Company Cooperation with Financing Sample Clauses

Company Cooperation with Financing. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), subject to the limitations set forth in this Section 6.14(B), and unless otherwise agreed by Buyer, the Company will, and will cause its Subsidiaries to, and will use reasonable best efforts to cause its and their respective Representatives to, use reasonable best efforts to cooperate with Buyer as reasonably requested by Buyer in connection with Buyer’s arrangement of the Debt Financing at Buyer’s sole cost and expense. Such cooperation will include using reasonable best efforts to:
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Company Cooperation with Financing. (a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Article 8, subject to the limitations set forth in this Section 6.15, solely to the extent as is reasonably necessary and customary and reasonably requested in writing by Parent and subject to the limitations set forth in Section 6.15(b) below, the Company agrees to use reasonable best efforts to provide (except to the extent it would be reasonably expected to unreasonably interfere with the ongoing operations of the Acquired Companies), at Parent’s and Merger Sub’s sole cost and expense, such commercially reasonable cooperation reasonably requested by Parent in writing (which may be by email) that is customary for debt financings of this type in connection with the Debt Financing or any Alternative Financing (in accordance with Section 6.14(b)), including, to the extent reasonably customary and reasonably requested in writing (which may be by email) by Parent and at Parent’s and Merger Sub’s sole cost and expense, using reasonable best efforts to:
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Related to Company Cooperation with Financing

  • Company Cooperation The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.

  • Financing Cooperation Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted under applicable Law, except for (1) the right of Seller to seek and recover either (A) monetary damages from OpCo Purchaser (or the OpCo Purchaser Equity Investors pursuant to and in accordance with the terms of the OpCo Purchaser Limited Guarantee) in respect of any Losses of the Seller or any of its Related Parties up to the amount of the Maximum Liability Amount in the aggregate pursuant to the terms and conditions of this Section 29(a) (Limitation of Liabilities), (B) (i) the OpCo Regulatory Termination Fee (plus any interest thereon) and (ii) the Enforcement Costs, if when and as due, pursuant to Section 14(c)(iv), or (C) the reimbursement and indemnification obligations, if, when and as due pursuant to Section 5(i)(iv) (Financing Cooperation); provided that in no event shall amounts recoverable pursuant to (x) the foregoing clauses (A) or (C) be in excess of the Maximum Liability Amount and (y) the foregoing clause (B) be in excess of the Maximum Liability Amount, and in no event shall Seller or any of its Related Parties be entitled to recover any amounts pursuant to both of the foregoing clauses (A) and (B), (2) the rights of Seller under the OpCo Confidentiality Agreement, (3) the rights of Seller to specific performance to cause OpCo Purchaser to enforce the OpCo Purchaser Equity Commitment Letter in accordance with, and subject to, the terms and conditions thereof, (4) the rights of Seller against each OpCo Purchaser Equity Investor under, if, as and when permitted pursuant to the terms and conditions of the OpCo Purchaser Limited Guarantee, (5) the rights of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) (Specific Performance), (6) from and after Closing, the rights of the Indemnified Parties relating to indemnification pursuant to Section 20 (Survival;

  • Cooperation with Voting Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture.

  • Cooperation with Litigation During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), Executive agrees to cooperate with and make himself readily available to the Company, the Company’s Chief Legal Officer (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

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