Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.
No Cooperation Employee agrees he will not act in any manner that might damage the business of the Company. Employee agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.
Cooperation with Financing Prior to the Closing, Sellers shall use reasonable best efforts and shall cause the Companies to use their reasonable best efforts to cooperate with Acquiror, in connection with the arrangement of the Debt Financing or any part thereof as may be reasonably requested by Acquiror (provided that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of any of Sellers or the Companies), including using reasonable best efforts to (i) participate at reasonable times in a reasonable number of meetings with Acquiror’s financing sources (including due diligence sessions and customary “roadshow”, ratings agency and lender presentations), (ii) furnish Acquiror and its financing sources with additional financial and other pertinent information (including pro forma information for historical periods) regarding the Companies as shall exist and be reasonably requested by Acquiror, (iii) reasonably assist Acquiror and its financing sources in the preparation of materials for rating agency presentations, (iv) reasonably cooperate with the marketing efforts of Acquiror and its financing sources for any portion of the Debt Financing (including with respect to Acquiror’s preparation of any bank information memorandum (including public-side versions thereof), offering memorandum, private placement memorandum, prospectuses or similar documents, including delivery of customary representation letters), (v) assist Acquiror in obtaining surveys and title insurance, (vi) reasonably cooperate with and provide reasonable access to prospective lenders, arrangers, and their respective advisors, in each case that are subject to customary confidentiality obligations, in performing their due diligence, (vii) enter into customary purchase agreements with underwriters or arrangers that will be effective at or after the Closing, (viii) provide, no later than five (5) Business Days prior to the anticipated Closing Date, documentation and other information about the Companies as is required by both the Debt Commitment Letter and applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) to the extent reasonably requested at least ten (10) Business Days prior to the anticipated Closing Date and (ix) executing or delivering, as applicable, on the Closing Date and effective at or after the Closing only, any credit agreement, guarantee, pledge and security documents, landlord waivers, control agreements, lock box arrangements, other definitive financing documents or other requested certificates, existing appraisals, existing surveys, or existing title insurance policies, in each case to the extent reasonably requested, in connection with the Debt Financing, including documents relating to the release of Liens or Indebtedness and otherwise facilitating the pledging of any collateral; provided, in each case in clauses (i) through (ix), that (A) none of Sellers or any of their respective Subsidiaries (other than the Companies) shall be required to incur any liability in connection with the Debt Financing and none of the Companies shall be required to incur any liability in connection with the Debt Financing prior to the Closing, (B) neither (i) the boards of directors, boards of managers or similar governing bodies of Sellers, (ii) the directors, officers or managers of their respective Subsidiaries (other than the Companies) nor (iii) the pre-Closing directors, officers or managers of the Companies shall be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, other than with respect to such actions that are both conditioned on the Closing and reasonably necessary to permit the completion of the Debt Financing, (C) none of Sellers nor any of their respective Subsidiaries (other than the Companies) shall be required to execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing and none of the Companies shall be required to execute any definitive financing documents prior to the Closing, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing and (D) nothing in this Section 5.6 shall require cooperation to the extent that it would (i) cause any condition to Closing set forth in Article VIII to not be satisfied or otherwise cause any breach of this Agreement or (ii) require Sellers or any of their respective Subsidiaries to take any action that would reasonably be expected to conflict with or violate such Person’s organizational documents or any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Contract. From and after the commencement of the Marketing Period through and including the Closing Date, Sellers shall use reasonable best efforts to periodically update any Required Information provided to Acquiror if failure to do so would result in the Marketing Period to cease to be deemed to have commenced. Acquiror shall indemnify, defend and hold harmless Sellers and their respective Subsidiaries, and their respective directors, officers, employees and Representatives, from and against any liability or obligation to providers of the Debt Financing in connection with the Debt Financing and any information provided in connection therewith other than historical financial information