Common use of Financing Assistance Clause in Contracts

Financing Assistance. The Company shall provide cooperation reasonably necessary in connection with (i) Buyer’s arrangement of financing to consummate the transactions contemplated in this Agreement and (ii) at Buyer’s option, the repayment of all borrowings under the Xxxxxxx Credit Agreement as of the Closing (the “Acquisition Financing”), including (a) to cause the appropriate officers of the Company and the Company Subsidiary to participate in reasonable meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, in each case which are customary for financings similar to the Acquisition Financing, (b) to cause the appropriate officers of the Company and the Company Subsidiary to assist Buyer in the preparation of business projections with respect to the business that are customary for financings similar to the Acquisition Financing, (c) to cause the appropriate officers of the Company and the Company Subsidiary to execute and deliver any underwriting or placement agreements, pledge and security documents, lien release or termination documents in connection with the repayment of all borrowings under the Xxxxxxx Credit Agreement, other definitive financing documents, indemnity agreements, or documents or other requested certificates (including officers’ certificates), in each case which are customary for financings similar to the Acquisition Financing and (d) to use commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with Buyer in its efforts to arrange the Acquisition Financing (provided no fees or expenses of such accountants incurred for the purpose will be included in the Expense Amount), including to provide any customary comfort letter and consent with respect to the financial statements in connection with the Acquisition Financing as reasonably requested by Buyer.

Financing Assistance. The Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably necessary requested by Parent in connection with (i) Buyer’s the arrangement of any financing to consummate be consummated in connection with the Merger and the other transactions contemplated in by this Agreement and (ii) at Buyer’s option, provided that such requested cooperation does not unreasonably interfere with the repayment of all borrowings under the Xxxxxxx Credit Agreement as of the Closing (the “Acquisition Financing”), including (a) to cause the appropriate officers ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company Subsidiary shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable providing information (financial or otherwise) relating to participate in reasonable meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, in each case which are customary for financings similar Company to the Acquisition Financing, Persons providing the financing (b) including information to cause the appropriate officers of the Company and the Company Subsidiary to assist Buyer be used in the preparation of business an information package regarding the business, operations, financial projections with respect to the business that are customary for financings similar to the Acquisition Financing, (c) to cause the appropriate officers and prospects of the Company Parent and the Company Subsidiary customary or reasonably necessary for the completion of such financing) to execute and deliver any underwriting the extent reasonably requested by Parent to assist in preparation of customary offering or placement agreementsinformation documents to be used for the completion of the financing, pledge and security documents, lien release or termination documents in connection (ii) cooperate with the repayment marketing efforts of all borrowings under Parent and its financing sources, including participating in reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Xxxxxxx Credit AgreementCompany, other definitive financing documents(iii) reasonably assist in preparing customary offering memoranda, indemnity agreementsrating agency presentations, or documents or other requested certificates lender presentations, financial statements (including officers’ certificates)pro forma financial statements, in each case all of which are customary for financings similar to the Acquisition Financing and (d) to use commercially reasonable efforts to cause unaudited financial statements shall have been reviewed by the Company’s independent accountants to reasonably cooperate with Buyer as provided in its efforts to arrange the Acquisition Financing (provided no fees or expenses of such accountants incurred for the purpose will be included in the Expense AmountStatement on Accounting Standards No. 100), private placement memoranda, prospectuses and other similar documents, including to provide any customary comfort letter delivery of (A) audited consolidated balance sheets and consent with respect related audited statements of operations, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 90 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications) and (B) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 60 days prior to the Closing Date, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, (v) obtain any necessary consents from auditors in connection with any filings with the SEC; provided that until the Closing occurs, the Company shall (A) have no liability or any obligation under any agreement or document related to the financing or (B) not be required to incur any other liability in connection with the Acquisition financing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Parent, (vi) obtain customary legal opinions, financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required to be made by Parent pursuant to the 1933 Act or the 1934 Act (including the Registration Statement), (vii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing as reasonably requested Sources authorizing the distribution of information to prospective lenders or investors and (viii) 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. Parent shall, promptly upon request by Buyerthe Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.06 (without duplication of any reimbursement pursuant to the preceding sentence). Parent and Merger Subsidiary shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.

