Consent to Use of Financial Statements; Financing Cooperation. The Company hereby consents to Parent’s inclusion of any audited or unaudited financial statements, including those contained in any Company SEC Documents, relating to and prepared by the Company reasonably requested by Parent to be used in any financing or any filings that Parent desires to make with the SEC. In addition, the Company will use reasonable best efforts, at Parent’s sole cost and expense, to obtain customary comfort letters from PricewaterhouseCoopers LLP regarding financial statements of the Company as reasonably requested by the lead underwriter(s) or initial purchaser(s) in connection with any registered or private offering or otherwise and to obtain the consent of PricewaterhouseCoopers LLP to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the Company will provide Parent such information regarding the Company’s business, and make available such personnel, as Parent may reasonably request in order to assist Parent in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The WPZ Parties hereby consent to the ACMP Group Entities’ use of and reliance on any audited or unaudited financial statements, including the WPZ Financial Statements, relating to the WPZ Group Entities reasonably requested by the ACMP Parties to be used in any financing or other activities of the ACMP Parties, including any filings that the ACMP Parties desire to make with the SEC. In addition, the WPZ Parties will use commercially reasonable efforts, at the ACMP Parties’ sole cost and expense, to obtain the consents of Ernst & Young LLP (with respect to the consolidated financial statements of WPZ) and Deloitte & Touche LLP (with respect to the financial statements of Gulfstream Natural Gas System, L.L.C.) to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the WPZ Parties will provide the ACMP Parties such information, and make available such personnel, as the ACMP Parties may reasonably request in order to assist any of the ACMP Group Entities in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The QEPM Parties hereby consent to the TLLP Group Entities’ use of and reliance on any audited or unaudited financial statements, including the QEPM Financial Statements, relating to the QEPM Group Entities reasonably requested by the TLLP Parties to be used in any financing or other activities of the TLLP Parties, including any filings that the TLLP Parties desire to make with the SEC. In addition, the QEPM Parties will use commercially reasonable efforts, at the TLLP Parties’ sole cost and expense, to obtain the consent of PriceWaterhouseCoopers to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the QEPM Parties will provide the TLLP Parties such information, and make available such personnel, as the TLLP Parties may reasonably request in order to assist any of the TLLP Group Entities in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The RRMS Parties hereby consent to the Parent Group Entities’ use of and reliance on any audited or unaudited financial statements, including the RRMS Financial Statements, relating to the RRMS Group Entities reasonably requested by the Parent Parties to be used in any financing or other activities of the Parent Parties permitted hereby, including any filings that the Parent Parties desire to make with the SEC. In addition, the RRMS Parties will use commercially reasonable efforts, at the Parent Parties’ sole cost and expense, to obtain the consents of BDO USA, LLP to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the RRMS Parties will provide the Parent Parties such information, and make available such personnel, as the Parent Parties may reasonably request in order to assist any of the Parent Group Entities in connection with financing activities permitted hereby, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The MLP Parties hereby consent to the Parent Group Entities’ use of and reliance on any audited or unaudited financial statements, including the MLP Financial Statements, relating to the MLP Group Entities reasonably requested by the Parent Parties to be used in any financing or other activities of the Parent Parties permitted hereby, including any filings that the Parent Parties desire to make with the SEC. In addition, the MLP Parties will use commercially reasonable efforts, at the Parent Parties’ sole cost and expense, to obtain the consent of KPMG LLP (with respect to certain consolidated financial statements of MLP) and Ernst & Young LLP (with respect to certain consolidated financial statements of MLP) to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the MLP Parties will provide the Parent Parties such information, and make available such personnel, as the Parent Parties may reasonably request in order to assist any of the Parent Group Entities in connection with financing activities permitted hereby, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The DM Parties hereby consent to the Parent Group Entities’ use of and reliance on any audited or unaudited financial statements, including the DM Financial Statements, relating to the DM Group Entities