Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Following the execution of this Agreement, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI the Company shall, except to the extent prohibited by the UK Code, and shall use its commercially reasonable best efforts to cause Xxxxxx Parent and each of its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time Parent in connection with the arrangement of the Financing. Without limiting Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the generality operations of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent Company and its Subsidiaries), at the sole expense of Buyer, to: including using reasonable efforts to (i) as promptly as reasonably practicable provide information (other than financial information) relating furnish to the Acquired Business to Parent and Merger Sub and the Financing Sources all Required Information, (including information relating ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the Acquired Business to be used in the preparation of an information package regarding the business extent customary and operations of Buyer and the Acquired Business customary or reasonably necessary reasonable for the completion of the Alternative Financing, (iii) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for and in accordance with applicable Law, facilitate the completion providing of the Financing, guarantees and granting of a security interest (iiand perfection thereof) provide (x) the Required JV Financial Information (to the extent not already in the possession and pledge of Buyer or any of its Affiliates (other than the JV collateral and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in of, and executing and delivery at the foregoing)Closing, (v) make availableany definitive documents for the Alternative Financing, on a customary including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and reasonable basis and upon reasonable notice, appropriate personnelother definitive agreements, documents and information relating or instruments related to the Acquired BusinessAlternative Financing, in each case, if applicable and as may be reasonably requested by BuyerParent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to obtain a certificate of the chief financial officer or as may be requested person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the SEC in connection with Financing Sources, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the completion of the FinancingClosing Date, and (vi) obtain furnish all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any necessary consents from Xxxxxx Parent’s independent public accounting firm of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoingAlternative Financing, (1x) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar feefee prior to the Effective Time, (2y) none of the JVto incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, its Subsidiaries or their respective officers(z) to take, directors or employees shall be required commit to execute or enter into or perform taking, any agreement with respect to the Financing action that is not contingent upon the Closing occurring or that would be effective subject it to actual or potential liability prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its SubsidiariesEffective Time.

Financing Assistance. (a) Following Prior to the execution of this AgreementEffective Time, the Partnership shall, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Codeshall cause its Subsidiaries and their respective Representatives to, use its commercially reasonable best efforts to cause Xxxxxx provide customary cooperation in connection with any financing by Parent and or any of its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired BusinessLP Merger, in each case, as may be reasonably requested by BuyerParent, Merger Sub or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters their Representatives. Notwithstanding anything to the Financing Sources authorizing the distribution contrary herein, Parent and Merger Sub acknowledge and agree that consummation of information relating to the Acquired Business to prospective lenders any such financing by Parent or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the a condition to Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates obligations under this Agreement. Without limiting the generality of the foregoing, the Partnership shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request of Parent, (i) furnish the report of the Partnership’s auditor on the three most recently available audited consolidated financial statements of the Partnership and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause such auditor to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action customary comfort letters to the extent it would result in a violation of material Law arrangers, underwriters, initial purchasers or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parentplacement agents, as applicable, reimburse ABIin connection with any such financing; (ii) furnish any customary additional financial statements, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shallschedules, except business or other financial data relating to the extent prohibited by Partnership and its Subsidiaries as may be reasonably necessary to consummate any such financing, including providing customary assistance for the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent preparation of any pro forma financial information or pro forma financial statements required pursuant to the use Securities Act or as may be customary and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of all logos any such pro forma financial information and/or pro forma financial statements); (iii) provide customary direct contact between (x) senior management and advisors, including auditors, of Xxxxxx Parent the Partnership and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times during regular business hours, and upon reasonable advance notice; (iv) make available, at reasonable times during regular business hours, and upon reasonable advance notice, the employees and advisors of the Partnership and its Subsidiaries to provide customary assistance with Parent’s or its Subsidiaries’ preparation of business projections; (v) obtain the reasonable cooperation and assistance of counsel to the Partnership and its Subsidiaries in connection with the Financingcustomary legal opinions that counsel to Parent and its Subsidiaries may require to deliver with respect to any such financing; (vi) reasonably assist in the preparation of (but not, in each case of the following, entering into or executing) documents, opinions, certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Parent or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Effective Time; (vii) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financing; (viii) permit Parent or its Subsidiaries’ customary use of the Partnership’s and its Subsidiaries’ logos are used solely for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that, Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that, despite the Partnership’s use of commercially reasonable efforts to remove or obtain a manner that waiver of such prohibition, such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (B) such use is not intended to or to, nor reasonably likely to to, harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent Partnership or any of its Subsidiaries), (ix) participate in a reasonable number of meetings and presentations, during regular business hours and upon reasonable advance notice, with arrangers and prospective lenders and investors, as applicable (including the participation in such meetings of the Partnership’s senior management) and, in each case, at times and locations to be mutually agreed, (x) as further set forth in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the repayment of certain existing indebtedness for borrowed money of the Partnership and its Subsidiaries, including delivery of customary payoff and release documentation with respect thereto and (xi) use commercially reasonable efforts to assist in procuring any necessary rating agency ratings or approvals for such financing.

Financing Assistance. (a) Following the execution of this AgreementBuyer shall use, and prior shall cause its Affiliates to the Closinguse, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to keep the Financing Commitment in full force and effect and to arrange the Debt Financing on the terms and conditions described in the Financing Commitment (including any “flex” provisions thereof), including using reasonable best efforts (i) to negotiate and enter into, and keep in effect, the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to Buyer, provided such terms do not contain any conditions to funding on the Offer Closing Date and the Closing Date and would not otherwise reasonably be expected to impair or delay the consummation of the Financing), (ii) to satisfy (or cause its affiliates to satisfy) all conditions applicable to Buyer and its Subsidiaries to obtaining the Debt Financing set forth in the Financing Commitment that are within their control and to otherwise comply with all of their obligations under the Financing Commitments, (iii) to enforce the Financing Commitment (including by taking such action necessary to cause each Financing Source thereunder to specifically perform their obligations in accordance with the terms thereof), (iv) to take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiaries, and (v) to consummate the Debt Financing contemplated by the Commitment Letter at or prior to the extent it would result in a violation Offer Closing and the Closing, as applicable, including using its reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the Offer at the Offer Closing and the Merger at the Closing. Buyer and Merger Sub shall not modify, amend, waive, supplement or otherwise alter the Financing Commitment or the definitive agreements with respect thereto or any of material Law the terms thereof, except that Buyer shall have the right from time to time to amend, replace, supplement or a Governmental Order otherwise modify, or waive any of their rights under, the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing Commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any material Governmental Authority provision of competent jurisdictionthe Financing Commitment or such definitive agreements that amends the Financing Commitment and/or substitution of all or any portion of the Debt Financing shall not (A) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (B) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. With prior notice to the Company, Buyer shall be permitted to reduce the amount of Debt Financing under the Financing Commitment or the definitive agreements with respect thereto in its reasonable discretion; provided, that Buyer shall not reduce the Debt Financing to an amount committed below the Required Amount; and provided further that such reduction shall not (1) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (2) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable or Buyer becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, in each case, applicable on the terms and conditions set forth in the Financing Commitment, and such portion is reasonably required to ABIconsummate the Offer and the Merger and the other transactions contemplated hereby, Xxxxxx Parent or any Buyer shall promptly notify Company of their respective Affiliates. such event, and Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, shall use its reasonable best efforts to cause Xxxxxx Parent obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer to consent consummate the transactions contemplated hereby. Buyer shall deliver to the use Company true and complete copies of all logos of Xxxxxx Parent agreements related to such Alternative Financing (excluding fee letters and its Subsidiaries in connection engagement letters to the extent Buyer is prohibited from providing such letters, or, if not so prohibited, with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiariesnumerical amounts and other economic terms redacted).

