Common use of Purchaser Financing Clause in Contracts

Purchaser Financing. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, provide such cooperation and assistance to Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Purchaser, including the following actions: (i) participating in a reasonable number of meetings with (including to participate in a reasonable number of one-on-one meetings with) the Financing Sources and prospective investors in the Financing (and to cause the members of senior management and Representatives of the Company to participate in such meetings), and due diligence sessions, and cooperating reasonably with the marketing efforts of Purchaser and the Financing Sources, in connection with all or any portion of the Financing; (ii) assisting Purchaser and the Financing Sources in the preparation of offering documents, business projections and pro formas, investor presentations, and other similar materials or similar documents required in connection with any of the Financing; (iii) furnishing to Purchaser and the Financing Sources as promptly as reasonably practical and, in all cases, in a timely manner, (i) audited consolidated balance sheets and the related audited statements of income, shareholder’s equity and cash flows of the Company for the most recently completed fiscal year ended at least ninety (90) calendar days before the Closing Date and (ii) such other financial or pertinent information regarding the Company and its Subsidiaries as may be reasonably available to the Company, and which is (A) reasonably requested by Purchaser, and (B) reasonably necessary in order to consummate the Financing, including in connection with the preparation of customary pro forma financial information (excluding any historical financial statements, which are addressed solely in clause (i) above); (iv) cooperating reasonably with the Financing Sources’ customary due diligence; (v) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser or the Financing Sources and, if requested by Purchaser or the Financing Sources, the taking of corporate actions by the Company and its Subsidiaries with respect to entering into definitive documentation with respect to the Financing; provided, that any such corporate actions shall be contingent upon and effective as of the Closing; and (vi) as promptly as reasonably practical and, in all cases, in a timely manner, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (b) Notwithstanding Section 5.10(a), (1) Purchaser and Merger Sub shall ensure that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Acquired Companies (it being understood and agreed that the Acquired Companies shall not be required to take any action that unreasonably interferes with the ongoing business or operations of the Acquired Companies); (2) the Acquired Companies shall not be required to commit to take any action that (x) is not contingent upon the Closing, (y) would be effective prior to the Closing or (z) would encumber any assets of the Acquired Companies prior to the Closing; (3) neither the Acquired Companies nor any of their respective Representatives shall, in connection with the Financing (A) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential liability, (B) 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 Closing or otherwise be required to bear any cost or expense which is not reimbursable pursuant to Section 5.10(c) below, (C) have any liability or any obligation under any definitive agreement in respect of the Financing or any related document or other agreement or document related to the Financing, other than any such liability or obligation of the Acquired Companies following the Closing, (D) be required to incur any other liability in connection with the Financing, other than any other liability incurred by the Acquired Companies following the Closing, or (E) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the applicable Acquired Company, is restricted by Contract, applicable Law or is subject to attorney-client privilege. The Acquired Companies do not make any representation or warranty as to any of the materials or information provided to Purchaser, Merger Sub or the Financing Sources pursuant to this Section 5.09 or otherwise. (c) Purchaser shall, promptly upon request by the Stockholders’ Representative or the Company, reimburse the Acquired Companies and/or their respective Representatives for all Reimbursable Financing Expenses. Subject to the limitations in the immediately preceding sentence, Purchaser and Merger Sub shall indemnify and hold harmless the Acquired Companies (prior to the Closing), the Securityholders, each of their respective Affiliates and the respective officers, directors, employees, agents, Representatives, successors and permitted assigns of any of the foregoing (collectively, the “Financing Indemnitees”) against any losses or liabilities such Financing Indemnitees actually incur as a result of any Action related to the Financing. This Section 5.09 shall survive the consummation of the Transactions and the Closing and any termination of this Agreement and shall continue until the date on which the applicable statute of limitations expire, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns who are each third party beneficiaries of this Section 5.09 and shall be binding on all successors and assigns of Purchaser and Merger Sub. (d) Each of Purchaser and Merger Sub acknowledges and agrees that, other than the obligations set forth in Section 5.5.10(a), the Acquired Companies do not have any responsibility for any financing that Purchaser or Merger Sub may seek or obtain in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies be in breach of this Agreement (i) if such party uses commercially reasonable efforts in respect of this Section 5.09, (ii) due to the failure to deliver any financial or other information that is not currently readily available to the Acquired Companies on the date hereof or is not otherwise prepared in the ordinary course of business of the Acquired Companies at the time required by Purchaser or Merger Sub, or (iii) due to the failure to obtain any comfort with respect to, or review of, any financial or other information by such party’s accountants.

