Common use of Cooperation with Financing Clause in Contracts

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. In order to assist with (a) For a period of ninety (90) days following the financing of the Transactions, at or prior to Closing, the Company shallSeller shall use, and shall cause its subsidiaries toAffiliates to use, take such commercially reasonable steps as are necessary efforts to cause provide to Purchaser, at Purchaser’s sole cost and expense all timely cooperation reasonably requested by Purchaser in connection with any financing contemplated or completed by Purchaser in connection with the following to occurtransactions contemplated by this Agreement (the “Financing”), including: (ai) At Merger Sub's request by delivering the Business Financial Information; (ii) furnishing Purchaser and any Financing Sources promptly with all documentation and other information that any Financing Source has reasonably requested and that such Financing Source has determined is required by regulatory authorities in connection with any Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and, subject (iii) otherwise cooperating with the marketing efforts of Purchaser and its Financing Sources for any Financing as necessary or reasonably requested by Purchaser or its Financing Sources; provided that (w) nothing in this Section 7.11 shall require such cooperation to Section 9.03(b), expensethe extent it would require Seller or any of its Affiliates to waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement by or on behalf of Purchaser, (x) nothing herein shall require such cooperation from Seller or its Affiliates (i) to take any action that would conflict with or violate their respective organizational documents or any requirement of Law or result in the material contravention of, or that would reasonably be expected to result in a material violation or breach of, or default under, any contract of the Company or any of its Affiliates or (ii) to the extent it would unreasonably interfere with the ongoing operations of Seller or its Affiliates, and (y) none of Seller or its Affiliates, nor any of their respective representatives, shall have any Liability under any certificate, agreement, arrangement, document or instrument relating to any Financing (including the entry into any agreement). Purchaser shall indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliate, agents, attorneys, representatives, successors and permitted assigns from and against any and all Liabilities, Losses, damages, claims, costs or expenses suffered or incurred by any of them of any type in connection with the arrangement of any Financing and any information used in connection therewith, except (x) with respect to each real property leased any written information prepared or provided by the Company Seller or any of its subsidiaries within Affiliates or any of their respective representatives or (y) to the United Statesextent such Liabilities, losses, damages, claims, costs or expenses result from the Company gross negligence or willful misconduct of the Seller or any of its Affiliates or representatives, and the foregoing obligations shall survive the termination of this Agreement notwithstanding any other provision of this Agreement. Seller hereby consents to the use of its commercially reasonable best efforts to deliver to Merger Sub, if required by and its Affiliates’ logos used primarily in 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 Business in connection with any Financing; provided, that such logos are used solely in a manner that does not and is not reasonably likely to harm or disparage Seller or its Affiliates or the financing reputation or goodwill of the Transactions; and (c) At Merger Sub's request andSeller or its Affiliates or otherwise impair, subject to Section 9.03(b), expense, the Company shall cause harm or dilute Seller’s or any of its and its subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with Merger Sub and its lenders and authorized representatives Affiliates’ rights 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")such logos.

Cooperation with Financing. In order to assist with The Company and the financing of the Transactions, at or prior to Closing, the Surviving Company shallshall use their reasonable best efforts to, and shall cause its subsidiaries to, take such commercially reasonable steps as are necessary their Subsidiaries and their respective Representatives 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 their reasonable best efforts to deliver to Merger Subto, if required by provide such cooperation in connection with the lender arrangement of any such financing, a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by equity or debt financing for the landlord, lessor and/or licensor of such leased property and (ii) with respect to each parcel of real property owned by the Surviving Company or any of 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 Subsidiaries as may be reasonably requested by Merger Sub Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective equity or debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such equity or debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12), (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a) and (c) no such cooperation shall be required to the extent it would, or would be likely to, (i) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to take any action that would conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (iii) require the Company or any of its Subsidiaries to enter into or approve any documentation referred to in the paragraph above that takes effect or is effective prior to the Closing; provided, that, for the avoidance of doubt, this clause (iii) shall solely apply to any equity or debt financing contemplated to be provided at Closing 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 consummation of the Transactions and making senior management available to meet with any prospective providers of financing (including pursuant shall not apply to any "road show"debt or equity financing raised by the Company from the date hereof until the Effective Time (or, if earlier, the valid termination of this Agreement in accordance with Article VII), (iv) require the Company or any of its Subsidiaries to bear any out-of-pocket cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity, in each case effective prior to the Closing, or (v) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability.

Cooperation with Financing. In order Prior to assist with the financing of the Transactions, at or prior to Closing, the Company shall, and Seller shall cause its subsidiaries to, take such use commercially reasonable steps efforts, at Buyer’s sole expense, to cooperate with Buyer as are necessary to cause in connection with the following to occur: arrangement of the Debt Financing as may be customary and reasonably requested by Buyer (a) At Merger Sub's request andprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller, subject to Section 9.03(bthe Partnerships or any of their respective Subsidiaries), expense, including using commercially reasonable efforts to (i) participate at reasonable times in a reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and due diligence sessions, (ii) furnish Buyer and its debt financing sources with financial and other pertinent information regarding the Company, the Partnerships and their respective Subsidiaries as shall exist and be reasonably requested by Buyer; provided, that, for the avoidance of doubt, the Seller shall not be required to provide, and Buyer shall be solely responsible for, (A) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (B) any description of all or any component of the Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Financing, (D) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K, (iii) assist Buyer and its debt financing sources in the preparation of (A) offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents for any portion of the Debt Financing and (B) materials for rating agency presentations, (iv) cooperate with the marketing efforts of Buyer and its financing sources for any portion of the Debt Financing, (v) cooperate with Buyer’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) assist Buyer in obtaining surveys and title insurance as reasonably requested by Buyer, (vii) prior to the Closing Date, provide all documentation and other information about the Company, the Partnerships and each of their respective Subsidiaries as is reasonably requested in writing by Buyer’s financing sources at least five days prior to the Closing Date with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each real property leased case to the extent reasonably requested by Buyer’s financing sources, (viii) use commercially reasonable efforts to obtain customary payoff letters, Lien terminations, title transfers and instruments of discharge or transfer relating to any collateral to be delivered at the Closing Date; and (ix) cause the Company or its subsidiaries within Subsidiaries to execute and deliver at the United StatesClosing one or more credit or other agreements on terms reasonably satisfactory to Buyer in connection with the Debt Financing as well as any pledge and security documents, the Company shall use its commercially reasonable best efforts to deliver to Merger Subother definitive financing documents, 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 other certificates or documents as may be reasonably requested by Merger Sub Buyer (including a customary certificate of the chief financial officer or similar officer of the Company with respect to solvency matters of the Company and its Subsidiaries on a consolidated basis) and otherwise reasonably facilitating the pledging of collateral, provided, in each case, that (A) none of the Seller, the Partnerships or any of their respective Subsidiaries shall be required to incur any liability in connection with the financing Financing; provided, further, that the Company, the Partnerships and their respective Subsidiaries may incur such liability after the Closing, (B) neither (i) the directors, managers or general partners of the Transactions; and (c) At Merger Sub's request and, subject to Section 9.03(b), expenseSeller, the Partnerships or (other than the Company shall cause or 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 Subsidiaries at or after the Closing) any of their respective Subsidiaries nor (ii) the pre-Closing Board of Directors of the Company and the financing directors, managers and general partners of any of the TransactionsCompany’s Subsidiaries or the Partnerships or any of their respective Subsidiaries shall be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, (C) none of the Seller, the Partnerships or any of their respective Subsidiaries (other than the Company and its Subsidiaries at or after the Closing) 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 preparation by Merger Sub Financing; (D) except as expressly provided above, neither Seller, the Partnerships or any of their respective Subsidiaries shall be required to take any corporate actions prior to the Closing to permit the consummation of the Financing; provided, further, that the Company, the Partnerships and their respective Subsidiaries may take such action after the Closing, and (E) Buyer shall indemnify, defend and hold harmless the Seller, the Partnerships and their respective Subsidiaries, and their respective pre-Closing directors, managers, general partners, officers and representatives, from and against any and all Damages incurred in connection with the Financing. Except for the representations and warranties of the Seller set forth in Article IV of this Agreement or in any certificate delivered pursuant to Section 9.2(d), the Seller shall not have any liability to Buyer in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 6.12. Buyer shall promptly reimburse the Seller and its financing sources Subsidiaries for all reasonable, documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by any of them in connection with such cooperation; provided, that any offering memorandum or other documents related such reimbursement after the Closing shall be paid 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")Seller or its designee.

Cooperation with Financing. In order to assist with the financing of the Transactionstransactions contemplated by this Agreement, 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), expenserequest, (i) with respect to each parcel of 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, however, the parties acknowledge that ▇▇▇▇▇ is presently on a month-to- month lease in its primary location and may be unable to procure any of the foregoing from such landlord; (b) At Merger Sub's request andrequest, 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 Transactionstransactions contemplated by this Agreement; and (c) At Merger Sub's request andrequest, 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 Transactionstransactions contemplated hereby, 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")during reasonable business hours.

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 110 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. In order to assist with the financing of the Transactions, at or prior to Closing, the Company The Parents and Seller shall, and shall cause the Company and its subsidiaries to, take such and its and their respective Representatives to use their commercially reasonable steps as are necessary efforts to cause the following to occur: provide (a) At Merger Sub's request and, subject to Section 9.03(bcustomary confidentiality agreements) and will request that the Company’s auditors and reserve engineers provide (at Buyer’s ultimate expense), 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, reasonably necessary cooperation on 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 timely basis in connection with the financing arrangement of the Transactions; and (c) At Merger Sub's request andBuyer’s equity and debt financing, subject to Section 9.03(b), expense, the Company shall cause its including furnishing Buyer and its subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate financing sources with Merger Sub and its lenders and authorized representatives in connection with a review of timely financial information regarding the Company and the financing Company’s subsidiaries as shall be requested by Buyer (and including, with respect to any audited financial statements and engineering reserve reports, any consents to use the reports of the TransactionsCompany’s auditors and engineers thereon). In addition, including the Parents and Seller shall request, and shall cause the Company and its subsidiaries to request the management of the Company to use their commercially reasonable efforts (i) to meet with investors in presentations, meetings, road shows and due diligence sessions, (ii) to provide timely assistance by providing information in connection with Buyer’s preparation of pro forma business projections, offering memorandum and similar materials (each of which shall be the sole responsibility of Buyer to prepare and approve),(4) and (iii) otherwise cooperate with the marketing efforts of Buyer for any of Buyer’s equity and debt financing. It is a condition of the obligations set forth above and in Section 6 (with respect to both Buyer and Seller) that in requesting information and assistance hereunder and under Section 6 (with respect to both Buyer and Seller), Buyer shall act in a commercially reasonable manner, including, without limitation, with respect to the amount of data and timing of responses requested by Merger Sub Buyer, and in determining whether the obligations set forth above and in Section 6 (with respect to both Buyer and Seller) have been satisfied, and in determining whether such parties acted reasonably or in a commercially reasonable manner, such parties shall not be required to “drop everything” or ignore their existing responsibilities to conduct their business and comply with their SEC or other reporting obligations. In addition, neither Parents, the Seller, the Company, nor their affiliates will have any liability to Buyer, its financing sources of any offering memorandum or other documents related otherwise should Buyer fail to secure adequate financing to close the financing of the Transactions and making senior management available to meet with any prospective providers of financing (including pursuant to any "road show")transactions contemplated hereby.