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI the Company shall, except to the extent prohibited by the UK Code, use and shall cause its reasonable best efforts to cause Xxxxxx Parent Subsidiaries and its Subsidiaries Representatives to, at reasonably cooperate with Parent or its financing sources in connection with the sole expense satisfaction of Buyerthe conditions set forth in the Debt Financing Commitment, provide such cooperation including: (and to cause Xxxxxx Parent i) causing the Company and its Subsidiaries to use reasonable best efforts to cause their respective officersexecute and deliver customary guarantee, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents pledge and security documents and related solvency and officer certificates or other representatives to provide such cooperation) documents as may be reasonably requested by Buyer from time Parent and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such agreement, certificate, document or instrument shall be effective unless and until the Closing occurs and the foregoing documents shall be held in escrow pending the Closing); (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company and its Subsidiaries, including information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; (iii) permitting the prospective lenders involved in the financing activities to time evaluate and appraise the Company’s and its Subsidiaries’ current assets and liabilities, cash management and accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; (iv) participating in meetings, presentations, due diligence sessions and similar sessions, including with potential lenders as reasonably requested by Parent; (v) establishing bank and other accounts and blocked account agreements in connection with the arrangement of foregoing that are effective after the Financing. Without limiting Effective Time; (vi) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the generality of the foregoing sentence, Debt Financing immediately prior to the Closing, ABI shall, except Effective Time to the extent prohibited direct borrowings or debt incurrences by the UK CodeCompany or any Subsidiary are contemplated by the Debt Financing Commitment (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such agreement, use its reasonable best efforts certificate, document or instrument shall be effective unless and until the Closing occurs and the foregoing documents shall be held in escrow pending the Closing); (vii) requesting customary payoff letters, lien terminations and instruments of discharge to cause Xxxxxx Parent be delivered at Closing; (viii) assisting in obtaining consents, landlord waivers and its Subsidiariesestoppels, at the sole expense of Buyer, to: non-disturbance agreements and legal opinions; and (iix) as promptly as reasonably practicable provide information (other than financial information) relating furnishing to the Acquired Business lenders promptly, and in any event at least ten (10) days prior to the Financing Sources (Closing Date, with all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including information relating to the Acquired Business to be used in the preparation PATRIOT Act. The provisions of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) this Section 6.06 shall not require such cooperation to the extent reasonably requested by Buyer to prepare customary offering it would interfere unreasonably with the business or information documents to be used for the completion operations of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer Company or any of its Affiliates (other than Subsidiaries. Neither the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent Company nor any of their respective Affiliates its Subsidiaries shall be required to pay any commitment fee or other similar fee, (2) none of the JV, its Subsidiaries fee or their respective officers, directors or employees shall be required to execute or enter into or perform incur any agreement liability with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) and Parent shall bear all costs and reimburse the officers and directors of the preceding sentence) Company and (3) nothing shall obligate ABI, Xxxxxx Parent or its Subsidiaries for any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person they may incur in satisfying its obligations under complying with this Section 5.11(a)6.06, including expenses associated with attending meetings, presentations or similar sessions. ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its affiliates shall not use the Company’s or its Subsidiaries logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any Debt Financing without the prior written consent of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its SubsidiariesCompany.

Financing Assistance. (a) Following the execution of this AgreementEach Seller agrees to provide, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to each Seller shall cause Xxxxxx Parent each Company and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (Subsidiary thereof and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliatesaccountants, attorneysconsultants, investment bankers, financial adviserslegal counsel, agents and other representatives to provide such cooperationprovide, all reasonable cooperation and assistance (including with respect to timeliness) as may be reasonably requested by Buyer from time to time in connection with the arrangement Financing (provided that such requested cooperation or assistance does not unreasonably interfere with the ongoing operations of any Seller, the Financing. Without limiting the generality Companies or their respective Subsidiaries or Joint Ventures), including: (a) participation in a reasonable number of the foregoing sentencemeetings, prior to the Closingdrafting sessions and due diligence sessions, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent (b) promptly furnishing Buyer and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including with financial and other pertinent information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV Companies and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, their Subsidiaries as may be reasonably requested by Buyer, including any financial estimates, projections, forecasts or other forward looking information; (c) assisting Buyer and its Financing Sources in the preparation of (i) offering documents (including offering memorandums or prospectuses) and marketing materials for any of such financing, (ii) materials for rating agency presentations and (iii) pro forma financial statements; (d) facilitating the procurement of ratings for such financings from ratings agencies, (e) reasonably cooperating with the marketing efforts of Buyer and its financing sources for any of such Financing; (f) reasonably facilitating the pledging of collateral and reasonably cooperating with field examinations of collateral by Buyer and its financing sources; (g) facilitating the execution and delivery prior to and at Closing of customary definitive documents relating to such financing (including, but not limited to, certificates of the chief financial officer and other officers of the Company Business with respect to financing matters and the definitive financing documents); provided, however, that none of the Seller’s Group shall be required to incur any liability or obligation thereunder or pursuant thereto prior to the Closing Date; (h) using reasonable commercial efforts to obtain accountants’ consents, accountants’ comfort letters, legal opinions, surveys and title insurance as may be reasonably requested by Buyer; and (i) making introductions and assisting in discussions with contacts from the SEC existing lending and investment banking relationships of the Companies and their Subsidiaries, and hosting meetings with prospective lenders in connection with the completion debt financing at the times and locations reasonably requested by Buyer and the Financing Sources. Buyer shall pay, or promptly reimburse Sellers, for all reasonable and documented out-of-pocket expenses and costs of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm third parties incurred in connection with each Seller’s obligations under this Section 6.15, including reasonable out-of-pocket expenses and costs of third parties incurred in connection with furnishing any filings with information set forth above that is not currently in the SEC and Sellers’ possession (vii) provide customary authorization letters including any special audit reports or similar information). Notwithstanding anything in this Agreement to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03contrary, none of ABI, Xxxxxx Parent nor any of their respective Affiliates the Seller’s Group shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute fee or enter into any definitive agreement or perform incur any agreement with respect other liability or obligation, to the extent that such liability or obligation in connection with any Financing that is not contingent upon the Closing occurring or that would be become effective prior to the Closing (other than authorization letters contemplated by clause (vii) Date. None of the preceding sentence) Seller’s Group shall assume any liability or responsibility for the use of any of the foregoing information in connection with the Financing and (3) nothing shall obligate ABI, Xxxxxx Parent not be required to express any view as to the reasonableness of any assumptions made by the Buyer or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI All such information shall be made available only pursuant to confidentiality agreements or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person arrangements that are customary in satisfying its obligations under this Section 5.11(a)the context of the Financing. ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to The Sellers hereby authorize the use of all logos the corporate trademarks or trade names of Xxxxxx Parent and its the Companies or their Subsidiaries in connection with any dissemination by the Financing; provided that such logos are used solely Financing Sources of information and marketing materials in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any connection with the syndication and arranging of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiariesdebt financing.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI the Company shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to and shall cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use its and their commercially reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) cooperation as may be reasonably requested by Buyer from time to time Parent in connection with the arrangement of the FinancingDebt Financing (which term shall include, for purposes of this Section 6.03(a) , any of the permanent financing referred to in the Debt Commitment Letters) ( provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, ABI the Company shall, except and shall cause its Subsidiaries to the extent prohibited by the UK Code, use its and their commercially reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial informationor otherwise) relating to the Acquired Business Company to Parent and to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business business, operations, financial condition, financial projections and operations prospects of Buyer Parent and the Acquired Business Company customary or reasonably necessary for the completion of the Financingsuch financing) to the extent reasonably requested by Buyer to prepare Parent in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV cooperate and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate assist with the due diligence, rating agency processes and marketing efforts of Buyer Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iviii) reasonably assist Buyer Parent in its preparation of preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses prospectuses, filings with the SEC and other similar documents documents, including delivery and consenting to the inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of (including A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably assisting in the preparation of necessary to permit Parent to prepare pro forma financial statements to be included in customary for the foregoing)bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (viv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Acquired BusinessCompany and its Subsidiaries, in each case, as may be reasonably requested by BuyerParent, the Financing Sources, or as may be requested by the SEC in connection with the completion of the Financingfinancing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by the Financing Sources or regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) obtain any necessary consents from Xxxxxx Parentthe Company’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries.SEC,

Financing Assistance. (a) Following MPC, SSA, the execution Transferring Entities and their Representatives shall use Commercially Reasonable Efforts to provide such co-operation to NTI as NTI may reasonably request in connection with the implementation of this Agreementthe financing arrangements by NTI (the “Financing”). Such efforts shall include (i) participating at reasonable times in a reasonable number of meetings with NTI, (ii) furnishing NTI as promptly as practicable with financial and other pertinent information regarding the Businesses as shall reasonably be requested by NTI, (iii) assisting NTI in the preparation of appropriate portions of the documents, (iv) cooperating with NTI’s legal counsel in connection with any legal opinions that such legal counsel may be reasonably required to deliver in connection with the Financing, (v) assisting in obtaining an accountants’ comfort letter, (vi) executing and delivering any necessary pledge agreements and other security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by NTI (including a borrowing base certificate dated as of 10 days prior to the Closing Date) or otherwise reasonably facilitating the pledging of collateral, all to be subject to the occurrence of the Closing, ABI shall(vii) obtaining a certificate of the officer of NT Holdco or any of its Subsidiaries (it being understood that such entities may appoint a representative of NTI to serve as an officer of such entities for purposes of executing such certificates) with respect to solvency matters, customary authorization letters with respect to bank information memoranda and consents of accountants for use of their reports in any materials relating to the Financing, all to be subject to the occurrence of upon the Closing, (viii) permitting the prospective lenders involved in the Financing to evaluate the Businesses, including the related inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisal), (ix) causing the NT Entities to establish bank and other accounts and blocked account agreements in connection with the Financing, (x) prior to the Closing Date, providing documentation and other information about NT Holdco and each of its Subsidiaries as is reasonably requested in writing by NTI in connection with the Financing as it relates to applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act and (xi) causing the NT Entities to take all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available to NT Holdco or one or more of its Subsidiaries, including causing the NT Entities to enter into one or more credit agreements, indentures and/or other instruments on terms satisfactory to NTI in connection with such Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrence by NT Holdco or one or more of its Subsidiaries is contemplated in the Financing; provided, however, that except as expressly provided above, none of MPC, SSA, the Transferring Entities and their Subsidiaries shall be required to take any corporate action unless such action is contingent upon the occurrence of the Closing and effective at or following the Effective Time. MPC and SSA authorize the disclosure of this Formation Agreement and each of the Related Agreements and the use of the “SuperAmerica”, “SuperMom’s” and “Country Fresh Ovens” logos and trademarks in connection with dissemination of information relating to this Formation Agreement and the Related Agreements and the Contemplated Transaction to potential lenders or investors, by any lenders or investors and by any lender’s representatives and advisors, solely to the extent necessary, proper or advisable in connection with such financing arrangements. Notwithstanding the foregoing, NTI acknowledges and agrees that none of MPC, SSA, any of the Transferring Entities or any of their respective Subsidiaries (other than the NT Entities), other Affiliates or Representatives is making any representation or warranty to NTI, or to any of the prospective lenders to the Financing, as to any of the foregoing information or documents, other than such representations and warranties as are expressly set forth in other Sections of this Formation Agreement or in the Related Agreements. From and after the Closing Date, NTI agrees to indemnify, defend and hold harmless the MPC Indemnitees from and against any and all Claims and Losses actually suffered or incurred by any of them to the extent arising out of, resulting from or relating to the assistance provided pursuant to this Section 7.12(a), except to the extent prohibited by the UK Codesuch Claims or Losses arise out of, use its reasonable best efforts result from or relate to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense fraud or any breach of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement any representation or warranty of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used MPC or SSA in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary Formation Agreement or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its SubsidiariesRelated Agreement.

