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.
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. The Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operati...
Cooperation with Financing. Prior to the Closing, Sellers and the Company shall use commercially reasonable efforts to cooperate with Purchaser, in each case at Purchaser’s sole expense, in connection with Purchaser’s arrangement of the Financing or Alternative Financing as may be reasonably requested by Purchaser, including using commercially reasonable efforts to: (a) upon reasonable notice at mutually agreed times and places, cause senior management of the Company to participate in a reasonable number of meetings and presentations with the Debt Financing Parties and ratings agencies, (b) assist with the preparation of customary materials for bank information memoranda and similar customary marketing documents reasonably necessary in connection with the Financing or Alternative Financing, (c) furnish Purchaser reasonably promptly with the historical financial statements identified on Exhibit C, paragraph 6 of the Commitment Letter, (d) solely with respect to financial information and data derived from historical books and records, assist Purchaser with the preparation of pro forma financial information and pro forma financial statements, and in each case, only to the extent required to be delivered pursuant to the Commitment Letter, (e) cause senior management of the Company to assist with the preparation of customary materials for ratings agency presentations, (f) (i) take corporate actions reasonably requested by Purchaser to permit the consummation of the Financing, with such actions subject to the occurrence of, and to be effective no earlier than, the Closing Date, (ii) assist with the preparation of credit agreements, pledge and security documents and other definitive financing documents in connection with the Financing, with such documents subject to the occurrence of, and to be effective no earlier than, the Closing Date and such documents to be consistent with the terms and conditions of the Commitment Letter, and (iii) assist Purchaser reasonably with Purchaser’s preparation of any schedules to definitive financing documentation, in each case required to be delivered for the Financing, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Financing (provided, that the delivery of any possessory collateral shall not be required prior to the Closing Date), as may be reasonably requested by Purchaser, (g) furnish to Purchaser such other financial information regarding the Company that is necessary or customary for financings of the ty...
Cooperation with Financing. The Company shall use its commercially reasonable efforts to provide and cause the Company Subsidiaries and Company Representatives to provide, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with the Merger, as may be reasonably requested by Parent, (a) including, but not limited to, assisting in the preparation for and participating in a reasonable number of meetings, furnishing financial and other information, cooperating in marketing efforts, participating in drafting sessions, assisting in matters related to collateral (including providing information as requested for the evaluation of assets included or that may be included in any borrowing base and reasonably facilitating the pledging of collateral and providing of guarantees), assisting in preparing borrowing base certificates in the form and substance as requested by Parent and for the dates requested by Parent, allowing Parent and its and any of its lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to Parent and (b) excluding participating in presentations, road shows and sessions with prospective lenders, investors and ratings agencies; provided, however, that none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the foregoing prior to the Effective Time; provided, further, that Parent shall reimburse the Company for its reasonable out of pocket costs incurred by the Company in connection with this Section 5.14.
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. 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.
Cooperation with Financing. The Company and the Surviving Company shall use their reasonable best efforts to, and shall cause their Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide such cooperation in connection with the arrangement of any equity or debt financing for the Surviving Company or any of its Subsidiaries as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective equity or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such equity or debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12), (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing in connection with the consummation of the Transactions and shall not apply to any debt or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than tho...
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 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.
