Common use of Cooperation on Financing Matters Clause in Contracts

Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of Buyer, the Alta Mesa Parties shall use their commercially reasonable efforts to provide to Buyer, and shall use its commercially reasonable efforts to cause their Representatives, including legal and accounting representatives, to provide, in each case at Buyer’s sole expense (with respect to reasonable out-of-pocket expenses), all cooperation reasonably requested by Buyer that is customary in connection with completing any financing activities of Buyer, which commercially reasonable efforts shall include, among other things, (i) furnishing Buyer reasonably promptly following Buyer’s request, with information regarding the Alta Mesa Entities (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Alta Mesa Entities), to the extent reasonably available to the Alta Mesa Entities, (ii) causing the Alta Mesa Entities’ senior management and other representatives with appropriate seniority and expertise of the Alta Mesa Entities to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead-arrangers, bookrunners or agents for, and prospective lenders of, such financing), presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with such financing or maintenance activities, (iii) assisting with the preparation of materials for rating agency presentations, offering memoranda, and similar documents required in connection any such financing or maintenance activities, (iv) using commercially reasonable efforts to obtain legal opinions, auditor comfort letters and auditor consents reasonably requested by Buyer in order to consummate such financing or maintenance activities, (v) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer or any future or existing financing sources of Buyer or the Alta Mesa Entities to permit the consummation of such financing activities, (vi) assisting Buyer with the repayment, and release of any Liens upon repayment, of any outstanding Indebtedness of any Alta Mesa Entity and obtaining customary payoff letters with respect thereto, and (vii) cooperating with requests for due diligence to the extent customary and reasonable; provided, however, that no obligation of the Alta Mesa Entities under any agreement, certificate, document or instrument shall be effective until the Closing and none of the Alta Mesa Parties or any of their Representatives shall be required to pay any commitment or other fee or incur any other Liability prior to Closing in connection with any financing activities (other than with respect to expenses to be reimbursed in accordance with the first sentence of this Section 6.10). Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in the Trust Account, Buyer shall promptly, upon request by the Alta Mesa Entities, reimburse the Alta Mesa Entities for all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Alta Mesa Entities in connection with the cooperation of the Alta Mesa Entities contemplated by this Section 6.10 and shall indemnify and hold harmless the Alta Mesa Parties, their Subsidiaries, the Contributor and its Representatives and Affiliates from and against any and all losses, damages, claims, costs or out-of-pocket expenses suffered or incurred by any of them in connection with any financing activities of Buyer and any information used in connection therewith, except for Liabilities of the Alta Mesa Parties to the extent they resulted from information provided by the Alta Mesa Parties or any of their Subsidiaries specifically for use in connection with such financing activity containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The obligations of Buyer in this Section 6.10 shall survive Closing.

Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of Buyer(including the Debt Financing and the Buyer Equity Financing) (collectively, the Alta Mesa Parties “Financing Activities”), Royal, the Contributors and the Royal Entities shall use their commercially reasonable efforts to provide to BuyerBuyer and the Partnership, and Royal, the Contributors and Royal Entities shall use its their commercially reasonable efforts to cause their Affiliates and Representatives, including legal and accounting representatives, to provide, in each case at Buyer’s sole expense (with respect provide to reasonable out-of-pocket expenses)Buyer and the Partnership, all cooperation reasonably requested by Buyer or the Partnership that is customary in connection with completing any financing activities of BuyerFinancing Activities, which commercially reasonable efforts shall include, among other things, (i) furnishing Buyer and the Partnership reasonably promptly following Buyer’s request, with information regarding the Alta Mesa Royal Entities (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Alta Mesa Royal Entities), to the extent reasonably available to the Alta Mesa Entities) customary for such Financing Activities, (ii) causing the Alta Mesa Entities’ senior management and other representatives each of their Representatives with appropriate seniority and expertise of the Alta Mesa Entities to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead-arrangers, bookrunners or agents for, and prospective lenders of, for such financingFinancing Activities), presentations, due diligence sessions, sessions and drafting sessions and sessions with rating agencies in connection with such financing or maintenance