Purchaser Financing. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, provide such cooperation and assistance to Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Purchaser, including the following actions: (i) participating in a reasonable number of meetings with (including to participate in a reasonable number of one-on-one meetings with) the Financing Sources and prospective investors in the Financing (and to cause the members of senior management and Representatives of the Company to participate in such meetings), and due diligence sessions, and cooperating reasonably with the marketing efforts of Purchaser and the Financing Sources, in connection with all or any portion of the Financing; (ii) assisting Purchaser and the Financing Sources in the preparation of offering documents, business projections and pro formas, investor presentations, and other similar materials or similar documents required in connection with any of the Financing; (iii) furnishing to Purchaser and the Financing Sources as promptly as reasonably practical and, in all cases, in a timely manner, (i) audited consolidated balance sheets and the related audited statements of income, shareholder’s equity and cash flows of the Company for the most recently completed fiscal year ended at least ninety (90) calendar days before the Closing Date and (ii) such other financial or pertinent information regarding the Company and its Subsidiaries as may be reasonably available to the Company, and which is (A) reasonably requested by Purchaser, and (B) reasonably necessary in order to consummate the Financing, including in connection with the preparation of customary pro forma financial information (excluding any historical financial statements, which are addressed solely in clause (i) above); (iv) cooperating reasonably with the Financing Sources’ customary due diligence; (v) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser or the Financing Sources and, if requested by Purchaser or the Financing Sources, the taking of corporate actions by the Company and its Subsidiaries with respect to entering into definitive documentation with respect to the Financing; provided, that any such corporate actions shall be contingent upon and effective as of the Closing; and (vi) as promptly as reasonably practical and, in all cases, in a timely manner, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (b) Notwithstanding Section 5.10(a), (1) Purchaser and Merger Sub shall ensure that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Acquired Companies (it being understood and agreed that the Acquired Companies shall not be required to take any action that unreasonably interferes with the ongoing business or operations of the Acquired Companies); (2) the Acquired Companies shall not be required to commit to take any action that (x) is not contingent upon the Closing, (y) would be effective prior to the Closing or (z) would encumber any assets of the Acquired Companies prior to the Closing; (3) neither the Acquired Companies nor any of their respective Representatives shall, in connection with the Financing (A) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential liability, (B) 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 Closing or otherwise be required to bear any cost or expense which is not reimbursable pursuant to Section 5.10(c) below, (C) have any liability or any obligation under any definitive agreement in respect of the Financing or any related document or other agreement or document related to the Financing, other than any such liability or obligation of the Acquired Companies following the Closing, (D) be required to incur any other liability in connection with the Financing, other than any other liability incurred by the Acquired Companies following the Closing, or (E) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the applicable Acquired Company, is restricted by Contract, applicable Law or is subject to attorney-client privilege. The Acquired Companies do not make any representation or warranty as to any of the materials or information provided to Purchaser, Merger Sub or the Financing Sources pursuant to this Section 5.09 5.09(a) or otherwise. (c) Purchaser shall, promptly upon request by the Stockholders’ Representative or the Company, reimburse the Acquired Companies and/or their respective Representatives for all Reimbursable Financing Expenses. Subject to the limitations in the immediately preceding sentence, Purchaser and Merger Sub shall indemnify and hold harmless the Acquired Companies (prior to the Closing), the Securityholders, each of their respective Affiliates and the respective officers, directors, employees, agents, Representatives, successors and permitted assigns of any of the foregoing (collectively, the “Financing Indemnitees”) against any losses or liabilities such Financing Indemnitees actually incur as a result of any Action related to the Financing. This Section 5.09 5.09(a) shall survive the consummation of the Transactions and the Closing and any termination of this Agreement and shall continue until the date on which the applicable statute of limitations expire, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns who are each third party beneficiaries of this Section 5.09 5.09(a) and shall be binding on all successors and assigns of Purchaser and Merger Sub. (d) Each of Purchaser and Merger Sub acknowledges and agrees that, other than the obligations set forth in Section 5.5.10(a), the Acquired Companies do not have any responsibility for any financing that Purchaser or Merger Sub may seek or obtain in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies be in breach of this Agreement (i) if such party uses commercially reasonable efforts in respect of this Section 5.095.09(a), (ii) due to the failure to deliver any financial or other information that is not currently readily available to the Acquired Companies on the date hereof or is not otherwise prepared in the ordinary course of business of the Acquired Companies at the time required by Purchaser or Merger Sub, or (iii) due to the failure to obtain any comfort with respect to, or review of, any financial or other information by such party’s accountants.