Financing Assistance. The Company shall provide cooperation reasonably necessary in connection with (i) Buyer’s arrangement of financing Prior to consummate the transactions contemplated in this Agreement and (ii) at Buyer’s optionapplicable Closing, the repayment of all borrowings under Sellers and the Xxxxxxx Credit Agreement as Acquired Companies shall, and shall cause the Subsidiaries of the Closing (the “Acquisition Financing”), including (a) Acquired Companies to cause the appropriate officers of the Company and the Company Subsidiary to participate in reasonable meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, in each case which are customary for financings similar to the Acquisition Financing, (b) to cause the appropriate officers of the Company and the Company Subsidiary to assist Buyer in the preparation of business projections with respect to the business that are customary for financings similar to the Acquisition Financing, (c) to cause the appropriate officers of the Company and the Company Subsidiary to execute and deliver any underwriting or placement agreements, pledge and security documents, lien release or termination documents in connection with the repayment of all borrowings under the Xxxxxxx Credit Agreement, other definitive financing documents, indemnity agreements, or documents or other requested certificates (including officers’ certificates), in each case which are customary for financings similar to the Acquisition Financing and (d) to shall use commercially reasonable efforts to cause the Company’s independent accountants to reasonably their respective Representatives to, cooperate with Buyer in its efforts to arrange the Acquisition Financing (provided no fees or expenses of such accountants incurred for the purpose will be included in the Expense Amount), including to provide connection with any customary comfort letter and consent with respect financing transaction relating to the financial statements consummation of the Transactions, in connection with the Acquisition Financing each case, as reasonably requested by BuyerXxxxx (provided, that, with respect to each Acquired Company, such requested cooperation does not unreasonably interfere with the ongoing operations of such Acquired Company and its Subsidiaries), including (i) participating in a customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with Buyer and its Representatives, including direct contact between senior management and Representatives of the Acquired Companies and their respective Subsidiaries and current and potential prospective investors in Buyer (“Potential Investors”), (ii) assisting with the preparation of customary materials for Potential Investor presentations, offering documents, private placement memoranda, proxy statements, bank information memoranda, prospectuses and similar documents required in connection with any such financing transaction, and providing reasonable and customary authorization letters to Buyer authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; (iii) furnishing Buyer and/or Potential Investors as promptly as reasonably practicable with all reasonably requested financial and other information related to the Acquired Companies in connection with any such financing transaction; and (iv) promptly furnishing Buyer with all documentation and other information required or reasonably requested by any Person with respect to any such financing transaction under applicable “know your customer” and Anti-Corruption Laws.

Financing Assistance. The (a) In the period between the date hereof and the Closing Date, upon the request of Purchaser, Seller shall cause the Company shall provide cooperation and its Subsidiaries, and their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents and other representatives, at Purchaser’s sole expense, to cooperate in connection with the arrangement and obtaining of the Debt Financing, including (i) providing to Purchaser and the Debt Financing Sources from time to time information regarding the Company and its industry reasonably requested by them, to the extent such information is reasonably available to the Company and reasonably necessary in connection with (i) Buyer’s arrangement of financing order to consummate the transactions arrangement and the borrowings of loans contemplated in this Agreement and by the Debt Financing, (ii) at Buyer’s option, the repayment participating in a reasonable number of all borrowings under the Xxxxxxx Credit Agreement as of the Closing (the “Acquisition Financing”), including (a) to cause the appropriate officers of the Company and the Company Subsidiary to participate in reasonable meetings, drafting sessions, presentations and due diligence sessions, management presentation sessions, road shows sessions with prospective lenders and sessions with rating agencies, agencies in each case which are customary for financings similar to connection with the Acquisition Debt Financing, (biii) to cause the appropriate officers of the Company and the Company Subsidiary to assist Buyer in assisting with the preparation of materials for rating agency presentations, offering and syndication documents, business projections and similar marketing documents reasonably and customarily required in connection with respect to the business Debt Financing (provided, that are customary Purchaser shall be solely responsible for financings similar to the Acquisition Financingpreparation of any pro forma financial statements contained therein), (civ) to cause the appropriate officers executing and delivering, as of the Company and the Company Subsidiary to execute and deliver Closing, any underwriting or placement agreementsguarantees, pledge and security documents, lien release or termination documents in connection with the repayment of all borrowings under the Xxxxxxx Credit Agreement, other definitive financing documents, indemnity agreementsor other certificates or documents contemplated by the Commitment Letter and hedging agreements as may be reasonably requested by Purchaser and otherwise reasonably facilitating the pledging of collateral. However, notwithstanding anything to the contrary contained in this Agreement (including this Section 5.16), nothing in this Agreement shall require any cooperation to the extent that it would (i) require (A) Seller to waive or amend any terms of this Agreement, (B) the board of directors (or similar managing body) of the Company or any of its Subsidiaries to take any action, or documents (C) the Company or any of its Subsidiaries or representatives, as applicable, to agree to pay any commitment, financing or other requested certificates (including officers’ certificates), in each case which are customary for financings similar fees or reimburse any expenses prior to the Acquisition Financing and (d) Closing or to use commercially reasonable efforts to cause approve the Company’s independent accountants to reasonably cooperate with Buyer in its efforts to arrange the Acquisition Financing (provided no fees execution or expenses delivery of such accountants incurred for the purpose will be included in the Expense Amount), including to provide any customary comfort letter and consent with respect to the financial statements document or certificate in connection with the Acquisition Debt Financing as reasonably requested by Buyer(and no officer of the Company or any of its Subsidiaries who is not an officer of the Company upon the Closing shall be obligated to execute or deliver any document or certificate in connection with the Debt Financing and no counsel for the Company or any of their respective Subsidiaries shall be obligated to deliver any opinion in connection with the Debt Financing), (ii) require the Company or any of its Subsidiaries to obtain or provide audited financial statements for any period, (iii) unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries, (iv) require the Company or its Subsidiaries to take any action that would conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any Laws or would result in a violation or breach of, or default under, any contract or agreement to which the Company or any of its Subsidiaries is a party or (v) result in any officer or director of the Company or any of their respective Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing; and provided, further, that, irrespective of the above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Closing and neither the Company nor any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing (including entry into any agreement that is effective before the Closing) or that would be effective prior to the Closing. Notwithstanding anything in this Section 5.16 to the contrary, neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or commitment in connection with the Debt Financing prior to the Closing.