Cooperation with Financing Sample Clauses
The Cooperation with Financing clause requires one party, typically the seller, to assist the other party, usually the buyer, in securing necessary financing for a transaction. This assistance may include providing documents, responding to lender requests, or executing additional agreements needed by the lender to process the loan. The core function of this clause is to facilitate the buyer's ability to obtain financing, thereby helping ensure the transaction can proceed smoothly and reducing the risk of delays or failure due to financing obstacles.
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Cooperation with Financing. (a) Before the Closing Date, the Company shall use its commercially reasonable efforts to provide, and to cause its Subsidiaries to use their commercially reasonable efforts to provide, to Parent and Merger Sub, cooperation as is customary for a senior secured credit agreement (the “Financing”), and as reasonably requested by Parent in connection with assisting them in their arrangement of the Financing, including to, upon ▇▇▇▇▇▇’s written request:
(i) cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonably requested;
(ii) as soon as reasonably available, but in any event before the Closing Date, furnish Parent and Merger Sub with all historical financial statements, financial data, audit reports and other financial information regarding the Company and its Subsidiaries reasonably requested and prepared in the ordinary course of business; and
(iii) execute and deliver as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent and otherwise reasonably facilitate the pledging of collateral as of (but not before) the Closing. Notwithstanding the forgoing: (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing; (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing; and (C) no liability shall be imposed on the Company or any of its Subsidiaries or any of their respective officers or employees involved before the Closing Date; provided that: (1) in no event shall the Company or any of its Subsidiaries be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of the Company and its Subsidiaries; (2) no obligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Financing shall be effective until the Effective Time (excluding in connection with any authorization letters delivered by the Company in connection with the Financing); (3) in no event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee, enter into any definitive agreement or agree to provide any indemnity in connection with the Financing before the Effective Time; (4) nothing in this Section 6.13 shall require any action that would materially conflict with or violate the ...
Cooperation with Financing. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to cooperate with Parent in connection with Parent’s arrangement of the debt financing contemplated by the Financing or Alternative Financing (as defined below) as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and provided that (i) the Company shall not be required to incur any liability in connection with the Financing or Alternative Financing prior to the Closing, (ii) the pre-Closing Board of Directors of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or Alternative Financing is obtained, (iii) the Company shall not be required to execute prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing or Alternative Financing, (iv) the Company shall not be required to take any corporate actions prior to the Closing to permit the consummation of the Financing or the Alternative Financing, and (v) the Company shall not be required to prepare audited financial statements (other than those prepared in the Ordinary Course of Business) or change any fiscal period of any Acquired Company. Parent shall indemnify, defend and hold harmless the pre-Closing directors and officers of the Company from and against any liability or obligation to providers of the Financing or Alternative Financing in connection with the Financing or Alternative Financing and any information provided in connection therewith. Neither the Company nor Seller shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant 40 Agreement and Plan of Merger to this Section 6.8. Parent shall promptly upon the Company’s request reimburse the Company for all out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by the Company in connection with such cooperation.
(b) Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Financing Agree...
Cooperation with Financing. Utility acknowledges that Owner may be financing the System and/or the Site and Utility agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing, including (a) the furnishing of such information, (b) the giving of such certificates, and (c) providing such opinions of counsel and other matters as Owner and its financing parties may reasonably request; provided, that the foregoing undertaking shall not obligate Utility to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Utility, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a financing party may reasonably request).
Cooperation with Financing. (a) Prior to the Closing, Seller shall cause the Company and its Subsidiaries, officers, employees and advisors (including legal and accounting) to provide such cooperation to Buyer as may reasonably be requested by Buyer in connection with obtaining the Financing, including the following: (i) providing as promptly as practicable the Required Financial Information and a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Buyer as of the last day of and for the last twelve month period ended at least 45 days prior to the Closing Date (or 120 days, if such twelve month period is a fiscal year), prepared after giving effect to the transactions contemplated by this Agreement and the Financing as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), (ii) causing the Company’s and its Subsidiaries’ management team, with appropriate seniority and expertise, including senior officer’s and external auditors, at reasonable times and upon reasonable notice, to participate in, including the preparation for, a reasonable number of road shows, meetings, drafting sessions, due diligence sessions and similar presentations to and with prospective lenders, investors and rating agencies, (iii) assisting with the preparation of rating agency presentations, bank information memoranda and other customary marketing and syndication materials required in connection with the Debt Financing, together with customary authorization letters, (iv) using reasonable best efforts (A) to assist in the preparation, negotiation, execution and delivery of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, collateral agreements, documents and instruments relating to guarantees, legal opinions and officer’s certificates (including a customary solvency certificate at Closing of the chief financial officer of the Company in the form required by the Debt Commitment Letter)) and (B) to facilitate the pledging of collateral, (v) obtaining customary debt payoff letters in respect of the Indebtedness listed on Section 1.2(f) of the Seller Disclosure Letter, (vi) ensuring that the syndication efforts in respect of the Debt Financing benefit from the existing lending relationships of the Company, (vii) assisting Buyer in obtaining public corporate and facilities ratings in connection with the Debt Financin...