Purchaser Financing. (a) During the period from From the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its termsClosing, the Company Control Sellers shall, and shall cause its Subsidiaries and its and their respective Representatives Affiliates to, provide such reasonable cooperation and assistance to Purchaser and its Affiliates in connection with the arrangement of financing (which may include debt or equity financing, but in any case for not more than $5 million in the Financing as may be aggregate) necessary for Purchaser to complete the Contemplated Transactions (the “Financing”), including (i) permitting direct contact, upon Purchaser’s request, between prospective lenders and appropriate officers and employees of the Wilhelmina Transferred Companies, (ii) preparing and providing all financial information reasonably requested by Purchaserprospective financing sources, including (iii) seeking, and making arrangements reasonably satisfactory to Purchaser and its financing sources with respect to, lien releases, applicable consents, landlord estoppel certificates, pay off letters and similar customary items and (iv) using its commercially reasonable efforts to cause appropriate officers and employees of the following actions: Wilhelmina Transferred Companies (iA) participating in to be available, on a reasonable number of meetings customary basis and at mutually agreed times and places, to meet with (including to participate in a reasonable number of one-on-one meetings with) the Financing Sources prospective lenders and prospective investors in the Financing (and to cause the members of senior management and Representatives of the Company to participate in such presentations, meetings), road shows and due diligence sessions, and cooperating reasonably with the marketing efforts of Purchaser and the Financing Sources, in connection with all or any portion of the Financing; (ii) assisting Purchaser and the Financing Sources in the preparation of offering documents, business projections and pro formas, investor presentations, and other similar materials or similar documents required in connection with any of the Financing; (iii) furnishing to Purchaser and the Financing Sources as promptly as reasonably practical and, in all cases, in a timely manner, (i) audited consolidated balance sheets and the related audited statements of income, shareholder’s equity and cash flows of the Company for the most recently completed fiscal year ended at least ninety (90) calendar days before the Closing Date and (ii) such other financial or pertinent information regarding the Company and its Subsidiaries as may be reasonably available to the Company, and which is (A) reasonably requested by Purchaser, and (B) reasonably necessary in order to consummate the Financing, including in connection assist with the preparation of customary pro forma financial information disclosure documents in connection therewith and (excluding any historical financial statementsC) to execute and deliver agreements, which are addressed solely in clause (i) above); (iv) cooperating instruments and certificates of officers of Wilhelmina Transferred Companies to the extent reasonably with necessary to facilitate the Financing Sources’ customary due diligence; (v) using Financing, and to use commercially reasonable efforts to take such actions as are reasonably requested by Purchaser or the Financing Sources and, if requested by Purchaser or the Financing Sources, the taking of corporate actions by the Company cause legal counsel and its Subsidiaries with respect accountants to entering into definitive documentation with respect render legal opinions and comfort letters to the Financing; provided, that any such corporate actions shall be contingent upon and effective as of the Closing; and (vi) as promptly as extent reasonably practical and, in all cases, in a timely manner, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (b) Notwithstanding Section 5.10(a), (1) Purchaser and Merger Sub shall ensure that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Acquired Companies (it being understood and agreed that the Acquired Companies shall not be required to take any action that unreasonably interferes with the ongoing business or operations of the Acquired Companies); (2) the Acquired Companies shall not be required to commit to take any action that (x) is not contingent upon the Closing, (y) would be effective prior to the Closing or (z) would encumber any assets of the Acquired Companies prior to the Closing; (3) neither the Acquired Companies nor any of their respective