Common use of Cooperation with Financing Clause in Contracts

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. The Company shall use its commercially reasonable best efforts to provide and cause the Company its Subsidiaries to provide, and Company Representatives shall cause its and their respective officers, directors, employees, consultants, accountants, legal counsel, investment bankers, agents and other representatives to provide, all necessary cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with any Debt Financing, in connection with obtaining consents from the MergerCompany’s lenders or note holders under the Company’s existing financing arrangements or with respect to notices relating to the repayment of any of the Company’s existing financing arrangements to occur at or following the Closing, as may be reasonably requested by Parent, (a) including, but not limited to, assisting in the preparation for and participating participation in a reasonable number of meetings, furnishing financial and other information, cooperating cooperation 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 guaranteesbase), assisting assistance 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)diligence, facilitating the execution creating a bankruptcy remote Subsidiary in a jurisdiction specified by Parent and delivery causing one or more of definitive financing documents and customary deliverables (excludingits Subsidiaries, for the avoidance of doubtas necessary, 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 become borrowers under 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 agenciesDebt Financing; provided, however, that none of the Company or any of the Company its 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; Time and provided, further, that Parent shall reimburse be solely responsible for all out-of-pocket expenses of the Company for its reasonable out of pocket costs incurred by the Company in connection with this Section 5.14the foregoing.

Cooperation with Financing. The To the extent Buyer reasonably requests in connection with the Financing, the Company shall, and shall cause its officers, directors, employees, auditors, attorneys and financial advisors (collectively, “Company Representatives”) to: (i) reasonably cooperate in assisting in the preparation of any bank information memoranda, business projections, customary and reasonably available marketing materials and other information to be used in connection with the syndication of the Financing; (ii) use its their respective 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 available for meetings 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 ; (iii) cooperate with prospective lenders and delivery of definitive financing documents their respective advisors in performing their due diligence; (iv) execute and customary deliverables deliver (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) or help procure credit agreements, necessary hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents, and approvals and other definitive financing documents or other requested certificates or documents, including documents relating to permit the consummation payoff of any such financing existing Indebtedness and to permit the proceeds thereof to be made available to Parent release of related Liens; (v) assist prospective lenders in connection with their evaluation of the Company’s current assets, cash management and accounting systems, and policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (bvi) excluding participating in presentations, road shows and sessions with prospective lenders, investors and ratings agenciestake all required corporate action (subject to the occurrence of the Closing) to authorize the Financing on the Closing Date; provided, however, that none (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of Company, (B) the Company Subsidiaries shall not be required to bear any cost or expense or to pay any commitment or other similar fee or incur make any other payment, other than for reasonable out-of-pocket expenses incidental to cooperation under this Section 6.12 that shall be reimbursed to the Company by Buyer prior to the Closing, and (C) the Company shall have no liability or obligation in connection with the foregoing Financing 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 5.14Closing.

Cooperation with Financing. The Prior to the Closing, so long as the out-of-pocket costs and expenses of the Company and/or the Company Subsidiaries in connection therewith are Special Costs, the Company shall use its commercially reasonable efforts to provide provide, and shall cause the Company Subsidiaries to, and shall use its reasonable efforts to cause the respective officers, employees, representatives and advisors, including legal and accounting, of the Company Representatives to provideand the Company Subsidiaries to, provide all cooperation reasonably necessary in connection with any financing efforts that requested by Parent may undertake in connection with the MergerFinancing, any issuance by Parent of debt securities, equity securities, equity-linked securities or hybrid securities (the "SECURITIES") principally to finance its obligations under this Agreement and the other transactions contemplated by this Agreement, including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, prospectuses and similar documents required in connection with the Financing or the issuance of the Securities, (iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents 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 (iv) seeking to obtain such access to information and management consents from such parties as may be reasonably necessary for their due diligence (including accounting due diligence sessions)required in connection with the Financing, facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubtMerger, any solvency certificates, contemplated reorganizations of the Company and the Company Subsidiaries to occur concurrently with the Merger pursuant to Contracts to which the Company or any Company Subsidiary is a party; PROVIDED that nothing herein shall be the responsibility of Parent) and taking all corporate actions, subject require such cooperation to the occurrence of extent it would interfere unreasonably with 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 business or operations of the Company or any of the Company Subsidiaries shall be required to pay or otherwise result in any commitment or other similar fee or incur any other liability in connection unreasonable interference with the foregoing prior to the Effective Time; provided, further, that Parent shall reimburse the Company for its reasonable out prompt and timely discharge by such employees of pocket costs incurred by the Company in connection with this Section 5.14their normal duties.