Cooperation 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:
(a) At Merger Sub's request and, subject to Section 9.03(b), expense, (i) with respect to each real property leased by the Company or its subsidiaries within the United States, the Company shall use its commercially reasonable best efforts to deliver to Merger Sub, if required by the lender of any such financing, a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by the landlord, lessor and/or licensor of such leased property and (ii) with respect to each parcel of real property owned by the Company or its subsidiaries that is located within the United States, the Company shall deliver title insurance and surveys, in each case, in form and substance reasonably acceptable to Merger Sub;
(b) At Merger Sub's request and, subject to Section 9.03(b), expense, the Company shall furnish such financial statements as may be reasonably requested by Merger Sub in connection with the financing of the Transactions; and
(c) At Merger Sub's request and, subject to Section 9.03(b), expense, the Company shall cause its and its subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with Merger Sub and its lenders and authorized representatives in connection with a review of the Company and the financing of the Transactions, including the preparation by Merger Sub and its financing sources of any offering memorandum or other documents related to the financing of the Transactions and making senior management available to meet with any prospective providers of financing (including pursuant to any "road show").
Cooperation with Financing. (a) Parent has delivered to the Company copies of a letter of intent of Bridge Bank, N.A. (the “Bridge Bank”), dated as of October 11, 2011, pursuant to which Bridge Bank, subject to the terms and conditions set forth therein, has summarized for discussion purposes the financing that Bridge Bank is interested in considering (the “Bank Letter”). Subject to the funding of the financing set forth in the Bank Letter in accordance with its terms, the aggregate proceeds of the financing contemplated by the Bank Letter shall be sufficient to enable Parent to consummate the transactions contemplated by this Agreement.
(b) Parent shall use reasonable best efforts to cause the financing contemplated by the Bank Letter, subject to the terms and conditions set forth therein, to be available at Closing; provided, however, that if funds in the amount set forth in the Bank Letter become unavailable to Parent on the terms and conditions set forth therein, Parent shall use its best reasonable efforts to obtain such funds to the extent available on terms and conditions no less favorable in the aggregate to Parent than as set forth in the Bank Letter (the “Alternate Financing”).
(c) The Company shall provide, shall cause the Company Subsidiaries to provide and shall use its reasonable best efforts to cause its and their Representatives to provide, such reasonable cooperation in connection with the arrangement of any debt financing as may be reasonably requested by Parent, including (a) participation in meetings, presentations, drafting sessions, and due diligence sessions, (b) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent to consummate such debt financing, (c) cooperating with the marketing efforts of Parent and its financing sources for any portion of such debt financing, reasonably facilitating the pledging of collateral and execution and delivery of definitive financing documents and customary deliverables and (e) using reasonable best efforts to obtain legal opinions and certificates as reasonably requested by Parent.
Cooperation with Financing. Sprint and Lessor acknowledge that in connection with the financings of its interests in the Sites, from time to time, Lessee may require legal opinions (or updates thereof or reliance letters or similar items with respect thereto) from its counsel, at Lessee's expense, with respect to certain bankruptcy-related matters and in connection therewith Sprint and Lessor will cooperate in taking such actions as may be reasonably required to give such opinions as Lessee may reasonably request and to provide customary undertakings, representations and certificates (including without limitation, as corporate structure charts, certifications that the requirements of the LLC Agreement will be, and have at all times been, complied with), such cooperation and provision at Lessee's expense.
Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of such information or acknowledgement, (b) the giving of such certificates or accommodations, and (c) providing such opinions of counsel and other matters as Provider and its financing parties may reasonably request at Provider’s expense; provided, that the foregoing undertaking shall not obligate Customer to change any rights or benefits, or increase any burdens, liabilities or obligations of Customer, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Provider as a financing party may reasonably request).
Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent.
Cooperation with Financing. The Parties acknowledge that the Facility may be financed by Financing provided by Lenders. If Fulcrum assigns this Agreement to the Lenders as collateral to support the Financing, WCC agrees to enter into an agreement directly with the Lenders under which WCC shall consent to such assignment and shall agree to other customary and reasonable provisions for the benefit of the Lenders (including reasonable provisions under which the Lenders or their designees (a) may assume the rights of Fulcrum under this Agreement, (b) shall be entitled to receive copies of certain notices hereunder relating to defaults and other similar matters that WCC might provide to Fulcrum, (c) shall have reasonable extended cure periods to cure any defaults by Fulcrum hereunder and (d) shall be provided other similar or related benefits or protections as reasonably requested by the Lenders and accepted by WCC to support the Financing). Without limiting the generality of the foregoing, in connection with any collateral assignment by Fulcrum of this Agreement to a Lender as set forth above, WCC further agrees to furnish the Lenders with such other documents as may be reasonably requested by the Lenders.