provided by the Sellers, and the Acquiror Guaranty shall guaranty the obligations of Acquiror pursuant to this Section 5.6, in each case, other than to the extent any of the foregoing arises from the willful misconduct of, or material breach of this Agreement by, (x) any Seller or (y) any of their respective Affiliates or any of their respective directors, officers, employees and Representatives (in each case, only to the extent the party seeking indemnity under this sentence has committed such willful misconduct or material breach). Further, Sellers, on behalf of themselves and their Affiliates, hereby consent to the reasonable and customary use of their and their Affiliates’ trademarks, service marks or logos in connection with the Debt Financing; provided that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Sellers or any of their Affiliates or the reputation or goodwill of Sellers or any of their Affiliates or any of their respective Intellectual Property rights and provided that in each instance the use of their and their Affiliates’ trademarks, service marks or logos is first submitted to and approved in writing by Sellers (which approval shall not be unreasonably withheld, conditioned or delayed) and any Action or Losses related to such use shall be the responsibility of Acquiror. Acquiror shall promptly upon Sellers’ request reimburse Sellers and their respective Subsidiaries for all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) incurred by Sellers or their respective Subsidiaries in connection with such cooperation pursuant to this Section 5.6 and, to the extent Acquiror does not reimburse Sellers or the applicable Subsidiary for any such cost or expense on or prior to the date of the Closing Date Statement, the Companies shall be deemed to have a current asset on the Closing Date Statement in the amount of such unreimbursed costs and expenses. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 8.2(b), as it applies to Sellers’ obligations under this Section 5.6, shall be deemed satisfied unless Sellers have knowingly and willfully materially breached their obligations under this Section 5.6. If Sellers at any point believe that they have delivered the Required Information in accordance with this Section 5.6, they may deliver to Acquiror a written notice to such effect, in which case Sellers shall be deemed to have delivered the Required Information unless Acquiror shall provide to Sellers within two (2) Business Days a written notice describing in reasonable detail what information that constitutes Required Information Sellers have not delivered. In furtherance of the foregoing, Acquiror shall use commercially reasonable efforts to cause the Lenders to identify in writing and in reasonable detail all financial data expected to constitute Required Information (other than the financial statements described herein) on or before October 3, 2012 and shall provide Sellers such information as soon as reasonably practicable after receipt thereof.
Cooperation with Inspector General Grantee understands its duty, pursuant to Section 20.055(5), Fla. Stat., to cooperate with Florida Housing’s Inspector General in any investigation, audit, inspection, review, or hearing. Grantee will comply with this duty and ensure that any contracts issued under this Agreement impose this requirement, in writing, on its subcontractors.
Financing Cooperation 8.11.1. Buyer may determine, in its sole discretion, to obtain debt financing to fund any portion of the Purchase Price (the “Debt Financing”); provided that the Buyer shall, promptly after such Debt Financing is obtained (x) provide Seller and the Company with written notice that such Debt Financing has been obtained and (y) deliver (or cause to be delivered) to Seller and the Company true, correct and complete copies of all arrangements pursuant to which any Financing Parties shall have committed to provide any portion of the Debt Financing; provided that any fee letters may be redacted in a customary manner; provided further that, in no event shall the receipt of such Debt Financing be a condition to Closing and Buyer confirms that it will have at Closing sufficient cash to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder. Prior to the Closing, subject to Section 8.11.2, the Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Company Subsidiaries and its and their respective Representatives to, in each case at Buyer’s sole expense, provide to Buyer such cooperation reasonably requested by Buyer that is reasonably necessary in arranging, obtaining and syndicating the Debt Financing, if any (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Group Companies), including as promptly as reasonably practical, (a) furnishing Buyer with the Required Financial Information and other pertinent information regarding the Group Companies as may be reasonably requested by Buyer for the completion of the Debt Financing, (b) participating in telephonic meetings and otherwise reasonably assisting with the preparation of appropriate and customary materials customary presentations, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies in connection with the Debt Financing to the extent reasonable and customary for financings of such type, (c) reasonably assisting in the preparation of (i) customary bank information memoranda, lender and