Financing Assistance. (a) Following the execution of this Agreement, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer Xxxxx from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer Xxxxx and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries.

Financing Assistance. (a) Following From the execution date of this AgreementAgreement until the Effective Time, MUSA and its subsidiaries shall, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, shall use its their reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense each of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliatesadvisors, attorneys, investment bankersaccountants and representatives to, financial advisers, agents and other representatives to provide such cooperation) as may be all cooperation reasonably requested by Buyer from time to time Parent in connection with the arrangement of the Financing. Without limiting Financing (or the generality arrangement of the foregoing sentencealternative financing, prior to the Closingif any, ABI shallcontemplated by Section 5.2(b)), except to the extent prohibited by the UK Code, use its including (i) using reasonable best efforts to (A) cause Xxxxxx Parent appropriate officers and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business employees to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon on reasonable advance notice, appropriate personnelto meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (B) assist with the preparation of disclosure documents in connection therewith, (C) cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to MUSA and its subsidiaries and to provide any necessary “comfort letters” and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of MUSA with respect to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and information relating to the Acquired Business, certificates referenced in each case, as may clause (ii) above shall be reasonably requested by Buyer, or as may be requested by the SEC executed and delivered except in connection with the completion Closing (and the effectiveness thereof shall be conditioned upon the occurrence of the FinancingClosing); and provided, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoingfurther, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates that MUSA shall not be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by such assistance which would interfere unreasonably and materially with the business or operations of MUSA and its counselsubsidiaries. Parent shall promptly, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicableMUSA, reimburse ABI, Xxxxxx Parent and their respective Affiliates MUSA for all documented reasonable out-of-pocket third party costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent MUSA or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiariessubsidiaries in connection with such cooperation.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI the Company shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to shall use reasonable best efforts to cause their respective officerseach of its Subsidiaries to, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) cooperation as may be reasonably requested by Buyer from time to time Parent in connection with the arrangement of the Debt Financing. Without limiting , or if applicable, the generality Alternative Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the foregoing sentenceCompany and its Subsidiaries), prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its including using reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating furnish to the Acquired Business to Parent and Merger Sub and the Financing Sources all Required Information, (including information relating ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources' due diligence, to the Acquired Business to be used in the preparation of an information package regarding the business extent customary and operations of Buyer and the Acquired Business customary or reasonably necessary reasonable for the completion of the Debt Financing, (iii) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for and in accordance with applicable Law, facilitate the completion providing of the Financing, guarantees and granting of a security interest (iiand perfection thereof) provide (x) the Required JV Financial Information (to the extent not already in the possession and pledge of Buyer or any of its Affiliates (other than the JV collateral and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in of, and executing and delivery at the foregoing)Closing, (v) make availableany definitive documents for the Debt Financing, on a customary including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and reasonable basis and upon reasonable notice, appropriate personnelother definitive agreements, documents and information relating or instruments related to the Acquired BusinessDebt Financing, in each case, if applicable and as may be reasonably requested by BuyerParent, provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using reasonable best efforts to obtain a certificate of the chief financial officer or as may be requested person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the SEC in connection with Financing Sources or the completion Debt Commitment Letter, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the FinancingClosing Date, and (vi) obtain furnish all documentation and other information required by Governmental Authorities under applicable "know your customer", anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Debt Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any necessary consents from Xxxxxx Parent’s independent public accounting firm of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoingDebt Financing, (1x) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar feefee prior to the Effective Time, (2y) none of the JVto incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, its Subsidiaries or their respective officers(z) to take, directors or employees shall be required commit to execute or enter into or perform taking, any agreement with respect to the Financing action that is not contingent upon the Closing occurring or that would be effective subject it to actual or potential liability prior to the Closing (other than authorization letters contemplated by clause (vii) Effective Time. Parent shall promptly, upon the termination of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicablethis Agreement, reimburse ABI, Xxxxxx Parent and their respective Affiliates the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use Company or any of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to cooperation of the Company and its Subsidiaries contemplated by this Section 6.08 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or reasonably likely to harm losses suffered or disparage Xxxxxx Parent or incurred by any of its Subsidiaries them in connection with the arrangement of the Debt Financing, or if applicable, the reputation Alternative Debt Financing, and any information used in connection therewith (except with respect to any information provided by or goodwill on behalf of Xxxxxx Parent the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI the Company shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to and shall cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use its and their commercially reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) cooperation as may be reasonably requested by Buyer from time to time Parent in connection with the arrangement of the FinancingDebt Financing (which term shall include, for purposes of this Section 6.03Cal, any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, ABI the Company shall, except and shall cause its Subsidiaries to the extent prohibited by the UK Code, use its and their commercially reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial informationor otherwise) relating to the Acquired Business Company to Parent and to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business business, operations, financial condition, financial projections and operations prospects of Buyer Parent and the Acquired Business Company customary or reasonably necessary for the completion of the Financingsuch financing) to the extent reasonably requested by Buyer to prepare Parent in connection with Parent's preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV cooperate and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate assist with the due diligence, rating agency processes and marketing efforts of Buyer Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due di I igence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iviii) reasonably assist Buyer Parent in its preparation of preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, financial statements, private placement memoranda, prospectuses prospectuses, filings with the SEC and other similar documents documents, including delivery and consenting to the inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of(A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each of the three fiscal years most recently ended more than 60 days prior to the Closing Date (including reasonably assisting in the preparation of pro forma and audit reports for such financial statements shall not be subject to be included in the foregoingany "going concern" qualifications), (vB) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each subsequent fiscal quarter ended more than 40 days prior to the Closing Date and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare proforma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Acquired BusinessCompany and its Subsidiaries, in each case, as may be reasonably requested by BuyerParent, the Financing Sources, or as may be requested by the SEC in connection with the completion of the Financingfinancing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by the Financing Sources or regulatory authorities with respect to the Debt Financing under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, that is required under the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least I 0 Business Days prior to the Closing Date, (vi) obtain any necessary consents from Xxxxxx Parent’s the Company's independent public accounting firm in connection with any filings with the SEC and SEC, (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company's independent public accounting firm, (B) cause the Company's independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the Company's independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent accounting firn1, (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and obtain customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Credit Agreement, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the • extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks. service marks and logos arc used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, (1I) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent neither the Company nor any of their respective Affiliates its Subsidiaries shall be required to pay any commitment or other similar feefee or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the JVCompany, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (viiviii) of this Section 6.03(a) and for the preceding sentence) avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions. consents. approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate ABI, Xxxxxx Parent the Company or any of their respective Affiliates its Subsidiaries to provide provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would reasonably be expected. in the reasonable judgment of the Company, to result in a violation of material Applicable Law or a Governmental Order loss of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiariesprivilege.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI shallthe Company shall provide, except and shall cause the Company’s Subsidiaries to the extent prohibited by the UK Codeprovide, and shall use reasonable best efforts to cause its and their officers, directors and employees to provide, and shall use its reasonable best efforts to cause Xxxxxx Parent direct its and its Subsidiaries totheir accountants, legal counsel and other Representatives to provide, at the Buyer’s sole expense of Buyercost and expense, provide such as promptly as reasonably practicable all cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with the arrangement of arranging, obtaining and syndicating the Financing. Without limiting , causing the generality of conditions in the foregoing sentenceCommitment Letters to be satisfied, prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: including (i) furnishing to Buyer and its Financing Sources as promptly as reasonably practicable provide information the Required Information, (other than financial informationii) relating to the Acquired Business to reasonably cooperating with Buyer and the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business Offering Documents (and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiariessupplements thereto)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate reasonably cooperating with the marketing and rating agency efforts of Buyer and the Financing SourcesSources with respect to the Financing, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting cooperating in the preparation of pro forma financial statements to be included any bank information memoranda and materials for ratings agencies and direct contact between appropriate members of senior management and Representatives of the Company and its Subsidiaries and potential lenders and investors in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired BusinessFinancing, in each case, only to the extent customarily needed for financings of the type contemplated by the Commitment Letters, (iv) providing Buyer at least three (3) Business Days before the Closing Date all documentation and other information with respect to the Company and its Subsidiaries as may be shall have been reasonably requested in writing by Buyer, or as may be requested by Buyer at least eight (8) Business Days prior to the SEC Closing Date that is required in connection with the completion Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and that are required by Section 6 of Exhibit D of the Secured Debt Commitment Letter and Section 4 of Exhibit C of the Unsecured Debt Commitment Letter, (v) facilitating the pledging of collateral substantially concurrently with the Closing, including obtaining such documentation and/or taking such steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Buyer in order to release all Liens over the properties and assets of the Company and taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s assets for the purposes of establishing collateral arrangements, (vi) having appropriate members of senior management, with appropriate seniority and expertise of the Company and its subsidiaries, and certain Representatives of the Company and its Subsidiaries participate at reasonable times in a commercially reasonable number of meetings (including customary one-on-one meetings), presentations, road shows, and rating agency sessions, in each case, upon reasonable advance notice, (vii) causing the execution and delivery of such documents as Buyer may reasonably request (including corporate actions) from those directors, members and officers of the Company and its Subsidiaries (including (x) a certificate of the chief financial officer of the Company with respect to solvency matters as of the Closing, on a pro forma basis in the form attached to each Debt Commitment Letter (or substantially similar provisions in any Alternative Financing) (y) signing resolutions or taking similar actions approving the Debt Financing and (z) the Authorization Letters), (viii) facilitating the execution and delivery at the Closing of such definitive documents as Buyer may reasonably request (including guarantee and security documents) related to the Debt Financing on the terms contemplated by the Debt Commitment Letters, (ix) reasonably cooperating with Buyer’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing, (x) using reasonable best efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) reasonably cooperating with Buyer to the extent within the control of the Company and its Subsidiaries, and taking all organizational actions, subject to the occurrence of the Effective Time, reasonably requested by Buyer to permit the consummation of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (viixii) provide customary authorization letters to cooperating with the Financing Sources authorizing the distribution of information relating requests for due diligence to the Acquired Business to prospective lenders or investorsextent customary and reasonable. Notwithstanding the foregoing, (1A) other than as such requested cooperation shall not unreasonably interfere with the business or the ongoing operations of the Company and/or the Company’s Subsidiaries, (B) nothing in this Section 7.11 shall require cooperation to the extent that it would (x) cause any condition to the Closing set forth in Section 7.038.1 to not be satisfied or otherwise cause any breach of this Agreement or (y) reasonably be expected to conflict with or violate the Company’s organizational documents or any Law, none of ABIor result in the contravention of, Xxxxxx Parent or result in a violation or breach or default under, any Material Contract, (C) neither the Company nor any of their respective Affiliates the Company’s Subsidiaries shall be required to pay any commitment or other similar feefee or incur prior to the Closing or incur or assume any other Liability or obligation in connection with the financings contemplated by the Debt Commitment Letters or the Debt Financing prior to the Closing, (2D) prior to the Closing, none of the directors or managers of the Company, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained that would become operative prior to the Closing and (E) none of the JVCompany, its the Company’s Subsidiaries or their respective officersmanaging members, directors directors, managers, officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) and the managing members, directors and managers of the preceding sentence) Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates instruments pursuant to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to which the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdictionDebt Financing is obtained, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except case which are effective prior to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent Closing. The Company hereby consents to the use of all its and the Company’s Subsidiaries’ logos of Xxxxxx Parent and its Subsidiaries in connection with the FinancingFinancing contemplated by the Commitment Letters; provided provided, that such logos are used solely in a manner that is not intended to or to, nor reasonably likely to to, harm or disparage Xxxxxx Parent or any of its Subsidiaries the Company or the reputation or goodwill of Xxxxxx Parent or any of its Company’s Subsidiaries.

