined in Section 7.4(b)) to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Mergersuch meetings, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will shall comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the ------------------------------------------ information supplied or to be supplied by Parent or on behalf of WPL Sub for inclusion or incorporation by reference in: in the Registration Statement or the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Stockholder Meeting (as hereinafter defined) --------------- will (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (case of the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Acteffective, 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 therein not misleading; and misleading or (ii) in the joint proxy statement, in definitive form, relating to case of the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders time of the mailing of the Proxy Statement, the time of the Stockholder Meeting and at the times of the meetings of shareholders to be held in connection with the MergerEffective Time, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . If, at any time prior to the Effective Time, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Registration Statement and the Proxy Statement will comply (excluding any matters relating to the Company, as to which Parent and Sub make no representations) as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL KCPL for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by WPL Western Resources in connection with the issuance of shares of WPL Western Resources Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES KCPL and Interstate Western Resources shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Network for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 or any post-effective amendment to a registration statement on Form S-4 to be filed with the SEC by WPL IXC in connection with the issuance of shares of WPL the IXC Common Stock in connection with the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings meeting of WPL, IES and Interstate shareholders the Shareholders to be held in connection with the Merger and the transactions related thereto (the "Proxy Statement") will, at the date(s) dates mailed to shareholders the Shareholders and at the times time of the meetings meeting of shareholders the Shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL DRI for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL DRI in connection with the issuance of shares of WPL DRI Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and , and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES the shareholders of CNG and Interstate shareholders DRI to be held in connection with the Merger and the prospectus relating to DRI Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus") will, will at the date(s) date such Joint Proxy Statement/Prospectus is mailed to such shareholders and and, as the same may be amended or supplemented, at the times of the meetings of shareholders to be held in connection with the Mergersuch meetings, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL the Company for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Parent Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger form (the "Proxy Statement"), relating to the Company Special Meeting (as defined below) willshall, at the date(s) dates mailed to shareholders and at the times time of the meetings of shareholders to be held in connection with the MergerCompany Special Meeting, 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 therein, in light of the circumstances under which they are made, not misleading. (b) ; provided that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. The Registration Statement and the Proxy Statement will Statement, insofar as they relate to the Company or any of its subsidiaries, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL COMPANY for inclusion or incorporation by reference in: (i) the registration statement on Form S-4 to be filed with the SEC by WPL BUYER in connection with the issuance of shares of WPL Common Stock BUYER Shares in the Merger (the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading assuming that the information contained therein is consistent with information provided by the COMPANY; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES Special BUYER Meeting and Interstate shareholders to be held in connection with the Merger Special COMPANY Meeting (the "Proxy StatementJOINT PROXY STATEMENT") will, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) The Registration Statement and misleading assuming that the Proxy Statement will comply as to form in all material respects information contained therein is consistent with information provided by the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.COMPANY;

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL BUG for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL the Company in connection with the issuance of shares of WPL Company Common Stock in the Merger Binding Share Exchanges (the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES BUG and Interstate LILCO shareholders to be held in connection with the Merger Binding Share Exchanges (the "Proxy StatementPROXY STATEMENT") willwill not, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the MergerBinding Share Exchanges, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL CNG for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Joint Proxy Statement") /Prospectus will, at the date(s) date such Joint Proxy Statement/Prospectus is mailed to the shareholders of CNG and DRI and, as the same may be amended or supplemented, at the times of the meetings of such shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL IXC for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") Statement will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . None of the SEC filings of IXC which contain information to be incorporated by reference into the Registration Statements or the Proxy Statement contained, or shall contain, as of the date of each such SEC filing, any untrue statement of a material fact or omitted, or shall omit, as of the date of such SEC filing, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Pacific for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL the Company in connection with the