Representatives shall, necessary in connection with the Financing and not otherwise reasonably available from the legal counsel and/or accountants of Purchaser (A) be required or are not reasonably acceptable to take Purchaser’s financing sources); provided that none of the Wilhelmina Transferred Companies or any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential liability, (B) their Subsidiaries shall be required to pay any commitment fees or other amounts or make any other payment similar fee or incur any other liability or provide or agree to provide any indemnity obligation in connection with the Financing prior to the Closing or otherwise be required to bear any cost or expense which is not reimbursable pursuant to Section 5.10(c) below, (C) have any liability or any obligation under any definitive agreement in respect of the Financing or any related document or other agreement or document related to the Financing, other than any such liability fee or other obligation contingent on the Closing). Purchaser shall promptly, upon request of the Acquired Control Sellers, reimburse the Wilhelmina Transferred Companies following for all reasonable out-of-pocket costs, including fees charged by legal counsel and accountants incurred by the Closing, (D) be required to incur Wilhelmina Transferred Companies or any other liability of the Subsidiaries in connection with the Financing, other than any other liability incurred by the Acquired Companies following the Closing, or (E) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the applicable Acquired Company, is restricted by Contract, applicable Law or is subject to attorney-client privilege. The Acquired Companies do not make any representation or warranty as to any of the materials or information provided to Purchaser, Merger Sub or the Financing Sources pursuant to this Section 5.09 or otherwise. (c) Purchaser shall, promptly upon request by the Stockholders’ Representative or the Company, reimburse the Acquired Companies and/or their respective Representatives for all Reimbursable Financing Expenses. Subject to the limitations in the immediately preceding sentence, Purchaser and Merger Sub shall indemnify and hold harmless the Acquired Companies (prior to the Closing), the Securityholders, each of their respective Affiliates and the respective officers, directors, employees, agents, Representatives, successors and permitted assigns of any of the foregoing (collectively, the “Financing Indemnitees”) against any losses or liabilities such Financing Indemnitees actually incur as a result of any Action related to the Financing. This Section 5.09 shall survive the consummation of the Transactions and the Closing and any termination of this Agreement and shall continue until the date on which the applicable statute of limitations expire, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns who are each third party beneficiaries of this Section 5.09 and shall be binding on all successors and assigns of Purchaser and Merger Sub. (d) Each of Purchaser and Merger Sub acknowledges and agrees that, other than the obligations set forth in Section 5.5.10(a), the Acquired Companies do not have any responsibility for any financing that Purchaser or Merger Sub may seek or obtain in connection its cooperation with arranging the Financing. Notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies be in breach terms of this Agreement the Financing (i) if such party uses commercially reasonable efforts in respect of this Section 5.09, (ii) due including but not limited to the failure amount of any equity or debt financing raised at or prior to deliver any financial Closing and the pricing thereof), and the sources thereof, shall be determined by Purchaser in its sole discretion; provided that no equity or instruments convertible, exercisable or exchangeable for equity shall be on terms more favorable to the financing source than the NCEH Book Value Per Share; provided further that the consent of Control Sellers (which may be withheld in their sole discretion) shall be required in the event that personal guarantees, stock pledges or other information that is not currently readily available to the Acquired Companies on the date hereof security or is not otherwise prepared in the ordinary course of business similar commitments are required of the Acquired Companies at the time required by Purchaser or Merger Sub, or (iii) due to the failure to obtain any comfort Control Sellers in connection with respect to, or review of, any financial or other information by such party’s accountantsfinancing.

Purchaser Financing. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, provide such cooperation and assistance to Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Purchaser, including the following actions: (i) participating in a reasonable number of meetings with (including to participate in a reasonable number of one-on-one meetings with) the Financing Sources and prospective investors in the Financing (and to cause the members of senior management and Representatives of the Company to participate in such meetings), and due diligence sessions, and cooperating reasonably with the marketing efforts of Purchaser and the Financing Sources, in connection with all or any portion of the Financing; (ii) assisting Purchaser and the Financing Sources in the preparation of offering documents, business projections and pro formas, investor presentations, and other similar materials or similar documents required in connection with any of the Financing; (iii) furnishing to Purchaser and the Financing Sources as promptly as reasonably practical and, in all cases, in a timely manner, (i) audited consolidated balance sheets and the related audited statements of income, shareholder’s equity and cash flows of the Company for the most recently completed fiscal year ended at least ninety (90) calendar days before the Closing Date and (ii) such other financial or pertinent information regarding the Company and its Subsidiaries as may be reasonably available to the Company, and which is (A) reasonably requested by Purchaser, and (B) reasonably necessary in order to consummate the Financing, including in connection with the preparation of customary pro forma financial information (excluding any historical financial statements, which are addressed solely in clause (i) above); (iv) cooperating reasonably with the Financing Sources’ customary due diligence; (v) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser or the Financing Sources and, if requested by Purchaser or the Financing Sources, the taking of corporate actions by the Company and its Subsidiaries with respect to entering into definitive documentation with respect to the Financing; provided, that any such corporate actions shall be contingent upon and effective as of the Closing; and (vi) as promptly as reasonably practical and, in all cases, in a timely manner, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (b) Notwithstanding Section 5.10(a), (1) Purchaser and Merger Sub shall ensure that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Acquired Companies (it being understood and agreed that the Acquired Companies shall not be required to take any action that unreasonably interferes with the ongoing business or operations of the Acquired Companies); (2) the Acquired Companies shall not be required to commit to take any action that (x) is not contingent upon the Closing, (y) would be effective prior to the Closing or (z) would encumber any assets of the Acquired Companies prior to the Closing; (3) neither the Acquired Companies nor any of their respective Representatives shall, in connection with the Financing (A) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential liability, (B) 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 Closing or otherwise be required to bear any cost or expense which is not reimbursable pursuant to Section 5.10(c) below, (C) have any liability or any obligation under any definitive agreement in respect of the Financing or any related document or other agreement or document related to the Financing, other than any such liability or obligation of the Acquired Companies following the Closing, (D) be required to incur any other liability in connection with the Financing, other than any other liability incurred by the Acquired Companies following the Closing, or (E) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of the applicable Acquired Company, is restricted by Contract, applicable Law or is subject to attorney-client privilege. The Acquired Companies do not make any representation or warranty as to any of the materials or information provided to Purchaser, Merger Sub or the Financing Sources pursuant to this Section 5.09 5.09(a) or otherwise. (c) Purchaser shall, promptly upon request by the Stockholders’ Representative or the Company, reimburse the Acquired Companies and/or their respective Representatives for all Reimbursable Financing Expenses. Subject to the limitations in the immediately preceding sentence, Purchaser and Merger Sub shall indemnify and hold harmless the Acquired Companies (prior to the Closing), the Securityholders, each of their respective Affiliates and the respective officers, directors, employees, agents, Representatives, successors and permitted assigns of any of the foregoing (collectively, the “Financing Indemnitees”) against any losses or liabilities such Financing Indemnitees actually incur as a result of any Action related to the Financing. This Section 5.09 5.09(a) shall survive the consummation of the Transactions and the Closing and any termination of this Agreement and shall continue until the date on which the applicable statute of limitations expire, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns who are each third party beneficiaries of this Section 5.09 5.09(a) and shall be binding on all successors and assigns of Purchaser and Merger Sub. (d) Each of Purchaser and Merger Sub acknowledges and agrees that, other than the obligations set forth in Section 5.5.10(a), the Acquired Companies do not have any responsibility for any financing that Purchaser or Merger Sub may seek or obtain in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies be in breach of this Agreement (i) if such party uses commercially reasonable efforts in respect of this Section 5.095.09(a), (ii) due to the failure to deliver any financial or other information that is not currently readily available to the Acquired Companies on the date hereof or is not otherwise prepared in the ordinary course of business of the Acquired Companies at the time required by Purchaser or Merger Sub, or (iii) due to the failure to obtain any comfort with respect to, or review of, any financial or other information by such party’s accountants.. 44