Financing Assistance. (a) Following the execution of this Agreement, and prior Prior to the Closing, ABI shallin the event that Buyer determines in its sole discretion to obtain debt financing at the Closing for the purpose of financing the transactions contemplated hereby (the “Debt Financing”), except the Seller shall use commercially reasonable efforts, and shall cause the Company to the extent prohibited by the UK Codeuse commercially reasonable efforts, to cooperate with Buyer (and, where applicable or reasonably requested, shall use its commercially reasonable best efforts to cause Xxxxxx Parent the Company Subsidiaries and its Subsidiaries toand their directors, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) cooperate), in each case, at Buyer’s sole cost and expense, as may be reasonably requested by Buyer from time to time in connection with the arrangement of Debt Financing, including by (i) furnishing the Financing. Without limiting the generality of the foregoing sentenceBuyer with, prior to the Closing, ABI shall, except to the extent prohibited by reasonably available to the UK CodeCompany Group, use its reasonable best efforts to cause Xxxxxx Parent the financial information and its Subsidiaries, at other information regarding the sole expense of Buyer, to: (i) Company Group that is customary and necessary in connection with arranging and obtaining the Debt Financing as promptly as reasonably practicable provide information (other than financial information) relating to following the Acquired Business to request therefor by the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) providing reasonable cooperation in connection with the Required JV Financial Information (to payoff of each item of Indebtedness for Borrowed Money and the extent not already in release of related liens and termination of security interests, including delivering the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)payoff letters contemplated by Section 2.6(d)(I) and (y) the Required Xxxxxx International Business Financial InformationUCC-3 or equivalent financing statements, in each case, at or prior to the contemplated Closing Date and drafts thereof within a reasonable time period prior to the contemplated Closing Date; provided that is Compliant, (iii) cooperate nothing herein shall require such cooperation to the extent it would unreasonably interfere with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, business or as may be requested by the SEC in connection with the completion operations of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investorsCompany Group. Notwithstanding the foregoing, : (1A) other than as set forth in Section 7.03, none no member of ABI, Xxxxxx Parent nor any of their respective Affiliates the Company Group shall be required to pay commit to take any commitment or other similar fee, action that (21) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that Closing, (2) would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and or (3) nothing shall obligate ABI, Xxxxxx Parent would encumber any assets of any member of the Company Group prior to the Closing; and (B) no member of the Company Group or any of their respective Affiliates representatives shall, in connection with the Debt Financing, (1) be required to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, take any action to the extent it that would result in a violation of material applicable Law or a Governmental Order breach of any material Governmental Authority Contract or subject it to actual or potential Liability, (2) be required to bear any cost or expense unless prior reimbursement has been received by such member of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent the Company Group or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parentits representatives, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except (3) be required to pay any commitment fees or other amounts or make any other payment or incur any other Liability or provide or agree to provide any indemnity prior to the extent prohibited by Closing, (4) be required to take any action in the UK Codecapacity as a member of the board of managers or similar body to authorize or approve the Debt Financing, use its reasonable best efforts to cause Xxxxxx Parent to consent (5) have any liability or any obligation under any definitive Debt Financing agreement or any related document or other agreement or document related to the use Debt Financing, other than any such Liability or obligation of all logos a member of Xxxxxx Parent and its Subsidiaries the Company Group following the Closing, (6) be required to incur any other Liability in connection with the Debt Financing; , other than any other Liability incurred by member of the Company Group following the Closing, (7) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the Company Group, is restricted by Contract, applicable Law, order, is subject to attorney-client privilege or could result in the disclosure of any trade secrets of third parties or violate any obligation of a member of the Company Group with respect to confidentiality (provided that such logos are used solely member of the Company Group shall use commercially reasonable efforts to provide such information in a manner that is which would not intended contravene any such Contract or Law or jeopardize such privilege or confidentiality obligation), (8) be required to issue a private placement memorandum, confidential information memorandum or reasonably likely prospectus (and no such private placement memorandum or prospectus shall reflect a member of the Company Group as the issuer), (9) be required to harm issue any offering or disparage Xxxxxx Parent information document or provide or deliver any of its Subsidiaries legal opinion prior to the Closing, or the reputation (10) be required to participate in “road shows” or goodwill of Xxxxxx Parent similar sales or any of its Subsidiariesmarketing events.

Financing Assistance. (a) Following the execution of this AgreementThe Company agrees to provide, and prior to shall cause the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent Subsidiaries and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliatesaccountants, attorneysconsultants, investment bankers, financial adviserslegal counsel, agents and other representatives to provide such cooperationprovide, all reasonable cooperation (including with respect to timeliness) as may be reasonably requested by Buyer from time to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, ABI shall, except to the extent prohibited debt financing contemplated by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, Debt Commitment Letters as may be reasonably requested by BuyerParent, or including (i) participation in meetings, drafting sessions and due diligence sessions; (ii) promptly furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the SEC type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in connection private placements under Rule 144A of the Securities Act to consummate the offering of senior or senior subordinated notes (the "Required Financial Information"); (iii) promptly satisfying the condition set forth in paragraph (f) of Annex I of the Senior Secured Debt Commitment Letter (to the extent the satisfaction of such condition requires actions by or cooperation of the Company); (iv) assisting Parent and Merger Sub and their financing sources in the preparation of (A) an offering document for any of such debt financing and (B) materials for rating agency presentations; (v) reasonably cooperating with the completion marketing efforts of the Financing, Parent and Merger Sub and their financing sources for any of such debt financing; (vi) obtain providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any necessary Subsidiary with respect to solvency matters and consents from Xxxxxx Parent’s independent public accounting firm of accountants for use of their reports in connection with any filings with the SEC and materials relating to such debt financing; (vii) provide customary authorization letters reasonably facilitating the pledging of collateral; and (viii) using commercially reasonable efforts to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investorsobtain accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent. Notwithstanding the foregoing, (1x) other than as set forth in Section 7.03, none such requested cooperation shall not unreasonably interfere with the ongoing operations of ABI, Xxxxxx Parent the Company and its Subsidiaries and (y) neither the Company nor any of their respective Affiliates its Subsidiaries shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries fee or their respective officers, directors or employees shall be required to execute or enter into or perform incur any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries liability in connection with the Financing; provided that financings contemplated by the Debt Commitment Letters prior to the Effective Time (unless such logos are used solely in a manner that fee or liability is not intended subject to the immediately succeeding sentence or reasonably likely to harm such commitment fee or disparage Xxxxxx Parent or any liability is conditional on the occurrence of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its SubsidiariesEffective Time).