issuance of shares of WPL Company Common Stock in the Merger Mergers (the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, statement in definitive form, form relating to the meetings of WPL, IES Pacific and Interstate Enova shareholders to be held in connection with the Merger Mergers (the "Proxy StatementPROXY STATEMENT") will, at the date(s) date mailed to shareholders of Pacific and Enova and at the times of the meetings of shareholders to be held in connection with the MergerMergers, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Pacific for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL the Company in connection with the issuance of shares of WPL Company Common Stock in the Merger Mergers (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, statement in definitive form, form relating to the meetings of WPL, IES Pacific and Interstate Enova shareholders to be held in connection with the Merger Mergers (the "Proxy Statement") will, at the date(s) date mailed to shareholders of Pacific and Enova and at the times of the meetings of shareholders to be held in connection with the MergerMergers, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None On the effective date of the information supplied or to be supplied by or on behalf of WPL for inclusion or incorporation by reference in: (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is and, when first filed in accordance with Rule 424(b) and/or pursuant to Section 14A of the Exchange Act, the Proxy Statement and the Registration Statement (or any amendment or supplement thereto), shall comply in all material respects with the SEC and at the time it becomes effective under applicable requirements of the Securities Act and the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make . On the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders and at the times effective date of the meetings of shareholders to be held in connection with Registration Statement, the Merger, Registration Statement will not 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 therein not misleading. On the date of any filing pursuant to Rule 424(b) and/or Section 14A of the Exchange Act, the date the Proxy Statement is first mailed to the Acquiror Stockholders, and at the time of the Acquiror Stockholders’ Meeting, the Proxy Statement and the Registration Statement (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. (b) The ; provided, however, that Acquiror makes no representations or warranties as to the information contained in or omitted from the Registration Statement and or the Proxy Statement will comply as in reliance upon and in conformity with information furnished in writing to form in all material respects with the provisions Acquiror by or on behalf of the Securities Act and Company or its Subsidiaries specifically for inclusion in the Exchange Act, respectively, and Registration Statement or the applicable rules and regulations thereunderProxy Statement.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Sierra Pacific for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 S-4, or any post-effective amendment to the registration statement on Form S-4, to be filed with the SEC by WPL in connection with the issuance of shares of WPL Sierra Pacific Common Stock in the Merger Mergers (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES Nevada Power and Interstate shareholders Sierra Pacific stockholders to be held in connection with the Merger Mergers (the "Proxy Statement") willwill not, at the date(s) dates mailed to shareholders stockholders and at the times of the meetings of shareholders stockholders to be held in connection with the MergerMergers, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement Statement, insofar as they relate to Sierra Pacific or any of its subsidiaries, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by the Company or on behalf of WPL its subsidiaries for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with Registration Statement or (b) the SEC by WPL in connection with the issuance of shares of WPL Common Stock Proxy Statement will, in the Merger (case of the "Registration Statement") willProxy Statement or any amendments thereof or supplements thereto, at the time of the Registration mailing of the Proxy Statement is filed with the SEC and any amendments or supplements thereto, and at the time it becomes effective under of the Securities Act, contain any untrue statement meeting of a material fact or omit to state any material fact required to be stated therein or necessary to make stockholders of the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders Company to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Mergertransactions contemplated by this Agreement, 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 therein, in light of the circumstances under which they are made, not misleading. (b) , or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meeting of the stockholders of the Company, 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 therein not misleading. The Registration Statement and the Proxy Statement Statement/Prospectus, as of its Effective Time, will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent or Acquisition for inclusion therein.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Puget for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Joint Proxy Statement") /Prospectus will, at the date(s) dates mailed to the shareholders of Puget, WeCo and WNG and, as the same may be amended or supplemented, at the times of the meetings of such shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) The Registration Statement , and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied in writing by Parent or on behalf of WPL Sub for inclusion or incorporation by reference in: in the Registration Statement or the proxy statement/prospectus included therein relating to the Stockholder Meeting (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Proxy Statement") will (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (case of the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Acteffective, 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 therein not misleading; and misleading or (ii) in the joint proxy statement, in definitive form, relating to case of the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders time of the mailing of the Proxy