RESPECT THEREOF, LESS (Y) THE FULL AMOUNT OF SUCH INDEMNIFIABLE
LIABILITIES.
(C)
IF INSURANCE FOR ANY INDEMNIFIED LIABILITIES IS OR MAY BE AVAILABLE FROM A
THIRD PARTY INSURANCE CARRIER, THE INDEMNIFIED PARTY SHALL TAKE REASONABLE STEPS
TO PROVIDE APPROPRIATE AND TIMELY NOTICE TO THE THIRD PARTY INSURANCE CARRIER
AND TO PURSUE SUCH INSURANCE RECOVERY INCLUDING, IF REASONABLY REQUESTED BY THE
INDEMNIFYING PARTY AND AT THE INDEMNIFYING PARTY'S EXPENSE, THE COMMENCEMENT OF
COVERAGE LITIGATION.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SUBSECTION
(C) SHALL BE DEEMED TO AFFECT THE TERMINATION OF THE TERMINATED RTEA POLICIES OR
THE THREE CROWNS POLICIES (UPON EXPIRATION OR EARLIER TERMINATION), AND THE
WAIVER BY CLOUD PEAK UNDER SECTION 2.1(A) OR SECTION 2.3, AS APPLICABLE, OF THE
RIGHT TO ASSERT ANY CLAIMS AFTER THE CLOSING DATE UNDER ANY TERMINATED RTEA
POLICY OR AFTER THE EXPIRATION DATE (OR EARLIER TERMINATION DATE) UNDER ANY
THREE CROWNS POLICY.
43
(D)
NOTWITHSTANDING THE FOREGOING, ANY INDEMNIFICATION OBLIGATIONS OF CLOUD
PEAK PURSUANT TO SECTION 6.1(B)(III) SHALL NOT BE SUBJECT TO ANY LIMITATIONS ON
LIABILITY SET FORTH IN THIS ARTICLE VI.
ARTICLE VII
FINANCIAL AND OTHER INFORMATION
7.1.
FINANCIAL INFORMATION.
(A)
CPE AND CPE LLC AGREE THAT, UNLESS OTHERWISE AGREED IN WRITING BY THE
PARTIES, IF MEMBERS OF THE RIO TINTO GROUP OWN (BENEFICIALLY OR OTHERWISE), IN
THE AGGREGATE, ON ANY DATE DURING A FISCAL YEAR MORE THAN TWENTY PERCENT (20%)
OF THE THEN OUTSTANDING COMMON MEMBERSHIP UNITS IN CPE LLC OR, NOTWITHSTANDING
SUCH PERCENTAGE, IF ANY MEMBER OF THE RIO TINTO GROUP IS REQUIRED, IN THE RIO
TINTO PARTIES' SOLE JUDGMENT, DURING ANY FISCAL YEAR, IN ACCORDANCE WITH IFRS
AND/OR GAAP, TO ACCOUNT FOR ITS INVESTMENT IN CPE OR CPE LLC ON A CONSOLIDATED
BASIS OR UNDER THE EQUITY METHOD OF ACCOUNTING, THEN CPE AND CPE LLC SHALL
DELIVER TO THE APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP THE CORPORATE
REPORTING DATA SET FORTH ON SCHEDULE 7.1(A) WITHIN THE TIME PERIODS SPECIFIED
FOR DELIVERY OF SUCH CORPORATE REPORTING DATA SET FORTH THEREIN, AS AMENDED FROM
TIME TO TIME.
THE CORPORATE REPORTING DATA SET FORTH ON SCHEDULE 7.1(A) MAY BE
AMENDED OR MODIFIED BY THE APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP AS
NECESSARY OR ADVISABLE FROM TIME TO TIME AS SET FORTH IN SECTION 7.1(B) BELOW,
INCLUDING AS MAY BE NECESSARY OR APPROPRIATE FOR ANY MEMBER OF THE RIO TINTO
GROUP TO ACCOUNT FOR ITS INVESTMENT IN CPE AND CPE LLC ON A CONSOLIDATED BASIS.
(B)
ALL INFORMATION PROVIDED BY CPE, CPE LLC OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES TO THE APPLICABLE MEMBER(S) OF THE RIO TINTO GROUP PURSUANT TO THIS
ARTICLE VII, INCLUDING THE CORPORATE REPORTING DATA SET FORTH ON SCHEDULE
7.1(A), SHALL, UNLESS OTHERWISE PROVIDED ON SCHEDULE 7.1(A) OR AS OTHERWISE
AGREED IN WRITING BY THE PARTIES, BE PREPARED CONSISTENT IN TERMS OF FORMAT AND
DETAIL AND OTHERWISE WITH THE PROCEDURES AND PRACTICES IN EFFECT PRIOR TO THE
CLOSING DATE WITH RESPECT TO THE PROVISION OF SUCH FINANCIAL AND OTHER
INFORMATION BY RTEA TO RTA OR ITS AFFILIATES (AND WHERE