Financing Assistance. (a) Following The Company agrees to use its reasonable best efforts to deliver to Parent and the execution of this Agreement, and prior to Debt Financing Sources the Closing, ABI shall, except Required Information upon such information becoming available (it being understood that (A) to the extent prohibited by any Required Information is contained in any Company Reports, such inclusion shall constitute delivery to Parent and Merger Sub hereunder and (B) notwithstanding anything to the UK Codecontrary, in no circumstances shall the Company be required to provide any financial statements hereunder that are not required to be included in any Company Reports, including any Company Reports filed after the date hereof), and in addition, to use reasonable best efforts to provide, and shall use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries toto and cause its and their respective Representatives, at the sole expense of Buyerincluding legal and accounting, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to provide, to Parent and the Debt Financing Sources, at Parent’s sole cost and expense (other than in respect of the Required Information), all customary cooperation reasonably requested in writing by Parent and the Debt Financing Sources to cause their respective officersthe conditions in the Debt Commitment Letter to be satisfied or as otherwise reasonably requested, directorsin each case, employeessolely with respect to information regarding the Company and its Subsidiaries, controlled Affiliatesin connection with the Financing, attorneysincluding using its reasonable best efforts to: (i) upon reasonable prior notice and at times and locations to be mutually agreed, investment bankersparticipate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; provided that the Company and its Representatives shall not be required to participate in more than one road show or similar meeting in respect of marketing bond offerings; (ii) deliver to Parent and the Debt Financing Sources from time to time such financial advisers, agents and other representatives to provide such cooperation) information regarding the Company and its Subsidiaries as may be reasonably requested required by Buyer from time to time Parent in the preparation of materials by Parent for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the arrangement Financing, and reasonably cooperate with updating and correcting any Required Information in order to ensure such Required Information remains Compliant; (iii) assist Parent and the Debt Financing Sources in their preparation of offering documents for any portion of the Debt Financing. Without limiting the generality , including identifying any portion of the foregoing sentenceinformation that constitutes material, non-public information, and including delivering customary representation and authorization letters with respect to and in accordance with the Debt Commitment Letter, including materials for ratings agency presentations; (iv) cooperate with the marketing (including cooperating in obtaining customary ratings) and due diligence efforts of Parent and the Debt Financing Sources in connection with the Debt Financing; (v) to the extent requested at least ten business days prior to the Closing, ABI shall, except furnish Parent or the Debt Financing Sources at least three business days prior to the extent prohibited Closing with all documentation and other information as reasonably requested by the UK CodeDebt Financing Sources that is required in connection with applicable “know your customer”, use “beneficial ownership” and anti-money laundering rules and regulations; (vi) assist in facilitating the granting of a security interest (and perfection thereof) in collateral (provided that no security interest shall be effective prior to Closing); (vii) cause its reasonable best efforts independent accountants to cause Xxxxxx Parent deliver customary comfort letters (including as to customary “negative assurance” and its Subsidiaries, at change period comfort) with respect to any financial statements included in the sole expense of Buyer, to: Required Information and (iviii) as promptly as reasonably practicable provide information (other than financial information) assist in obtaining customary payoff letters relating to the Acquired Business to repayment of any existing third party indebtedness for borrowed money of the Financing Sources Company or its Subsidiaries required by the Debt Commitment Letter (including information relating to as of the Acquired Business date hereof) to be used in repaid on or coincidental with the preparation Closing and, upon repayment of an information package regarding the business and operations such indebtedness, termination of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents any related Encumbrances securing any such obligations to be used for the completion of the Financingrepaid; provided, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Informationhowever, that, in each case, that is Compliant, (iii) cooperate nothing herein shall require such cooperation to the extent it would interfere unreasonably with the marketing efforts business or operations of Buyer and the Financing SourcesCompany or any of its Subsidiaries, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating cause significant competitive harm to the Acquired Business, in each case, as may be reasonably requested by Buyer, Company or as may be requested by the SEC in connection with the completion any of its Subsidiaries or create an unreasonable risk of harm to any property or assets of the FinancingCompany and its Subsidiaries; and provided, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with further, that neither the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent Company nor any of their respective Affiliates its Subsidiaries shall (A) be required to pay or commit to pay any commitment or other similar fee, bear any cost or expense or make any other payment or incur any other liability prior to the Closing Date (2other than with respect to delivering customary authorization letters) none or agree or agree to provide any indemnity in connection with the Financing or any of the JVforegoing matters, its Subsidiaries (B) have any liability or their respective officersobligation under any loan agreement, directors or employees shall indenture and related documents, unless and until the Closing occurs (other than with respect to delivering customary authorization letters), (C) be required to execute take any action that would subject any of the Company’s or enter into its Subsidiaries’ respective directors, managers, officers, employees, accountants, legal counsel or perform other Representatives to any agreement personal liability, (D) be required to take any action that will conflict with respect or violate the Company’s or any Subsidiary’s Constituent Documents as in effect on the date hereof, any material contracts to which the Financing Company or any Subsidiary is a party in effect on the date hereof, or any Laws, (E) take any corporate action (including any approvals of its board of directors or similar body), (F) take any other action that is not contingent upon the Closing occurring or that would be effective prior to the Closing enter into or execute any agreement or document (other than with respect to delivering customary authorization letters contemplated by clause letters), (viiG) waive or amend any term of this Agreement or any other contract to which it is a party or take any action in respect of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action Financing to the extent it that such action would cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise result in a violation breach of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited Agreement by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent Company or (H) provide any information the disclosure of which is prohibited or restricted under any Laws. The Company hereby consents to the use of all logos of Xxxxxx Parent its and its Subsidiaries Subsidiaries’ logos in connection with the Debt Financing; provided provided, however, that such logos are used solely in a manner that is not intended to or nor reasonably likely to harm or disparage Xxxxxx Parent the Company or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent the Company or any of its SubsidiariesSubsidiaries and its or their marks.

