Cooperation; Brookfield Debt Terms Sample Clauses

Cooperation; Brookfield Debt Terms. (a) The Brookfield Member shall, subject to compliance with applicable Law, use commercially reasonable efforts to take or cause to be taken all such actions as may be necessary to consummate the Transfer of the Forced Transfer Units, the Called Units or the Brookfield Called Equity, as applicable, to the Intel Member or its designee, including executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents and any other documents or instruments. At the closing of the purchase of the Forced Transfer Units, the Called Units or Brookfield Called Equity, as applicable, the Brookfield Member shall deliver or cause to be delivered the certificates, if any, evidencing the number of Forced Transfer Units, Called Units or Brookfield Called Equity, as applicable, to be purchased by the Intel Member or its designee, accompanied by Unit powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are reasonably necessary or requested by the Intel Member or its designee (as applicable) or, in the case of a Forced Company Sale, the Transferee of the Forced Transfer Units in order to transfer to the Intel Member or its designee (as applicable) or such Transferee good title to the Forced Transfer Units, the Called Units or Brookfield Called Equity, as applicable, to be transferred, free and clear of all Liens other than those imposed under this Agreement or, in the case of Brookfield Called Equity, relating to Indebtedness to remain outstanding in accordance herewith. (b) The Brookfield Member shall use commercially reasonable efforts to cause the general terms and conditions of Transferable Liabilities, including with respect to prepayment rights, to be consistent with market terms for financings of the type contemplated by the Transaction Documents as of the date of this Agreement, and shall use commercially reasonable efforts to cause the terms and conditions of the Transferable Liabilities to permit a transfer of the Brookfield Member to the Intel Member or its designee (as applicable) without penalty, premium or modification of such terms or conditions (other than administrative matters associated with such transfer, including the execution of a pledge of the equity in the Brookfield Member by the Intel Member or its designee (as applicable)). Without limiting the foregoing, the Brookfield Member shall use commercially reasonable efforts to cause its financing to be prepayable without ...