Cooperation with Financing Sample Clauses
The Cooperation with Financing clause requires one party, typically the seller, to assist the other party, usually the buyer, in securing necessary financing for a transaction. This assistance may include providing documents, responding to lender requests, or executing additional agreements needed by the lender to process the loan. The core function of this clause is to facilitate the buyer's ability to obtain financing, thereby helping ensure the transaction can proceed smoothly and reducing the risk of delays or failure due to financing obstacles.
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Cooperation with Financing. (a) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to provide, and shall use commercially reasonable efforts to cause its and their agents and representatives to provide such customary cooperation, at Parent’s sole expense and subject to written confidentiality arrangements as may be reasonably required by the Company, as may be reasonably requested by Parent or Sponsor to assist Parent in causing the conditions in any applicable debt commitment letter to be satisfied and such customary cooperation as is otherwise requested by Parent or Merger Subsidiary to assist them in arranging the debt financing (if any) to be obtained by Parent, Merger Subsidiary or their respective Affiliates in connection with the Offer and the Merger (the “Debt Financing”) (provided that such requested cooperation is not prohibited by Applicable Law), which commercially reasonable efforts shall include:
(i) causing the management team of the Company and its Subsidiaries, with appropriate seniority and expertise, including its senior executive officers, and external auditors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with lenders and rating agencies, in each case, upon reasonable notice and at reasonable times;
(ii) assisting with the timely preparation of customary rating agency presentations, credit agreements, road show materials, bank information memoranda, Financing Sources and investor presentations, prospectuses and bank syndication materials, offering documents, private placement memoranda, ancillary loan documents and certificates and similar documents customarily required in connection with the Debt Financing, including the marketing and syndication thereof;
(iii) (x) furnishing Parent and Merger Subsidiary and the Financing Sources, as promptly as reasonably practicable following Parent’s or Merger Subsidiary’s request, with information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries) customary for the arrangement of loans contemplated by the Debt Financing, to the extent reasonably available to the Company, its Subsidiaries or its Representatives and reasonably requested by Parent or Merger Subsidiary to assist in prepa...
Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of such information or acknowledgement, (b) the giving of such certificates or accommodations, and (c) providing such opinions of counsel and other matters as Provider and its financing parties may reasonably request at Provider’s expense; provided, that the foregoing undertaking shall not obligate Customer to change any rights or benefits, or increase any burdens, liabilities or obligations of Customer, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Provider as a financing party may reasonably request).
Cooperation with Financing. The Parties acknowledge that the Facility may be financed by Financing provided by Lenders. If Fulcrum assigns this Agreement to the Lenders as collateral to support the Financing, WCC agrees to enter into an agreement directly with the Lenders under which WCC shall consent to such assignment and shall agree to other customary and reasonable provisions for the benefit of the Lenders (including reasonable provisions under which the Lenders or their designees (a) may assume the rights of Fulcrum under this Agreement, (b) shall be entitled to receive copies of certain notices hereunder relating to defaults and other similar matters that WCC might provide to Fulcrum, (c) shall have reasonable extended cure periods to cure any defaults by Fulcrum hereunder and (d) shall be provided other similar or related benefits or protections as reasonably requested by the Lenders and accepted by WCC to support the Financing). Without limiting the generality of the foregoing, in connection with any collateral assignment by Fulcrum of this Agreement to a Lender as set forth above, WCC further agrees to furnish the Lenders with such other documents as may be reasonably requested by the Lenders.
Cooperation with Financing. Sprint and Lessor acknowledge that in connection with the financings of its interests in the Sites, from time to time, Lessee may require legal opinions (or updates thereof or reliance letters or similar items with respect thereto) from its counsel, at Lessee's expense, with respect to certain bankruptcy-related matters and in connection therewith Sprint and Lessor will cooperate in taking such actions as may be reasonably required to give such opinions as Lessee may reasonably request and to provide customary undertakings, representations and certificates (including without limitation, as corporate structure charts, certifications that the requirements of the LLC Agreement will be, and have at all times been, complied with), such cooperation and provision at Lessee's expense.
Cooperation with Financing. (a) Parent has delivered to the Company copies of a letter of intent of Bridge Bank, N.A. (the “Bridge Bank”), dated as of October 11, 2011, pursuant to which Bridge Bank, subject to the terms and conditions set forth therein, has summarized for discussion purposes the financing that Bridge Bank is interested in considering (the “Bank Letter”). Subject to the funding of the financing set forth in the Bank Letter in accordance with its terms, the aggregate proceeds of the financing contemplated by the Bank Letter shall be sufficient to enable Parent to consummate the transactions contemplated by this Agreement.
(b) Parent shall use reasonable best efforts to cause the financing contemplated by the Bank Letter, subject to the terms and conditions set forth therein, to be available at Closing; provided, however, that if funds in the amount set forth in the Bank Letter become unavailable to Parent on the terms and conditions set forth therein, Parent shall use its best reasonable efforts to obtain such funds to the extent available on terms and conditions no less favorable in the aggregate to Parent than as set forth in the Bank Letter (the “Alternate Financing”).