Statement and at the times time of the meetings of shareholders to be held in connection with the MergerStockholder Meeting, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL WeCo or WNG for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL the Company in connection with the issuance of shares of WPL Company Common Stock and Company Preferred Stock, if applicable, in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, and information statement in definitive form, form relating to the meetings of WPLthe shareholders of Puget, IES WeCo and Interstate shareholders WNG to be held in connection with the Merger and the prospectus relating to the Company Common Stock and Company Preferred Stock, if applicable, to be issued in the Merger (the "Joint Proxy Statement/Prospectus") will, at the date(s) dates mailed to such shareholders and and, as the same may be amended or supplemented, at the times of the meetings of shareholders to be held in connection with the Mergersuch meetings, 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 therein, in light of the circumstances under which they are made, not misleading. (b) The Registration Statement , and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL CNG for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statementJoint Proxy Statement/Prospectus will, in definitive format the date such Joint Proxy Statement/Prospectus is mailed to the shareholders of CNG and DRI and, relating to as the same may be amended or supplemented, at the times of the meetings of WPL, IES and Interstate such shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the MergerMergers, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.. A-17

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL DRI for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL DRI in connection with the issuance of shares of WPL DRI Common Stock in the Merger Mergers (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and , and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES the shareholders of CNG and Interstate shareholders DRI to be held in connection with the Merger Mergers and the prospectus relating to DRI Common Stock to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will, will at the date(s) date such Joint Proxy Statement/Prospectus is mailed to such shareholders and and, as the same may be amended or supplemented, at the times of the meetings of shareholders to be held in connection with the Mergersuch meetings, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Ambassador for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 or S-8 or any post-effective amendment to a registration statement on Form S-4 or S-8 to be filed with the SEC by WPL AIMCO in connection with the issuance of shares of WPL AIMCO Common Stock in the Merger (as amended or supplemented, the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings meeting of WPL, IES and Interstate Ambassador shareholders to be held in connection with the Merger and the transactions related thereto (as amended or supplemented, the "Proxy Statement") will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL NSP for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL NSP in connection with the issuance of shares of WPL NSP Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and , and (iib) the joint proxy statement, statement in definitive form, relating to the meetings of WPL, IES the shareholders of NCE and Interstate shareholders NSP to be held in connection with the Merger and the prospectus relating to NSP Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus") will, at the date(s) date such Joint Proxy Statement/Prospectus is mailed to shareholders and such shareholders, and, as the same may be amended or supplemented, at the times of the meetings of shareholders to be held in connection with the Mergersuch meetings, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the ------------------------------------------ information supplied or to be supplied by or on behalf of WPL KU Energy for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL LG&E Energy Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES LG&E Energy and Interstate KU Energy shareholders to be held in connection with the Merger (the "Proxy Statement") willwill not, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement Statement, insofar as they relate to KU Energy or any KU Energy Subsidiary, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Ambassador for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 or S-8 or any post-effective amendment to a registration statement on Form S-4 or S-8 to be filed with the SEC by WPL AIMCO in connection with the issuance of shares of WPL AIMCO Common Stock in the Merger (as amended or supplemented, the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings meeting of WPL, IES and Interstate Ambassador shareholders to be held in connection with the Merger and the transactions related thereto (as amended or supplemented, the "Proxy StatementPROXY STATEMENT") will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL COMPANY for inclusion or incorporation by reference in: (i) the registration statement on Form S-4 to be filed with the SEC by WPL BUYER in connection with the issuance of shares of WPL Common Stock BUYER Shares in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the joint COMPANY proxy statement, in definitive form, relating to the meetings meeting of WPL, IES and Interstate COMPANY shareholders to be held in connection with the Merger (the "COMPANY Proxy Statement") will, at the date(s) date mailed to shareholders and at the times time of the meetings meeting of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.;

