Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be...
Assistance with Financing. Xxxxxxx agrees to provide reasonable co-operation and assistance (and cause the Pushpay Group and its Representatives to provide co-operation and assistance) to the Bidder in connection with the arrangement or syndication or provision of any debt or equity financing by any Bidder Group member for the purposes of funding the Consideration as may be reasonably requested by the Bidder, including:
Assistance with Financing. Seller, at Buyer Parties' sole expense, shall use his commercially reasonable efforts to, and to cause York and its Subsidiaries to, cooperate with Buyer Parties and the arrangers, lenders and advisors to any Buyer Party, in each case in connection with the arrangement of any financing, the proceeds of which are to be used to consummate, or otherwise to be consummated contemporaneous with or at or after the Closing in respect of the transactions contemplated by this Agreement, including, without limitation, participation in meetings during normal business hours and with reasonable prior notice (including direct contact between York's senior management and prospective lenders and investors), due diligence sessions during normal business hours and with reasonable prior notice, road shows and rating agency presentations during normal business hours and with reasonable prior notice; the preparation of confidential information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and similar documents, provided that Seller shall not be required to agree to become personally responsible or liable to the distributees thereof for the information set forth therein; participation in the negotiation of any commitment letters, underwriting or placement agreements, indentures, supplemental indentures, loan agreements, escrow and security agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of York and its Subsidiaries with respect to solvency matters. Seller will use his commercially reasonable efforts to cause York's independent auditors, at Buyer Parties' sole expense, to (i) cooperate in connection with any such financing and (ii) cooperate in due diligence and drafting sessions with arrangers and/or placement agents in connection with any such financing. Seller will use his commercially reasonable efforts to assist Buyer Parties, at Buyer Parties' sole expense, in satisfying all of the conditions to the financing contemplated by the Commitment Letters.
Assistance with Financing. (a) During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause its Subsidiaries to and use its reasonable best efforts to cause its and their respective Representatives to, at Parent’s sole expense, use reasonable best efforts to cooperate in connection with the arrangement of Financing as may be reasonably requested by Parent (provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries), including:
Assistance with Financing. (a) The Company agrees to use its commercially reasonable efforts to, and to cause its Subsidiaries to, cooperate with Merger Sub, Merger Sub’s shareholders, and the arrangers, lenders and advisors to Merger Sub, in each case in connection with the arrangement of any financing the proceeds of which are to be used to consummate, or otherwise to be consummated contemporaneous with or at or after the Closing in respect of the transactions contemplated by this Agreement, including without limitation, participation in meetings (including direct contact between the Company’s senior management and prospective lenders and investors), due diligence sessions, road shows and rating agency presentations; the preparation of confidential information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and similar documents; assisting syndication efforts by utilizing the Company’s and its Affiliates’ existing banking and financial relationships; delivery of the Company’s unaudited consolidated financial statements for the three months ended March 31, 2004 and 2005 (which have been subject to a SAS 100 review by the Company’s independent auditors); participation in the preparation of pro forma financial information, projections, financial models and similar financial information; completion of any additional audit work necessary for the Company’s audited financial statements to comply with Regulation S-X promulgated under the Securities Act and applicable rules and regulations promulgated by the Securities and Exchange Commission and otherwise in customary form for an offering of securities registered on Form S-1 under the Securities Act; participation in the negotiation of any commitment letters, underwriting or placement agreements, indentures, supplemental indentures, loan agreements, escrow and security agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Surviving Corporation and its Subsidiaries with respect to solvency matters; and delivery of comfort letters of accountants as may be reasonably requested by Merger Sub. The Company will use its commercially reasonable efforts to cause its independent auditors and former independent auditors to (i) cooperate in connection with any such financing; (ii) deliver customary comfort letters and bring-down comfort letters, in each case, in accord...
Assistance with Financing. In order to assist Parent with finalizing the financing of the transactions contemplated by this Agreement as described in the Commitment Letter (the “Financing”), Target shall provide such assistance and cooperation as Parent may reasonably request including, but not limited to (a) using reasonable best efforts to procure other reasonably requested certificates or documents, including pledge and security documents, customary certificates, customary legal opinions, real estate title documentation, stock certificates and other similar instruments and using reasonable efforts to assist Parent in obtaining the approval of any and all board resolutions that Parent may reasonably request in connection with the provision of any security by Target or any Subsidiary to the banks or lenders in connection with the Financing, (b) participating or making their respective officers and employees available to participate in meetings, drafting sessions, “roadshows,” due diligence sessions and management presentation sessions, (c) providing the banks or other lenders involved in the Financing financial and other information in their possession and reasonably requested with respect to the transactions contemplated by this Agreement, (d) reasonably assisting Parent in the preparation of the definitive documentation related to the Financing, and (e) directing its accountants and other advisors to cooperate with the banks or other lenders involved in the Financing to prepare materials and provide information reasonably requested by such banks or other lenders in connection with the Financing or any refinancing of the indebtedness incurred in connection with the transactions contemplated by this Agreement, including but not limited to, the preparation of financial statements with respect to Target necessary to produce pro forma financial statements and using reasonable best efforts to cause Ernst & Young LLP to deliver a customary “comfort letter” with respect to such financial statements and any offering document related to the Financing.
Assistance with Financing. (a) The Company shall provide, and shall cause its Subsidiaries to provide, reasonable cooperation that is necessary, proper or advisable in connection with Buyer’s arrangement of the Financing as contemplated by the Commitment Letter or any alternative financing in connection with the transactions contemplated by Section 3.7 as may be reasonably requested by Buyer (provided that such requested cooperation does not unreasonably interfere with the ongoing Business of the Company or its Subsidiaries or any of their Affiliates, cause the breach of any agreement to which the Company or its Subsidiaries or any of their Affiliates is a party or involve any binding commitment by the Company or its Subsidiaries or any of their Affiliates), including using reasonable commercial efforts to assist Buyer with:
Assistance with Financing. So long as Merger Sub and the Investor Group are in compliance with their obligations under this Agreement, in order to assist with the financing of the Transactions, at or prior to Closing, the Company shall, and shall cause its subsidiaries to, take such commercially reasonable steps as may be requested by Merger Sub in connection with the following:
Assistance with Financing. In order to assist with the financing of the Transactions, at or prior to Closing, the Company shall, and shall cause its subsidiaries to, take such commercially reasonable steps as are necessary to cause the following to occur:
Assistance with Financing. In order to assist with the financing ------------------------- of the Transactions, at or prior to Closing, the Company shall, and shall cause its Subsidiaries to, cooperate and take all reasonable actions as are necessary to consummate the financing of the Transactions, including, without limitation:
