INTENDED TO BE MADE,
NOR ARE SUCH FILINGS A CONDITION PRECEDENT TO THE CLOSING.
4.02
HSR AND OTHER FILINGS.
WITHOUT LIMITATION OF THE FOREGOING, EACH
PARTY UNDERTAKES AND AGREES TO (I) FILE (AND EACH PARTY AGREES TO CAUSE ANY
PERSON THAT MAY BE DEEMED TO BE THE ULTIMATE PARENT ENTITY OR OTHERWISE TO
CONTROL SUCH PARTY TO FILE, IF SUCH FILING IS REQUIRED BY APPLICABLE LAW) AS
SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF, A NOTIFICATION AND REPORT FORM
UNDER THE HSR ACT WITH THE FTC AND THE ANTITRUST DIVISION OF THE DOJ (THE FILING
FEES PAYABLE IN CONNECTION THEREWITH TO BE PAID BY PURCHASER); (II) SUBJECT TO
THE ALLOCATION OF RESPONSIBILITY SET FORTH IN SECTION 4.03, FILE AS SOON AS
PRACTICABLE AFTER THE DATE HEREOF ANY FORMS OR REPORTS REQUIRED BY FERC AND ANY
APPLICABLE STATE OR LOCAL GOVERNMENT PUBLIC UTILITY REGULATORY BODIES; (III)
SUBMIT AS SOON AS PRACTICABLE AFTER THE DATE HEREOF A REQUEST FOR EACH OTHER
GOVERNMENTAL APPROVAL TO BE SOUGHT BY THAT PARTY; (IV) FILE AS SOON AS
PRACTICABLE ANY FORM OR REPORT REQUIRED BY ANY OTHER GOVERNMENTAL AUTHORITY
RELATING TO ANTITRUST, COMPETITION, TRADE, TAX, OR ENERGY OR UTILITY REGULATION
MATTERS; AND (V) SUBJECT TO SECTION 4.05, TAKE ANY ACTION AND AGREE TO ANY
UNDERTAKING NECESSARY TO RECEIVE ANY CLEARANCE OR APPROVAL REQUIRED BY ANY
GOVERNMENTAL AUTHORITY OR APPLICABLE LAW, IN EACH CASE, WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY SHALL (AND SHALL CAUSE ANY SUCH
PARENT ENTITY TO) (VI) RESPOND AS PROMPTLY AS PRACTICABLE TO ANY INQUIRIES OR
REQUESTS RECEIVED FROM ANY GOVERNMENTAL AUTHORITY FOR ADDITIONAL INFORMATION OR
DOCUMENTATION; AND (VII) NOT EXTEND ANY WAITING PERIOD UNDER THE HSR ACT OR
ENTER INTO ANY AGREEMENT WITH ANY GOVERNMENTAL AUTHORITY NOT TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT WITH THE PRIOR CONSENT OF THE OTHER
PARTY.
16
4.03
FERC REGULATORY FILING.
(A)
THE PURCHASER SHALL HAVE PRIMARY RESPONSIBILITY FOR THE
PREPARATION AND FILING OF THE REGULATORY FILING(S) TO BE MADE TO FERC REQUESTING
APPROVAL UNDER SECTION 203 (AND SECTION 205, IF NECESSARY) OF THE FEDERAL POWER
ACT (THE "FERC REGULATORY FILING").
UPON THE REQUEST OF THE PURCHASER, THE
SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH THE
PURCHASER TO PREPARE AND FILE THE FERC REGULATORY FILING.
(B)
THE PURCHASER AND THE SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO FILE AS SOON AS PRACTICABLE AFTER THE DATE HEREOF THE FERC REGULATORY
FILING, AND EXECUTE ALL AGREEMENTS AND DOCUMENTS, IN EACH CASE, TO OBTAIN AS
PROMPTLY AS PRACTICABLE APPROVAL UNDER SECTION 203 (AND SECTION 205, IF
NECESSARY) OF THE FEDERAL POWER ACT.
THE PURCHASER AND THE SELLER SHALL ACT
DILIGENTLY, AND SHALL COORDINATE IN COMPLETING AND SUBMITTING THE FERC
REGULATORY FILING.
THE PURCHASER AND THE SELLER SHALL EACH HAVE THE RIGHT TO
REVIEW AND APPROVE (WHICH SUCH APPROVAL SHALL NOT BE UNREASONABLY DELAYED OR
WITHHELD) IN ADVANCE ALL OF THE INFORMATION RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WHICH APPEARS IN THE FERC REGULATORY FILING.
THE
PURCHASER AND THE SELLER AGREE THAT