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL Telemate for inclusion or incorporation by reference in: in (i) the registration statement Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by WPL in connection with the issuance Merger for the purpose of registering the shares of WPL Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Telemate's and Parent's meetings of their respective Shareholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in the case of the Proxy Statement, at the time of the Registration mailing of the Proxy Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES shareholders of Parent and Interstate shareholders Telemate to be held in connection with the Merger (Transactions, or, in the "Proxy case of the Registration Statement") will, as amended or supplemented, at the date(s) mailed to shareholders time it becomes effective and at the times time of such meetings of the meetings shareholders of shareholders to be held in connection with the MergerParent and Telemate, 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 thereinstatements, in the light of the circumstances under which they are made, not misleading. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the Prospectus. The information supplied or to be supplied by the Parent or on behalf of WPL any Parent Subsidiary for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") willStatement will not, either at the time the Registration Statement is filed with the SEC and SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statementProxy Statement/Prospectus, in definitive formincluding any amendments and supplements thereto, relating will not, either at the date mailed to the meetings of WPLCompany stockholders, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, or at the date(s) mailed to shareholders and at the times time of the meetings of shareholders to be held in connection with the MergerCompany Meeting, 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 therein, in the light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and Proxy Statement/ Prospectus, as to information supplied by the Proxy Statement Parent or any Parent Subsidiary, will comply as to form in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement will comply in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement. (a) None of the ------------------------------------------ information supplied or to be supplied by or on behalf of WPL the Company for inclusion or incorporation by reference in: in (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Parent Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger form (the "Proxy Statement"), relating to the Company Special Meeting (as defined below) willshall, at the date(s) dates mailed to shareholders and at the times time of the meetings of shareholders to be held in connection with the MergerCompany Special Meeting, 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 therein, in light of the circumstances under which they are made, not misleading. (b) ; provided that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. The Registration Statement and the Proxy Statement will Statement, insofar as they relate to the Company or any of its subsidiaries, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the ------------------------------------------ information supplied or to be supplied in writing by Parent or on behalf of WPL Sub for inclusion or incorporation by reference in: in the Registration Statement or the proxy statement/prospectus included therein relating to the Stockholder Meeting (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Proxy Statement") will (i) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (case of the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Acteffective, 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 therein not misleading; and misleading or (ii) in the joint proxy statement, in definitive form, relating to case of the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date(s) mailed to shareholders time of the mailing of the Proxy Statement and at the times time of the meetings of shareholders to be held in connection with the MergerStockholder Meeting, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by Parent or on behalf of WPL its subsidiaries for inclusion or incorporation by reference in: in (ia) the registration statement Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by WPL Parent in connection with the issuance Merger for the purpose of registering the shares of WPL Parent Common Stock to be issued in the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the Registration mailing of the Proxy Statement is filed with the SEC and any amendments or supplements thereto, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders stockholders of the Company to be held in connection with the Merger (transactions contemplated by this Agreement, or, in the "Proxy case of the Registration Statement") will, as amended or supplemented, at the date(s) mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Mergertime it becomes effective, 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 therein, in the light of the circumstances under which they are made, not misleading. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL NCE for inclusion or incorporation by reference in:by (ia) the registration statement on Form S-4 to be filed with the SEC by WPL in connection with the issuance of shares of WPL Common Stock in the Merger (the "Registration Statement") will, Statement will at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and, as the same may be amended, at the effective time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and , and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES and Interstate shareholders to be held in connection with the Merger (the "Joint Proxy Statement") /Prospectus will, at the date(s) date such Joint Proxy Statement/Prospectus is mailed to the shareholders of NCE and NSP, and, as the same may be amended or supplemented, at the times of the meetings of such shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are were made, not misleading. (b) . The Registration Statement and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of WPL KCPL for inclusion or incorporation by reference in: in (ia) the registration statement on Form S-4 to be filed with the SEC by WPL the Company in connection with the issuance of shares of WPL Company Common Stock and Company Preferred Stock in the Merger (the "Registration StatementREGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and misleading and (iib) the joint proxy statement, in definitive form, relating to the meetings of WPL, IES KCPL and Interstate UCU shareholders to be held in connection with the Merger (the "Proxy StatementPROXY STATEMENT") will, at the date(s) dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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 therein, in light of the circumstances under which they are made, not misleading. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.