Cooperation in Financing. In the event that XXXXXXXX POWER enters into a financing transaction contemplated by Section 1.16(a) (2), then COUNTY shall, upon the request of XXXXXXXX POWER, cooperate with XXXXXXXX POWER in order to deliver such customary additional documentation as the financing parties may reasonably request in order to effectuate such financing transaction. Such additional documentation may include the following (without limitation):
Cooperation in Financing. (a) Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, reasonably cooperate, and request TRW's auditors, Ernst & Young LLP, to reasonably cooperate, on a timely basis with Parent and Parent's auditors in their preparation of any financial statements that are required by Parent in connection with the financing of the purchase of the Company and its Subsidiaries. The cooperation required of Northrop Grumman and TRW (on behalf of itself and the TRW Participants) shall include providing reasonable and customary management and legal representations to Ernst & Young LLP, and the cooperation requested of their auditors shall include providing consent to Parent to to prepare and use their audit reports on the Company and its Subsidiaries and to provide any necessary "comfort letters".
Cooperation in Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Document in a timely manner including by (i) maintaining in effect the Debt Financing Document, (ii) satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Document that are within their respective control, (iii) consummating the Debt Financing, and (iv) fully enforcing the parties’ obligations (and the rights of Parent and Merger Sub) under the Debt Financing Document in the event that all conditions applicable to Parent and Merger Sub contained in the Debt Financing Document have been satisfied. In addition, Parent and Merger Sub shall pay, when due, all commitment fees and other fees arising under the Debt Financing Documents as and when they become due and payable thereunder. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Financing Document, (x) Parent and Merger Sub shall promptly notify the Company and (y) Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing that is available, to consummate the Transactions with terms and conditions that are not less favorable to Parent and Merger Sub (as determined in the reasonable discretion of Parent and Merger Sub) than the terms and conditions set forth in the Debt Financing Document as promptly as practicable following the occurrence of such event (the “Alternative Financing”). Parent shall promptly provide a true, correct and complete copy of the commitment letter in connection with an Alternative Financing ("Alternative Financing Document") (together with a copy of any related fee letter with the fee amounts, pricing caps and other economic terms redacted) to the Company. In the event Alternative Financing is obtained, any reference in this Agreement to “Debt Financing” shall include Alternative Financing and any reference to “Debt Financing Document” shall include Alternative Financing Document. 42
Cooperation in Financing. The Seller shall use commercially reasonable efforts, and shall cause DGG, the Acquired Company and each of its and their respective Representatives to use commercially reasonable efforts, at no material cost or Liability to the Seller, to provide such cooperation as is reasonably requested by the Purchaser in connection with obtaining any financing to be obtained by the Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement (the “Financing”), including (a) participating in a reasonable number of meetings, presentations, due diligence sessions and sessions with rating agencies in connection with the Financing at mutually agreed times; (b) furnishing the Purchaser and any Financing Party with the Financial Statements and such other pertinent financial information (to the extent available) as may be reasonably requested in connection with the marketing, syndication and arrangement of and the satisfaction of the conditions to, the Financing, in each case in accordance with GAAP; (c) cooperating with the due diligence investigation of any Financing Party; and (d) providing all documentation and other information about the Acquired Company as is reasonably requested in writing at least ten (10) days prior to the Closing Date in connection with the Financing and relating to applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; provided that, in each case, (i) none of the Seller, DGG, the Acquired Company or their respective Representatives shall be required to (A) pay (or agree to pay) any commitment or other fee, provide any indemnities or incur any liability or obligation, or enter into any contract, authorization or approval in connection with the Financing, (B) give any indemnities in connection with the Financing, (C) take any action that, in the good-faith determination of the Seller, would unreasonably interfere with the conduct of the business of the Seller, DGG or the Acquired Company, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, (E) take any action that will conflict with or violate any applicable Law or would result in a violation or breach of or default under, any material agreement to which the Seller, DGG or the Acquired Company is a party, (F) provide proforma financial statements or proforma adjustments reflecting the Financing or the transactions contemplated hereu...
Cooperation in Financing. PAP shall use its reasonable efforts to execute, acknowledge and deliver any and all further documents and instruments, and to take any other actions, which may be necessary to satisfy the reasonable requests of any Financing Party or prospective Financing Party in connection with the financing of the Facility.
Cooperation in Financing. Prior to the Closing, the PRO Transferors shall, and shall cause Platinum and Platinum's Subsidiaries to, reasonably cooperate, and request the auditors of Platinum and Platinum's Subsidiaries to reasonably cooperate, with NorthTech and their auditors in connection with the financing of the transactions contemplated by this Agreement. The cooperation requested of the auditors of Platinum and Platinum's Subsidiaries shall include providing consent to NorthTech to prepare and use their audit reports relating to Platinum and Platinum's Subsidiaries and, at the cost of NorthTech, to provide any necessary 'comfort letters'.
Cooperation in Financing. Operator agrees to cooperate with Owner in negotiation and execution of any reasonable amendment or addition to this Agreement required by the Trustee or the Agent, which does not result in a material adverse change in Operator's rights or obligations hereunder. For avoidance of doubt, Operator will, if required by the Trustee or the Agent, enter into consents typical for project financings, or substantially similar to those required of the project parties under the existing financing for the Facility.
Cooperation in Financing. Manager shall use its reasonable efforts to execute, acknowledge and deliver any and all further documents and instruments, and to take any other actions, which may be necessary to satisfy the reasonable requests of any Senior Secured Party or prospective Senior Secured Party in connection with the financing of each Facility, including delivering to the Collateral Agent a customary consent to the assignment by Owners of its rights under this Agreement to the Collateral Agent.
Cooperation in Financing. Host Customer shall cooperate with System Owner in obtaining financing and/or credit terms for the System, and shall consent in writing to the collateral assignment of this Agreement and provide other acknowledgments and certifications in respect of this Agreement as may be reasonably requested by any Lender. Each Party agrees to provide acknowledgements, consents, or certifications reasonably requested by System Owner's Lenders in conjunction with such financing, and agrees and acknowledges that any such Lenders shall have the right to enforce all provisions herein as an intended third-party beneficiary.
Cooperation in Financing. (a) Upon the request of an Owner, Operator shall execute and deliver to a Lender the Lenders’ Consent. The Lenders’ Consent shall provide that Operator:
