Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be...
Assistance with Financing. (a) The Seller Parties acknowledge that the Buyer Parties intend to pursue the Anticipated Financing and agree to provide such assistance (and to cause their respective Representatives to provide such assistance) with the Financing as is reasonably requested by the Buyer Parties (provided, however, that such requested assistance does not unreasonably interfere with the ongoing operations of the Seller Parties). Such assistance by the Seller Parties shall include the following to the extent reasonably requested by the Buyer Parties with respect to the Financing: (i) participation in and assistance with the Marketing Efforts related to the Financing; (ii) participation in and assistance with the preparation of rating agency presentations and meetings with rating agencies; (iii) delivery to the Buyer Parties and their financing sources of the Financing Information, including: (v) the financial statements contemplated by Section 5.11, (w) such other financial, operating, property, tenant and lease data and information regarding the Seller Parties, the Target Properties or the Transactions required by the rules and regulations of the SEC to be included or incorporated by reference in any registration statement under the Securities Act filed with the SEC in connection with the Financing or that is of the type and form customarily included or incorporated by reference in private placement memoranda pursuant to Rule 144A/Regulation S of the Securities Act used in connection with the Financing; (x) information regarding the tenants in the Target Properties that is of the type and form customarily included in securitizations of mortgage loans which are secured by commercial properties, (y) any existing third-party reports regarding the Target Properties and (z) any rent rolls, schedules of tenant security deposits, aging reports, schedules of outstanding tenant improvement and leasing commissions, insurance policies, existing surveys, existing zoning reports, leases, management agreements and licenses, but excluding operating and capital budgets, in each case under this clause (iii), solely to the extent such data, information or items are in the Seller Parties’ (or their controlling Affiliates’) possession or control (or to the extent the Seller Parties could obtain such data, information or items without unreasonable effort or expense); (iv) using reasonable efforts to obtain customary accountants’ comfort letters and consents and participation in due diligence se...
Assistance with Financing. The Company agrees to provide reasonable co-operation and assistance (and procure that its Representatives provide reasonable co-operation and assistance) in connection with the arrangement or provision of any debt and/or equity financing by the Acquirer or any member of the Acquirer Group for the purposes of funding the Consideration as may be reasonably requested the Acquirer, including:
(a) facilitating liaison between the Acquirer and existing financiers for the purposes of the Company notifying and discussing change of control procedures and/or managing the repayment and/or continuation of those counterparties on or after the Implementation Date and the efficient termination and/or continuation of some or all of their existing financing arrangements with the Company with effect from that time;
(b) making available (on an in-person or remote basis, as is convenient for the executive) senior executives of the Company to meet with the financiers of the Acquirer or Acquirer Group (at convenient times);
(c) executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation reasonably requested by the Acquirer or the financiers of the Acquirer or Acquirer Group, in each case that are subject to the Scheme becoming Effective, relating to the repayment of the Company’s existing indebtedness identified by the Acquirer, and the release on the Implementation Date of all related Encumbrances;
(d) solely with respect to the MHM Automation Group, using reasonable endeavours to facilitate the pledging of, granting a security interest in and obtaining perfection of any Encumbrances on, collateral to take effect immediately following implementation of the Scheme; and
(e) providing as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by any member of the Acquirer Group or any person providing debt financing to the Acquirer, any member of the Acquirer Group or the MHM Automation Group under applicable “know your customer” and anti-money laundering rules and regulations, provided that:
(f) no MHM Automation Group member shall be required to enter into any agreements or arrangements in respect of any debt and/or equity financing prior to implementation of the Scheme on the Implementation Date (except as contemplated by clause 9.6(c) and "know your customer information as described above);
(g) no MHM Automatio...
Assistance with Financing. Seller, at Buyer Parties' sole expense, shall use his commercially reasonable efforts to, and to cause York and its Subsidiaries to, cooperate with Buyer Parties and the arrangers, lenders and advisors to any Buyer Party, in each case in connection with the arrangement of any financing, the proceeds of which are to be used to consummate, or otherwise to be consummated contemporaneous with or at or after the Closing in respect of the transactions contemplated by this Agreement, including, without limitation, participation in meetings during normal business hours and with reasonable prior notice (including direct contact between York's senior management and prospective lenders and investors), due diligence sessions during normal business hours and with reasonable prior notice, road shows and rating agency presentations during normal business hours and with reasonable prior notice; the preparation of confidential information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and similar documents, provided that Seller shall not be required to agree to become personally responsible or liable to the distributees thereof for the information set forth therein; participation in the negotiation of any commitment letters, underwriting or placement agreements, indentures, supplemental indentures, loan agreements, escrow and security agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of York and its Subsidiaries with respect to solvency matters. Seller will use his commercially reasonable efforts to cause York's independent auditors, at Buyer Parties' sole expense, to (i) cooperate in connection with any such financing and (ii) cooperate in due diligence and drafting sessions with arrangers and/or placement agents in connection with any such financing. Seller will use his commercially reasonable efforts to assist Buyer Parties, at Buyer Parties' sole expense, in satisfying all of the conditions to the financing contemplated by the Commitment Letters.
Assistance 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 Cornerstone's request, with respect to each of the Leased Premises, the Company shall deliver to Merger Sub a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by the landlord, lessor, landlord and/or licensor of such Leased Premise, in each case, in form and substance reasonably acceptable to Merger Sub;
(b) At Cornerstone's request, the Company shall furnish such financial statements as may be reasonably requested by Merger Sub in connection with the financing of the Transactions;
(c) At Cornerstone's request, the Company shall take or cause to be taken any other actions necessary to consummate the financing of the Transactions; and
(d) No actions taken by or on behalf of the Company in connection with its obligation under this Section 7.10 or arising as a result of the taking of such action shall constitute a breach of any representation or warranty of the Company contained in this Agreement for any purpose hereunder. Notwithstanding anything to the contrary set forth herein, the effectiveness of any such actions by the Company shall be conditioned upon the consummation of the Merger.
Assistance with Financing. In order to assist Parent with finalizing the financing of the transactions contemplated by this Agreement as described in the Commitment Letter (the “Financing”), Target shall provide such assistance and cooperation as Parent may reasonably request including, but not limited to (a) using reasonable best efforts to procure other reasonably requested certificates or documents, including pledge and security documents, customary certificates, customary legal opinions, real estate title documentation, stock certificates and other similar instruments and using reasonable efforts to assist Parent in obtaining the approval of any and all board resolutions that Parent may reasonably request in connection with the provision of any security by Target or any Subsidiary to the banks or lenders in connection with the Financing, (b) participating or making their respective officers and employees available to participate in meetings, drafting sessions, “roadshows,” due diligence sessions and management presentation sessions, (c) providing the banks or other lenders involved in the Financing financial and other information in their possession and reasonably requested with respect to the transactions contemplated by this Agreement, (d) reasonably assisting Parent in the preparation of the definitive documentation related to the Financing, and (e) directing its accountants and other advisors to cooperate with the banks or other lenders involved in the Financing to prepare materials and provide information reasonably requested by such banks or other lenders in connection with the Financing or any refinancing of the indebtedness incurred in connection with the transactions contemplated by this Agreement, including but not limited to, the preparation of financial statements with respect to Target necessary to produce pro forma financial statements and using reasonable best efforts to cause Ernst & Young LLP to deliver a customary “comfort letter” with respect to such financial statements and any offering document related to the Financing.
Assistance with Financing. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate with Purchaser and Parent (and use commercially reasonable efforts to cause the independent accounting firm retained by the Company to cooperate with Purchaser and Parent) in connection with the financing undertaken by Purchaser as contemplated in Section 4.5, including any debt financing and also including facilitating customary due diligence, arranging for senior officers of the Company to meet with prospective lenders, and in connection with the preparation of written offering materials used to complete such financings, to the extent information contained therein relates to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to pay any commitment or similar fees.
Assistance with Financing. In order to assist with the financing of the transactions contemplated hereby, the Company shall, to the extent requested in writing by Buyer and at Buyer's expense, reasonably cooperate with Buyer and use its commercially reasonable efforts to assist Buyer in obtaining the financing contemplated under the Commitment Letters. 39
Assistance 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, cooperate and take all reasonable actions as are necessary to consummate the financing of the Transactions, including, without limitation:
(a) At Parent's request, with respect to each of the Leased Premises within the United States, the Company shall use its reasonable best efforts to deliver to the Parent a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by the landlord, lessor and/or licensor of such Leased Premise, in each case, in form and substance reasonably acceptable to the Parent;
(b) At Parent's request, the Company shall furnish such financial statements as may be reasonably requested by Parent in connection with the financing of the Transactions;
(c) At Parent's request, the Company shall take or cause to be taken any other reasonable actions necessary to consummate the financing of the Transactions; and
(d) At Parent's request, the Company shall make senior officers of the Company and its Subsidiaries available for participation in meetings, due diligence sessions and road shows. Notwithstanding the foregoing, the Company shall not be required to take any action under this Section 5.16 that would be inconsistent with its obligations under the federal securities laws.
Assistance with Financing. 42 6.5 Government Filings; Consents........................ 43 6.6