reasonably requested by the Parent Parties to be used in any financing or other activities of the Parent Parties permitted hereby, including any filings that the Parent Parties desire to make with the SEC. In addition, the DM Parties will use reasonable best efforts, at the Parent Parties’ sole cost and expense, to obtain the consents of Deloitte & Touche LLP to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the DM Parties will provide the Parent Parties such information, and make available such personnel, as the Parent Parties may reasonably request in order to assist any of the Parent Group Entities in connection with financing activities permitted hereby, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The Company hereby consents to Parent’s inclusion of any audited or unaudited financial statements, including those contained in any Company SEC Documents, relating to and prepared by the Company reasonably requested by Parent to be used in any financing or any filings that Parent desires to make with the SEC. In addition, the Company will use commercially reasonable efforts, at Parent’s sole cost and expense, to obtain customary comfort letters from PricewaterhouseCoopers LLP regarding financial statements of the Company as reasonably requested by the lead underwriter(s) or initial purchaser(s) in connection with any registered or private offering or otherwise and to obtain the consent of PricewaterhouseCoopers LLP to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the Company will use commercially reasonable efforts to provide Parent such information regarding the Company’s business, and make available such personnel, as Parent may reasonably request in order to assist Parent in connection with any financing activities, including any public offerings to be registered under the Securities Act or private offerings, if permitted under Section 5.2(b). Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (a) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 5.17 or in connection with any registered or private offering of Parent or (b) any information utilized in connection therewith (other than information provided by the Company and its Subsidiaries specifically for inclusion or incorporation by reference therein).
Consent to Use of Financial Statements; Financing Cooperation. The WPZ Parties hereby consent to the Parent Group Entities’ use of and reliance on any audited or unaudited financial statements, including the WPZ Financial Statements, relating to the WPZ Group Entities reasonably requested by the Parent Parties to be used in any financing or other activities of the Parent Parties permitted hereby, including any filings that the Parent Parties desire to make with the SEC. In addition, the WPZ Parties will use commercially reasonable efforts, at the Parent Parties’ sole cost and expense, to obtain the consents of Ernst & Young LLP (with respect to certain consolidated financial statements of WPZ) and PricewaterhouseCoopers LLP (with respect to certain consolidated financial statements of WPZ) and Deloitte & Touche LLP (with respect to the financial statements of Gulfstream Natural Gas System, L.L.C.) to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the WPZ Parties will provide the Parent Parties such information, and make available such personnel, as the Parent Parties may reasonably request in order to assist any of the Parent Group Entities in connection with financing activities permitted hereby, including any public offerings to be registered under the Securities Act or private offerings.
Consent to Use of Financial Statements; Financing Cooperation. The WMZ Parties hereby consent to the WPZ Group Entities’ use of and reliance on any audited or unaudited financial statements, including the WMZ Financial Statements, relating to the WMZ Group Entities reasonably requested by the WPZ Parties to be used in any financing or other activities of the WPZ Parties, including any filings that the WPZ Parties desire to make with the
Consent to Use of Financial Statements; Financing Cooperation. The MLP Parties hereby consent to the Buyer Group Entities’ use of and reliance on any audited or unaudited financial statements, including the MLP Financial Statements, relating to the MLP Group Entities reasonably requested by the Buyer Parties to be used in any financing or other activities of the Buyer Parties, including any filings that the Buyer Parties desire to make with the SEC. In addition, the MLP Parties will use commercially reasonable efforts, at the Buyer Parties’ sole cost and expense, to obtain comfort letters from KPMG LLP regarding information about the MLP Parties as reasonably requested by the lead underwriter(s) or initial purchaser(s) in connection with any registered or private offering or otherwise and to obtain the consent of KPMG LLP to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, the MLP Parties will provide the Buyer Parties such information, and make available such personnel, as the Buyer Parties may reasonably request in order to assist any of the Buyer Group Entities in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.
