Debt Financing Cooperation. Prior to the Closing, Seller shall, shall cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, use commercially reasonable efforts to provide such customary cooperation as is reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not (a) require Seller, Tribune or any of their respective Subsidiaries to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as of the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applic...
Debt Financing Cooperation. (a) The Company shall use its reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent that is necessary and customary for financings of the type contemplated by the Debt Commitment Letter as in effect on the date hereof, including using reasonable best efforts in connection with the following:
Debt Financing Cooperation. (a) Prior to the Closing, Seller shall, and shall cause its Affiliates (including the Company and the Company Subsidiaries) to, and shall use its reasonable best efforts to cause its and their representatives to, provide to Investor such cooperation reasonably requested by Investor to assist Investor in causing the conditions in the Debt Financing Commitment to be satisfied and such cooperation as is otherwise necessary or reasonably requested by Investor in connection with the Company obtaining the Debt Financing in accordance with its terms, including cooperation that consists of:
Debt Financing Cooperation. (a) Parent and the Sellers shall, and shall cause the Business Entities to, and shall use its reasonable best efforts to have its and their Representatives to provide such cooperation in connection with the arrangement of the Debt Financing, pre-Closing capital raises, or to facilitate Buyer’s post-acquisition planning as is reasonably requested by Buyer; provided, that Parent, the Sellers and the Business Entities shall in no event be required to provide such assistance that shall unreasonably interfere with its business operations. Such assistance shall include the following:
Debt Financing Cooperation. (a) Seller shall, and shall use all reasonable best efforts to cause its Affiliates and Representatives to, provide such cooperation in connection with the arrangement of the Debt 77 Financing as is reasonably requested by Buyer; provided that Seller and its Affiliates shall in no event be required to provide such assistance that shall unreasonably interfere with their respective business operations. Such assistance shall include, without limitation, the following, each of which shall be at Buyer’s request with reasonably practicable prior notice and at Buyer’s sole cost and expense:
Debt Financing Cooperation. Prior to the Closing, the Acquired Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, use commercially reasonable to provide all cooperation reasonably requested by Purchaser in connection with the arrangement of the Debt Financing, which commercially reasonable efforts shall include:
Debt Financing Cooperation. 5.11.1 The Company will use reasonable best efforts to, and to cause their respective officers, employees, advisors, including legal, financial and accounting advisors and other representatives (collectively, the “Company Representatives”) to, provide cooperation in connection with the arrangement of the Debt Financing as is reasonably requested by Parent; provided, that the Company will in no event be required to provide such assistance that will unreasonably interfere with its business operations. Such assistance will include the following, each of which will be at Parent’s written request and sole cost and expense:
Debt Financing Cooperation. (d) Parent and the Sellers shall use their reasonable best efforts, and shall cause the IPG Entities to use their reasonable best efforts, and shall use their reasonable best efforts to cause their Representatives (excluding legal counsel), to provide, in each case at Buyer’s sole cost and expense, such cooperation in connection with the arrangement of the Debt Financing as is reasonably requested by Buyer (to the extent that such cooperation does not unreasonably interfere with the business operations of Parent, the Sellers or the IPG Entities), including:
Debt Financing Cooperation. (a) The Company shall use reasonable best efforts to, and to cause their respective officers, employees and advisors, including legal, financial and accounting advisors (collectively, the “Company Representatives”) to, provide cooperation in connection with the arrangement of the Debt Financing as is reasonably requested by Parent, or the arrangement of the Debt Financing or any capital markets debt financing undertaken in replacement of all or any portion of the Debt Financing (the “Bond Financing”); provided, that the Company shall in no event be required to provide such assistance that shall unreasonably interfere with its business operations. Such assistance shall include the following, each of which shall be at Parent’s written request and sole cost and expense:
Debt Financing Cooperation. (a) Prior to the earlier of (x) the Closing Date and (y) termination of this Agreement pursuant to Section 9.1, General Partner and Partnership shall provide, and shall use their commercially reasonable efforts to cause the Group Companies and their respective Representatives to provide, the Buyer Parties such cooperation as may be reasonably requested by the Buyer Parties with respect to the Debt Financing (or any Alternative Financing). Such cooperation shall include:
