Common use of Certain Financing Matters Clause in Contracts

Certain Financing Matters. (a) From the date hereof until the Closing Date, Sellers shall (whether directly or through their respective Advisors) use their commercially reasonable efforts to provide all cooperation reasonably requested by Purchaser in connection with the Financing, at Purchaser’s sole expense, including by using commercially reasonable efforts to (i) furnish Purchaser on a reasonably timely basis with such documentation and information (including financial information) that Purchaser or Purchaser’s financing sources have reasonably requested in writing (including electronic correspondence) in connection with obtaining or consummating the Financing, (ii) assist with the preparations for (but not the execution of) the provision of guarantees and the pledging of collateral (it being understood that no such pledging of collateral will be made by any Seller or be effective until at or after the Closing), (iii) provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act and beneficial ownership regulations, at least three (3) Business Days prior to Closing, reasonably requested no later than five (5) Business Days prior to the Closing by Purchaser, and (iv) facilitate the taking of all actions reasonably requested by Purchaser in connection with the Financing; provided that (A) no personal liability shall be imposed on any of the Advisors, employees, officers or directors of Sellers involved in the foregoing cooperation, (B) Sellers will not be required to pay any commitment or other fees or expenses in connection with Purchaser’s debt financing, and (C) no Advisor, director or officer of any of Sellers shall be obligated to execute any documentation in connection with Purchaser’s debt financing unless continuing in such capacity after the Closing. (b) None of Sellers shall be required to take any action pursuant to this Section 6.7 that would subject it to actual or potential Liability for which it would not be indemnified hereunder or to bear any cost or expense or to pay any commitment or other fee or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to the Closing. Purchaser shall indemnify and hold harmless the Seller Parties from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with this Section 6.7 and any information utilized in connection therewith. Purchaser shall, promptly upon request by Exxxxx, reimburse Sellers for all reasonable out-of-pocket costs incurred by them in connection with this Section 6.7. (c) Notwithstanding this Section 6.7 or anything else in this Agreement, Purchaser acknowledges and agrees that (i) it is not a condition to the Closing or to any of Purchaser’s other obligations under this Agreement that Purchaser obtain the Financing. The Parties agree that this Section 6.7 (and not Section 6.6 or Section 6.8) sets forth Sellers’ sole obligations with respect to the Financing and (ii) the condition set forth in Section 7.2(b), as it applies to Sellers’ obligations under this Section 6.7, shall be deemed satisfied unless the failure to obtain the Financing is a direct result of Sellers’ knowing and material willful breach of their obligations under this Section 6.7.

Certain Financing Matters. (a) From Prior to the Closing (or the date hereof until on which the Closing Datewould occur but for a breach of this Section 5.8(a)), the Sellers shall (whether directly or through their respective Advisors) will use their commercially reasonable efforts to provide all cooperation reasonably requested by Purchaser in connection with either (1) procure from the Financinglenders under the Credit Facility, at Purchaser’s sole Buyer's expense, including a written waiver, in form and substance reasonably satisfactory to Buyer and the Sellers, that (A) will permit the transactions contemplated by using this Agreement to be consummated without an event of default or acceleration thereunder being caused thereby and (B) will permit the sale and transfer of the Purchased Interests and the contribution of the Contributed Interests to Buyer as contemplated by this Agreement and the receipt by the Sellers of the Purchase Price therefor free and clear of any Liens or other restrictions; or (2) cooperate with Buyer to obtain refinancing of all of the Partnership's existing indebtedness for borrowed money under the Credit Facility to the extent such indebtedness would otherwise be subject to acceleration upon consummation of the Closing absent the consent and waiver described in clause (1). (b) After the Closing (or the date on which the Closing would occur but for a breach of this Section 5.8(b)), Buyer will use commercially reasonable efforts to (i) furnish Purchaser on a take all actions required or permitted under the Senior Indenture, in form and substance reasonably timely basis with such documentation and information (including financial information) that Purchaser or Purchaser’s financing sources have reasonably requested in writing (including electronic correspondence) in connection with obtaining or consummating the Financing, (ii) assist with the preparations for (but not the execution of) the provision of guarantees and the pledging of collateral (it being understood that no such pledging of collateral will be made by any Seller or be effective until at or after the Closing), (iii) provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act and beneficial ownership regulations, at least three (3) Business Days prior to Closing, reasonably requested no later than five (5) Business Days prior satisfactory to the Closing Sellers, that will permit the transactions contemplated by Purchaserthis Agreement to be consummated without an event of default or acceleration thereunder being caused thereby. Without limiting the foregoing, Buyer will make a change of control repurchase offer and (iv) facilitate the taking of take all actions reasonably requested by Purchaser in connection with the Financing; provided that (A) no personal liability shall be imposed on any of the Advisors, employees, officers or directors of Sellers involved in the foregoing cooperation, (B) Sellers will not other steps as may be required to pay any commitment or other fees or expenses in connection with Purchaser’s debt financing, and (C) no Advisor, director or officer of any of Sellers shall be obligated to execute any documentation in connection with Purchaser’s debt financing unless continuing in such capacity after under the Senior Indenture following the Closing. (bc) None of Sellers shall be required to take any action pursuant to this Section 6.7 that would subject it to actual or potential Liability for which it would not be indemnified hereunder or to bear any cost or expense or to pay any commitment or other fee or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior Prior to the Closing. Purchaser , the Sellers shall indemnify and hold harmless cause the Seller Parties from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with this Section 6.7 and any information utilized in connection therewith. Purchaser shall, promptly upon request by Exxxxx, reimburse Sellers for all Partnership to use commercially reasonable out-of-pocket costs incurred by them in connection with this Section 6.7. (c) Notwithstanding this Section 6.7 or anything else in this Agreement, Purchaser acknowledges and agrees that (i) it is not a condition efforts to make effective the Closing or to any of Purchaser’s other obligations under this Agreement that Purchaser obtain the Financing. The Parties agree that this Section 6.7 (and not Section 6.6 or Section 6.8) sets forth Sellers’ sole obligations registration statement with respect to the Financing 8% Senior Notes due 2009 and the 9 1/4% Senior Discount Notes due 2009 of Bresnan Communications Group LLC. (iid) Buyer understands that consummation of the condition set forth transactions contemplated by this Agreement requires the prior consent of the lenders under the Credit Facility, and in the absence of such consent, Buyer would have to cause the Partnership and/or the Subsidiaries to refinance such facility at Closing and, subject to Section 7.2(b5.8(a), as it applies to Sellers’ obligations under this Section 6.7, shall no Seller will be deemed satisfied unless responsible for the failure to obtain such consent or to effect such refinancing, which shall be Buyer's responsibility to obtain. Buyer understands that the Financing is consummation of the transactions contemplated by this Agreement will constitute a direct result "change of Sellers’ knowing control" under the Senior Indenture and material willful breach as a result, a repurchase offer must be made following the Closing in accordance with the requirements of their obligations under this Section 6.7the Senior Indenture.