(c) The Company shall provide, shall cause the Company Subsidiaries to provide and shall use its reasonable best efforts to cause its and their Representatives to provide, such reasonable cooperation in connection with the arrangement of any debt financing as may be reasonably requested by Parent, including (a) participation in meetings, presentations, drafting sessions, and due diligence sessions, (b) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent to consummate such debt financing, (c) cooperating with the marketing efforts of Parent and its financing sources for any portion of such debt financing, reasonably facilitating the pledging of collateral and execution and delivery of definitive financing documents and customary deliverables and (e) using reasonable best efforts to obtain legal opinions and certificates as reasonably requested by Parent.
Cooperation with Financing. In order to assist with the financing of the Transactions, at or prior to Closing, the Company shall, and shall cause its subsidiaries to, take such commercially reasonable steps as are necessary to cause the following to occur:
(a) At Merger Sub's request and, subject to Section 9.03(b), expense, (i) with respect to each real property leased by the Company or its subsidiaries within the United States, the Company shall use its commercially reasonable best efforts to deliver to Merger Sub, if required by the lender of any such financing, a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by the landlord, lessor and/or licensor of such leased property and (ii) with respect to each parcel of real property owned by the Company or its subsidiaries that is located within the United States, the Company shall deliver title insurance and surveys, in each case, in form and substance reasonably acceptable to Merger Sub;
(b) At Merger Sub's request and, subject to Section 9.03(b), expense, the Company shall furnish such financial statements as may be reasonably requested by Merger Sub in connection with the financing of the Transactions; and
(c) At Merger Sub's request and, subject to Section 9.03(b), expense, the Company shall cause its and its subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with Merger Sub and its lenders and authorized representatives in connection with a review of the Company and the financing of the Transactions, including the preparation by Merger Sub and its financing sources of any offering memorandum or other documents related to the financing of the Transactions and making senior management available to meet with any prospective providers of financing (including pursuant to any "road show").
Cooperation with Financing. (a) Prior to the Closing, Seller shall cause the Company and its Subsidiaries, officers, employees and advisors (including legal and accounting) to provide such cooperation to Buyer as may reasonably be requested by Buyer in connection with obtaining the Financing, including the following: (i) providing as promptly as practicable the Required Financial Information and a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Buyer as of the last day of and for the last twelve month period ended at least 45 days prior to the Closing Date (or 120 days, if such twelve month period is a fiscal year), prepared after giving effect to the transactions contemplated by this Agreement and the Financing as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), (ii) causing the Company’s and its Subsidiaries’ management team, with appropriate seniority and expertise, including senior officer’s and external auditors, at reasonable times and upon reasonable notice, to participate in, including the preparation for, a reasonable number of road shows, meetings, drafting sessions, due diligence sessions and similar presentations to and with prospective lenders, investors and rating agencies, (iii) assisting with the preparation of rating agency presentations, bank information memoranda and other customary marketing and syndication materials required in connection with the Debt Financing, together with customary authorization letters, (iv) using reasonable best efforts (A) to assist in the preparation, negotiation, execution and delivery of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, collateral agreements, documents and instruments relating to guarantees, legal opinions and officer’s certificates (including a customary solvency certificate at Closing of the chief financial officer of the Company in the form required by the Debt Commitment Letter)) and (B) to facilitate the pledging of collateral, (v) obtaining customary debt payoff letters in respect of the Indebtedness listed on Section 1.2(f) of the Seller Disclosure Letter, (vi) ensuring that the syndication efforts in respect of the Debt Financing benefit from the existing lending relationships of the Company, (vii) assisting Buyer in obtaining public corporate and facilities ratings in connection with the Debt Financin...
Cooperation with Financing. Utility acknowledges that Owner may be financing the System and/or the Site and Utility agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing, including (a) the furnishing of such information, (b) the giving of such certificates, and (c) providing such opinions of counsel and other matters as Owner and its financing parties may reasonably request; provided, that the foregoing undertaking shall not obligate Utility to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Utility, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a financing party may reasonably request).
Cooperation with Financing. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to cooperate (and cause its representatives to cooperate) with Acquiror in connection with the arrangement of customary senior debt and high-yield debt financings to finance the transactions contemplated hereby (the “Debt Financing”), as may be reasonably requested by Acquiror (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and provided that such requested cooperation is of the type customarily provided in connection with senior debt and high-yield debt acquisition financings), including (i) participation at reasonable times in a reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and due diligence sessions, (ii) using reasonable best efforts to furnish Acquiror and its financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Acquiror, including financial statements and projections, pro forma financial information, financial data, audit reports, comfort letters and similar information and materials, and other information of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act for a registered public offering of non-convertible debt securities of the Company, (iii) reasonably assisting Acquiror and its financing sources in the preparation of (A) offering documents, tender and solicitation documents (if required), private placement memoranda, bank information memoranda, high-yield offering prospectuses or memoranda and similar documents for any portion of the Debt Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Acquiror and its financing sources for any portion of the Debt Financing, (v) reasonably cooperating with Acquiror’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing, (vi) using commercially reasonable efforts to assist Acquiror in obtaining surveys, appraisals, legal opinions, title insurance, consents, landlord waivers and estoppels, non-disturbance agreements and other documentation and items relating to real estate collateral under the Debt Financing as reasonably requested by Acquiror, (vii) using reasonable best efforts...
Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent.