Cooperation relating to Financing Clause Samples
Cooperation relating to Financing. The Company and the Subsidiaries will use their commercially reasonable efforts to cooperate with the Buyer and assist it in satisfying its guaranty and security requirements in connection with acquired entities as set forth in the Buyer’s senior credit facility agreements (including cooperating with the Buyer to obtain title commitments, title policies and surveys relating to any Owned Real Property); provided that such cooperation does not unreasonably interfere with the ongoing business of the Company or its Subsidiaries or any of their Affiliates, require any action or approval prior to the Closing by any board of directors or similar governing body of the Company or any of its Subsidiaries, 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 any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. Buyer shall indemnify and hold harmless each of the Company and its Subsidiaries and the Stockholders for and against any and all Losses suffered or incurred by them from claims made by Governmental Authorities or other third parties in connection with the arrangement of the Financing, except in the case of the Company’s, any of its Subsidiaries’ or any of their respective representatives’ fraud, gross negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, the condition set forth in Section 9.01(b), as it applies to the Company’s obligations under this Section 6.04, shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Company’s or any of its Subsidiaries’ breach of its obligations under this Section 6.04. From and after the date hereof and prior to Closing, the Company shall furnish promptly to the Buyer the monthly and quarterly combined financial statements of the Company and the Subsidiaries (as prepared in accordance with their normal accounting procedures consistent with historical practice) promptly after such financial statements are available.
Cooperation relating to Financing. In connection with the Buyer’s efforts to obtain the financing contemplated by the Commitment Letters (or any alternative financing) and any syndication thereof, DaVita and Gambro covenant and agree, on behalf of themselves and their respective Affiliates, that the Sellers shall, prior to the Closing Date, reasonably cooperate with the Buyer and its Representatives, including, without limitation, by providing any necessary information (financial or other) with respect to the Business or the Sellers as reasonably requested by the Buyer; provided, however, in no event shall the Sellers’ obligations set forth in this Section 6.8 or in Section 6.1 above require any Seller to prepare any report which the applicable Seller does not customarily prepare; and, provided, further, that all such requests shall come solely from the Buyer.