Certain Financing Matters. (a) From the date hereof until the Closing Date, Sellers shall (whether directly or through their respective Advisors) Purchaser will use their its commercially reasonable efforts to provide take, or cause to be taken, all cooperation reasonably requested by Purchaser in connection with actions necessary or advisable to satisfy on a timely basis all conditions applicable to the Financing that are within its control and, upon satisfaction of such conditions, to obtain the Financing, at Purchaser’s sole expense, including by using its commercially reasonable efforts to (ix) furnish satisfy on a timely basis all terms, covenants and conditions set forth in the Financing Commitments; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments; and (z) consummate the Financing on the terms and conditions set forth in the Financing Commitments at or prior to Closing. Purchaser shall keep the Company informed on a reasonably timely current basis with such documentation and information (including financial information) that Purchaser or Purchaser’s financing sources have reasonably requested in writing (including electronic correspondence) in connection with obtaining or consummating of the status of its efforts to arrange the Financing. If any Financing Commitments shall be terminated or cease to be available for any reason, or if any notice of termination shall be given thereunder, Purchaser will use its commercially reasonable efforts to secure alternative financing upon terms that are not less favorable to Purchaser than those set forth in the Financing Commitments as in effect on the date of this Agreement (ii) assist with any such alternative financing arrangement, the preparations for “Alternative Financing”). References to the Financing in this Section 8.3 shall include any Alternative Financing (but not the execution of) the provision of guarantees and the pledging of collateral (it being understood that no such pledging of collateral will be made by any Seller or be effective until at or after the Closing), (iiinew financing commitment related thereto) provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act and beneficial ownership regulations, at least three (3) Business Days prior to Closing, reasonably requested no later than five (5) Business Days prior to the Closing by Purchaser, and (iv) facilitate the taking of all actions reasonably requested by Purchaser entered into in connection accordance with the Financing; provided that (A) no personal liability shall be imposed on any of the Advisors, employees, officers or directors of Sellers involved in the foregoing cooperation, (B) Sellers will not be required to pay any commitment or other fees or expenses in connection with Purchaser’s debt financing, and (C) no Advisor, director or officer of any of Sellers shall be obligated to execute any documentation in connection with Purchaser’s debt financing unless continuing in such capacity after the Closingthis Section 8.3. (b) None In order to assist with obtaining the Financing, the Company shall provide such assistance and cooperation as Purchaser and its Affiliates may reasonably request, including, but not limited to, commercially reasonable cooperation in the preparation of Sellers shall be required to take any action pursuant to this Section 6.7 that would subject it to actual offering memorandum or potential Liability similar document, cooperating with initial purchasers, lenders, placements agents or arrangers, making senior management of the Company reasonably available for which it would not be indemnified hereunder customary “roadshow” and lender presentations and cooperation with prospective lenders in performing their due diligence, entering into customary agreements with underwriters, initial purchasers or to bear any cost or expense or to pay any commitment placement agents, performing environmental assessments, and entering into pledge and security documents, other definitive financing documents or other fee requested certificates or provide or agree to provide any indemnity in connection with the Financing or any documents, including a customary certificate of the foregoing prior chief financial officer of the Company with respect to the Closing. Purchaser shall indemnify solvency matters, comfort letters of accountants, legal opinions and hold harmless the Seller Parties from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with this Section 6.7 and any information utilized in connection therewith. Purchaser shall, promptly upon request by Exxxxx, reimburse Sellers for all reasonable out-of-pocket costs incurred by them in connection with this Section 6.7real estate title documentation. (c) Notwithstanding this Section 6.7 or anything else in this AgreementThe debt financing sources under the Financing Commitments (and their respective Affiliates and their and their respective Affiliates’ officers, Purchaser acknowledges directors, employees, shareholders, representatives and agrees that agents) (icollectively, the “Debt Financing Sources”) it is shall not a condition have any Liability to the Closing or to any of Purchaser’s other obligations Company under this Agreement that Purchaser obtain the Financing. The Parties agree that this Section 6.7 (and not Section 6.6 or Section 6.8) sets forth Sellers’ sole obligations with respect to the Financing and (ii) the condition set forth in Section 7.2(b), as it applies to Sellers’ obligations under this Section 6.7, shall be deemed satisfied unless the failure to obtain the Financing is a direct result of Sellers’ knowing and material willful breach of their obligations under this Section 6.7any transaction contemplated hereby.