Common use of Cooperation; Consultation Clause in Contracts

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with the PIPE Investment, any Alternative PIPE Investment and any other financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Share Exchange Closing, each of the Company on the one hand and the Acquiror Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or and the Acquiror Parties shall be subject to the partiesCompany’s and the Acquiror Parties’ mutual agreement), including (if mutually agreed by the partiesCompany and the Acquiror Parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror OmniLit shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror OmniLit shall be subject to the parties’ mutual agreement), including (if mutually agreed by the partiesparties and subject to Pandemic Measures) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorOmniLit, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Merger Closing, each of the Company Group Companies and Acquiror the Shareholders on the one hand and SPAC on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the parties Transaction Financings) the Parties mutually agree to seek in connection with the transactions contemplated by this Agreement Transactions (it being understood and agreed that the consummation of any such financing financings by the Company Group Companies, SPAC or Acquiror the Sponsor shall be subject to the mutual agreement of such parties’ mutual agreement), including (if mutually agreed by the partiesGroup Companies and SPAC) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company Group Companies and its their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the CompanyGroup Companies, Acquiror, SPAC or their respective auditors.

Cooperation; Consultation. (a) Prior to the Amalgamation Closing, each of the Company Company, PubCo, Amalgamation Sub and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the PIPE Investment) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company Company, PubCo, Amalgamation Sub or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the PIPE Investment) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Acquisition Closing, each of the Company Company, PubCo, Merger Sub 1, Merger Sub 2 and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, respective Representatives to reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company Company, PubCo, Merger Sub 1, Merger Sub 2 or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the partiesParties’ mutual agreement), including (if mutually agreed by the partiesParties) (a) by providing such information and assistance as the other party Party may reasonably request, (b) granting such access to the other party Party and its representatives Representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Closing, each of the Company on the one hand and Acquiror the Purchaser Parties on the other, shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the Transaction Financing) the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror and the Purchaser Parties shall be subject to the partiesCompany’s and the Purchaser Parties’ mutual agreement), including (if mutually agreed by the partiesCompany and the Purchaser Parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorParent, or their respective auditors.. 74

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, diligence and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the partiesparties and subject to COVID-19 Measures) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company Parties and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company Parties or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the partiesparties and subject to COVID-19 Measures) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company Parties and its their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the CompanyCompany Parties, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Backstop Commitment and the Forward Purchase Commitment, the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of HoldCo, the Company and Acquiror SPAC shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by HoldCo, the Company or Acquiror SPAC shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (a) by providing such information and assistance as the other party parties may reasonably request, (b) granting such access to the other party parties and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of HoldCo, the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of HoldCo, the Company, AcquirorSPAC, or their respective auditors.

Cooperation; Consultation. (a) Prior to the Closing, each of the Company Company, MultiplAI, Merger Sub and Acquiror SPAC shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, respective Representatives to reasonably cooperate in a timely manner in connection with any financing arrangement that SPAC and the parties Company mutually agree to seek in connection with the transactions contemplated by this Agreement Transactions (it being understood and agreed that the consummation of any such financing by the Company Company, MultiplAI, or Acquiror SPAC shall be subject to the parties’ mutual agreementagreement of the Company, MultiplAI and SPAC), including (if mutually agreed by the partiesCompany, MultiplAI and SPAC) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such reasonable access to the other party and its representatives Representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of the Company Company, MultiplAI and its their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorMultiplAI, SPAC, or their respective auditors.

Cooperation; Consultation. (a) Prior to ClosingDuring the Interim Period, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Private Placement Investment, the consummation of any such financing by the Company or Acquiror shall be subject to the partiesParties’ mutual agreement), including (if mutually agreed by the partiesParties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.. 92

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the PIPE Investment, the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closingthe Amalgamation Effective Time, each of the Company and Acquiror Parties shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement (including the parties PIPE Investment) the Parties mutually agree to seek in connection with the transactions contemplated by this Agreement Transactions (it being understood and agreed that the consummation of any such financing by the Company Group Companies, Parent or Acquiror Amalgamation Sub shall be subject to the partiessuch Parties’ mutual agreement), including (if mutually agreed by the partiessuch Parties) (ai) by providing such information and assistance as the other party Party may reasonably request, (bii) granting such access to the other party Party and its representatives Representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives Representatives of Parent and the Company and its Subsidiaries Group Companies at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, AcquirorParent, or their respective auditors.

Cooperation; Consultation. (a) Prior to ClosingDuring the Interim Period, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that that, other than the Private Placement Investment, the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions and due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

Cooperation; Consultation. (a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (ai) by providing such information and assistance as the other party may reasonably request, ; (bii) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, ; and (ciii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.