investor presentations, offering documents, offering or private placement memoranda and other similar marketing documents and due diligence efforts for the Debt Financing and (ii) customary authorization and representation letters, each as required in connection with the Debt Financing, authorizing the distribution of information to prospective lenders and containing a representation that the public side of such documents, if any, do not include any information about any Group Company or any securities of any Group Company that would constitute material non-public information within the meaning of the United States federal and state securities laws if any Group Company were a public reporting company, (d) using reasonable best efforts to cause the Company’s independent registered accounting firm to provide customary assistance, including (i) providing customary comfort letters (including “negative assurance comfort” and “change period comfort”) in Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 connection with any capital markets transaction comprising a part of the Debt Financing, (ii) providing customary consents to the inclusion of their audit report in respect of any financial statements of the Company and the Company Subsidiaries in any offering documents relating to the Debt Financing and (iii) reasonable assistance and cooperation to Buyer with respect to any auditor due diligence, (e) subject to and conditioned on the occurrence of the Closing, the taking of customary corporate actions reasonably necessary to permit the consummation of and funding of the Debt Financing, (f) reasonably assisting in Buyer’s efforts to satisfy the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent satisfaction of such condition requires the cooperation of, or is within the control of, the Group Companies, (g) delivering to Buyer at least three (3) Business Days prior to the Closing all such documentation and information as is reasonably requested in writing by Buyer at least ten (10) Business Days prior to the Closing to the extent required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the requirements of 31 C.F.R. §1010.230, (h) facilitating and assisting in the preparation and delivery of any credit agreements, indentures, notes, underwriting agreements, purchase agreements, security documentation, guarantees, schedules, perfection certificates or other definitive documents relating to the Debt Financing relating to the Group Companies, and their respective businesses to be included in the definitive documents relating to the Debt Financing, and assist with the execution and delivery of the same, in each case, solely to the extent reasonable and customary for financings of such type, (i) cooperating with internal and external counsel of Buyer in connection with providing customary back-up certificates and factual information regarding any legal opinion that such counsel may be required to deliver in connection with the Debt Financing, in each case, solely to the extent reasonable and customary for financings of such type, and (j) obtaining and providing documents to Buyer (including draft payoff letters) relating to the repayment of the Indebtedness and the release of related guarantees and Liens in accordance with the terms of this Agreement. The Company hereby consents, on behalf of itself and the Group Companies, to the use of the logos of the Group Companies in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor is reasonably likely to, harm or disparage the Company’s or any of its Affiliates’ reputation or goodwill.
COOPERATION WITH THIRD PARTIES The Contractor shall be responsible for fully cooperating with any third party, including but not limited to other Contractors or Subcontractors of the Authorized User, as necessary to ensure delivery or performance of Product.
CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.
ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
Cooperation with Economic Studies If ICANN initiates or commissions an economic study on the impact or functioning of new generic top-‐level domains on the Internet, the DNS or related matters, Registry Operator shall reasonably cooperate with such study, including by delivering to ICANN or its designee conducting such study all data related to the operation of the TLD reasonably necessary for the purposes of such study requested by ICANN or its designee, provided, that Registry Operator may withhold (a) any internal analyses or evaluations prepared by Registry Operator with respect to such data and (b) any data to the extent that the delivery of such data would be in violation of applicable law. Any data delivered to ICANN or its designee pursuant to this Section 2.15 that is appropriately marked as confidential (as required by Section 7.15) shall be treated as Confidential Information of Registry Operator in accordance with Section 7.15, provided that, if ICANN aggregates and makes anonymous such data, ICANN or its designee may disclose such data to any third party. Following completion of an economic study for which Registry Operator has provided data, ICANN will destroy all data provided by Registry Operator that has not been aggregated and made anonymous.
Cooperation with Authorities Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this agreement or the transactions contemplated hereby.