Financing Assistance. (a) Following Prior to the execution earlier of (x) Closing and (y) termination of this AgreementAgreement in accordance with Article IX, Seller shall (and shall cause the other members of the Seller Group and its and their respective officers, directors and employees to) provide, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, shall use its commercially reasonable best efforts to cause Xxxxxx Parent its (and its Subsidiaries tothe other members of the Seller Groups’) other Representatives to provide, at the sole cost and expense of Buyer, provide customary assistance with the arrangement of, and satisfaction (on a timely basis) of all relevant conditions precedent to obtaining the Bridge Financing or any debt financing other than the Bridge Financing in connection with the transactions contemplated hereby (any such financing, “Debt Financing”) as is reasonably requested by Buyer (or its Representatives) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller Group), including (i) delivering Financing Information that is Compliant and other information as is reasonably requested by Buyer (and to cause Xxxxxx Parent permitting Buyer and its Subsidiaries Affiliates to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, include such information in offering materials); it being understood that Buyer shall be solely responsible for the preparation of any pro forma financial advisers, agents and other representatives to provide such cooperation) information as may be reasonably requested by Buyer from time necessary to time in connection with the arrangement of the Financing. Without limiting the generality of the foregoing sentence, prior consummate such Debt Financing or as required pursuant to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the FinancingSecurities Act, (ii) provide providing Buyer at least four (x4) the Required JV Financial Information (Business Days prior to the extent not already Closing Date with all documentation required under, “know your customer” and anti-money laundering rules and regulations that is requested in writing by Buyer’s financing sources at least nine (9) Business Days prior to the possession of Closing Date, (iii) using commercially reasonable efforts to assist Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) sources of Debt Financing in their preparation of appropriate and (y) the Required Xxxxxx International Business Financial Informationcustomary offering documents, private placement memoranda, prospectuses, prospectus supplements, registration statements, syndication documents and materials including information memoranda, lender and investor presentations and other marketing documents and appropriate and customary materials for rating agencies, in each case, that is Compliantto the extent reasonably related to the Company, (iii) cooperate with reasonably necessary to assist Buyer to obtain the marketing efforts of Debt Financing and reasonably identified by Buyer and in writing to the Financing SourcesSeller, (iv) reasonably assist Buyer obtaining the consent of, and customary comfort letters from, such accountants with respect to financial information solely as it relates to the Company including in its preparation of customary any offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses materials and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, cooperating with Buyer’s legal counsel in each case, as connection with any legal opinions that may be reasonably requested by required from the Buyer, ’s or as may be requested by the SEC any of its Affiliates’ legal counsel in connection with the completion of such Debt Financing. Information provided by Seller and the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm Company in connection with any filings with the SEC Debt Financing may only be provided to sources or potential sources of financing and (vii) provide customary authorization letters rating agencies that are bound by confidentiality provisions substantially similar to the Financing Sources authorizing Confidentiality Agreement or otherwise reasonably acceptable to Seller (it being understood and agreed that the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as confidentiality provisions set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required the Bridge Commitment Letter on the date hereof (and provisions at least as favorable to pay any commitment or other similar fee, (2Buyer as such provisions) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required are reasonably acceptable to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(aSeller). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent The Company hereby consents to the use of all of the Company logos of Xxxxxx Parent and its Subsidiaries in connection with the any Debt Financing; , provided that (a) such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent the Company, its Affiliates or any of its Subsidiaries business, or the reputation or goodwill thereof and (b) Buyer shall provide Company with a reasonable opportunity to review the portion of Xxxxxx Parent any documents, communications or other materials in connection with which such logo is used, and consider in good faith the reasonable comments of Company prior to the distribution, disclosure or use thereof. The Company acknowledges and agrees that, notwithstanding anything to the contrary in the Confidentiality Agreement, Buyer may provide “Evaluation Material” (as defined in the Confidentiality Agreement) to its Representatives in connection with any Debt Financing. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.3(b), as applied to Seller’s obligations under this Section 6.15, shall be deemed to be satisfied unless (i) Seller has failed to satisfy its obligations in any material respect under this Section 6.15, (ii) Buyer has notified Seller of such failure in writing a reasonably sufficient amount of time prior to Closing to afford Seller with a reasonable opportunity to cure such failure and (iii) such failure is the proximate cause of Buyer’s failure to receive the proceeds of Debt Financing. Buyer acknowledges and agrees that obtaining Debt Financing is not a condition to its obligations under this Agreement. If Debt Financing has not been obtained, Buyer shall continue to be obligated, until such time as the Agreement is terminated in accordance with Article IX and subject to the waiver or fulfillment of the conditions set forth herein, to complete the transactions contemplated by this Agreement, subject to the other terms and conditions of this Agreement. For the avoidance of doubt, the cooperation hereunder (other than with respect to any information provided pursuant to the foregoing clauses (i) and (ii) above which relates to the Seller Group) shall only be in respect of the Company and its Subsidiaries.

Financing Assistance. (a) Following the execution of this Agreement, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, Buyer shall use its reasonable best efforts to cause Xxxxxx Parent obtain the proceeds of the Financing on the terms and its Subsidiaries toconditions described in the Debt Commitment Letter within thirty (30) days after the date hereof or, at if applicable, the sole expense of BuyerExtended Closing Period, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use including, without limitation, using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter, (ii) promptly satisfy (or obtain the waiver of) of all conditions (other than those conditions that by their nature are to cause their respective officersbe satisfied on the Closing Date) to obtaining the Financing set forth therein that are in Buyer’s (or its Affiliates’) control, directors(iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions related to the Financing)(or on terms no less favorable to Buyer, employeesexcept as agreed by Buyer), controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation(iv) as may be reasonably requested by Buyer from time to time in connection with draw down and consummate the arrangement of the Financing. Without limiting the generality of the foregoing sentence, Financing or any alternative financing at or prior to the Closingtime the conditions set forth in Article IX are satisfied (or reasonably capable of being satisfied at Closing based on the facts and circumstances). In the event any portion of the Financing becomes unavailable, ABI shallon the terms and conditions contemplated in the Debt Commitment Letter (or on terms no less favorable to Buyer, except to as agreed by Buyer), Buyer shall promptly notify the extent prohibited by the UK Code, Company and shall use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: arrange to obtain alternative and/or supplemental financing (i) as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used whether in the preparation form of debt, equity or other financing) from alternative sources in an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financingamount sufficient, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate when combined with the marketing efforts funds under other available sources, to consummate the transactions contemplated by this Agreement promptly following the occurrence of Buyer and the Financing Sources, (iv) reasonably assist Buyer such event but in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as may be reasonably requested by Buyer, all cases at or as may be requested by the SEC in connection with the completion of the Financing, (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the then-applicable Extended Closing (other than authorization letters contemplated by clause (vii) Period. Upon obtaining any commitment for any such alternative and/or supplemental financing, such financing shall be deemed to be a part of the preceding sentence) “Financing” and (3) nothing the commitment with respect thereto shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide any legal opinion by its counsel, or to provide, or cause be deemed to be provided, any information or take, or cause to be taken, any action to a part of the extent it would result in a violation “Debt Commitment Letter” for all purposes of material Law or a Governmental Order this Agreement. Buyer shall give the Company prompt notice of any material Governmental Authority breach, intent not to proceed or intent to alter the terms of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or the Debt Commitment Letter by any party of their respective Affiliates. the Debt Commitment Letter of which Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Xxxxxx Parent or any of its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any of its Subsidiariesbecomes aware.