activitiesFinancing Activities, (iii) assisting with the preparation of materials for rating agency marketing materials, lender presentations, offering memoranda, bank information memoranda and similar documents required in connection any such financing or maintenance activitiesFinancing Activities, (iv) (x) using commercially reasonable efforts to obtain legal opinionsopinions and consents of auditors for use of their reports in any materials relating to any such Financing Activities and (y) executing and delivering any pledge and security documents, auditor comfort letters and auditor consents guarantees, currency or interest rate hedging arrangements, other definitive financing documents or other certificates or documents as may be reasonably requested by Buyer or the Partnership (including a certificate of the chief financial officer (or Representative performing a corresponding function) of Royal or such Contributor or Royal Entity, as applicable, with respect to solvency matters) and (z) otherwise reasonably facilitating the pledging of collateral (including using commercially reasonable efforts to obtain third party consents and estoppels); provided, that, in order to consummate each case, the effectiveness of any such financing document, certificate, opinion or maintenance activitiespledge shall be conditioned on Closing, (v) providing reasonable assistance to Buyer and the Partnership in connection with the preparation of pro forma financial information to be included in any marketing materials to be used in any Financing Activities, (vi) taking all actions that are reasonable, usual and customary to permit any Financing Sources to evaluate the current assets, cash management and accounting systems of the Royal Entities, and the policies and procedures relating thereto, for the purpose of establishing collateral arrangements, (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer Buyer, the Partnership or any future or existing financing sources Financing Sources of Buyer Buyer, the Partnership or the Alta Mesa Royal Entities to permit the consummation of such financing activitiesFinancing Activities, (viviii) assisting promptly furnishing to Buyer, the Partnership and their respective Financing Sources at least four (4) Business Days prior the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Royal Entities or their Subsidiaries, in each case reasonably requested by Buyer with at least nine (9) Business Days prior to the repaymentClosing Date, (ix) providing customary authorization letters authorizing the distribution of information to prospective Financing Sources and containing customary representations that the public side versions of such documents do not include material non-public information about the Royal Entities, their Subsidiaries or their respective securities, and release of any Liens upon repayment, of any outstanding Indebtedness of any Alta Mesa Entity and obtaining customary payoff letters with respect thereto, to the accuracy in all material respects of the information contained in the disclosure and the marketing materials and (viix) cooperating with requests for due diligence (including from any prospective Financing Sources) to the extent customary and reasonable; provided, however, that no obligation of the Alta Mesa Royal Entities under any agreement, certificate, document or instrument shall be effective until the Closing and none of the Alta Mesa Parties Royal Entities or any of their Representatives shall be required to pay any commitment or other fee or incur any other Liability prior to Closing in connection with any financing activities Financing Activities (other than with respect to expenses to be reimbursed in accordance with the first sentence of this Section 6.10). Subject to the limitations set forth in Section 11.1310.13, to the extent Buyer has any assets other than its interest in the Trust Account, Buyer shall promptly, upon request by the Alta Mesa Royal Entities, reimburse the Alta Mesa Royal Entities for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Alta Mesa Royal Entities in connection with the cooperation of the Alta Mesa Contributors and the Royal Entities contemplated by this Section 6.10 and shall indemnify and hold harmless the Alta Mesa Parties, Contributors and the Royal Entities and their Subsidiaries, the Contributor and its respective Representatives and Affiliates from and against any and all losses, damages, claims, costs or out-of-pocket expenses suffered or incurred by any of them in connection with any financing activities of Buyer Financing Activities and any information used in connection therewith, except for Liabilities of the Alta Mesa Parties to the extent they resulted from information provided by (x) the Alta Mesa Parties bad faith, gross negligence or willful misconduct of, or material breach of this Section 6.10 by, Royal, any Contributor, any Royal Entity or any of their Subsidiaries Representatives or Affiliate or (y) information provided by or on behalf of the Contributors or the Royal Entities specifically for use in connection with such financing activity Financing Activities containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The obligations of Buyer in this Section 6.10 shall survive Closing. During the Interim Period, Buyer shall provide the Royal Entities, upon request (but no more often than weekly) with updates regarding Buyer’s Financing Activities.

Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of Buyer, the Alta Mesa Parties Company shall use their its commercially reasonable efforts to provide to Buyer, and shall use its commercially reasonable efforts to cause their its Representatives, including legal and accounting representatives, to provide, in each case at Buyer’s sole expense (with respect to reasonable out-of-pocket expenses), all cooperation reasonably requested by Buyer that is customary in connection with completing any financing activities of Buyer, which commercially reasonable efforts shall include, among other things, (i) furnishing Buyer reasonably promptly following Buyer’s request, with information regarding the Alta Mesa Entities Company (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Alta Mesa Entities)Company) customary for such financing activities, to the extent reasonably available to the Alta Mesa EntitiesCompany, (ii) causing the Alta Mesa Entities’ Company’s senior management and other representatives with appropriate seniority and expertise of the Alta Mesa Entities Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead-lead arrangers, bookrunners or agents for, and prospective lenders of, such financing), presentations, due diligence sessions, drafting sessions and sessions with rating ratings agencies in connection with such financing or maintenance activities, (iii) assisting with the preparation of materials for rating agency presentations, offering memoranda, memoranda and similar documents required in connection any such financing or maintenance activities, (iv) using commercially reasonable efforts to obtain legal opinions, auditor comfort letters and auditor consents reasonably requested by Buyer in order to consummate such financing or maintenance activities, (v) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer or any future or existing financing sources of Buyer or the Alta Mesa Entities Company to permit the consummation of such financing activities, (vi) assisting Buyer with the repayment, and release of any Liens upon repayment, of any outstanding Indebtedness of the Company or any Alta Mesa Entity of its Subsidiaries and obtaining customary payoff letters with respect thereto, thereto and (vii) cooperating with requests for due diligence to the extent customary and reasonable; provided, however, that no obligation of the Alta Mesa Entities Company under any agreement, certificate, document or instrument shall be effective until the Closing and none of the Alta Mesa Parties Company or any of their its Representatives shall be required to pay any commitment or other fee or incur any other Liability prior to Closing in connection with any financing activities (other than with respect to expenses to be reimbursed in accordance with the first sentence of this Section 6.106.13). Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in the Trust Account, Buyer shall promptly, upon request by the Alta Mesa EntitiesCompany, reimburse the Alta Mesa Entities Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Alta Mesa Entities Company in connection with the cooperation of the Alta Mesa Entities Company contemplated by this Section 6.10 6.13 and shall indemnify and hold harmless the Alta Mesa PartiesCompany, their Subsidiaries, the Contributor and its their respective Representatives and Affiliates from and against any and all losses, damages, claims, costs or out-of-pocket expenses suffered or incurred by any of them in connection with any financing activities of Buyer and any information used in connection therewith, except for Liabilities of the Alta Mesa Parties Company to the extent they resulted from information provided by the Alta Mesa Parties or any of their Subsidiaries Company specifically for use in connection with such financing activity containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The obligations of Buyer in this Section 6.10 shall survive Closing.

Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of BuyerParent (including for these purposes the PIPE Transactions and the reduction or minimization of exercises of the Parent Stockholder Redemption Right), the Alta Mesa Parties Company shall use their commercially reasonable efforts to provide to BuyerParent, and shall use its commercially reasonable efforts to cause their its Representatives, including legal and accounting representatives, to provide, in each case at Buyerthe Company’s sole own expense (with respect to reasonable out-of-pocket expensesprovided that, if the Closing occurs and any such expenses remain unpaid at Closing, such expenses shall be Company Transaction Expenses), all cooperation reasonably requested by Buyer Parent that is customary in connection with completing any financing activities of BuyerParent, which commercially reasonable efforts shall include, among other things, (i) furnishing Buyer Parent reasonably promptly following BuyerParent’s request, with information regarding the Alta Mesa Company Entities (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Alta Mesa Company Entities), to the extent reasonably available to the Alta Mesa Company Entities, (ii) causing the Alta Mesa Company Entities’ senior management and other representatives with appropriate seniority and expertise of the Alta Mesa Company Entities to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead-arrangers, bookrunners or agents for, and prospective lenders of, such financing), presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with such financing or maintenance activities, (iii) assisting with the preparation of materials for rating agency presentations, offering memoranda, and similar documents required in connection any such financing or maintenance activities, (iv) using commercially reasonable efforts to obtain legal opinions, auditor comfort letters and auditor consents reasonably requested by Buyer Parent in order to consummate such financing or maintenance activities, (v) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer Parent or any future or existing financing sources of Buyer Parent or the Alta Mesa Company Entities to permit the consummation of such financing activities, (vi) assisting Buyer Parent with the repayment, and release of any Liens upon repayment, of any outstanding Indebtedness of any Alta Mesa Company Entity and obtaining customary payoff letters with respect thereto, and (vii) cooperating with requests for due diligence to the extent customary and reasonable; provided, however, that no obligation of the Alta Mesa Company Entities under any agreement, certificate, document or instrument shall be effective until the Closing and none of the Alta Mesa Company Parties or any of their Representatives shall be required to pay any commitment or other fee or incur any other Liability prior to Closing in connection with any financing activities (other than with respect to expenses to be reimbursed incurred in accordance with the first sentence of this Section 6.106.8). Subject to the limitations set forth in Section 11.13, to the extent Buyer Parent has any assets other than its interest in the Trust Account, Buyer shall promptly, upon request by the Alta Mesa Entities, reimburse the Alta Mesa Entities for all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Alta Mesa Entities in connection with the cooperation of the Alta Mesa Entities contemplated by this Section 6.10 and Parent shall indemnify and hold harmless the Alta Mesa Company Parties, their Subsidiaries, the Contributor and its Representatives and Affiliates from and against any and all losses, damages, claims, costs or out-of-pocket expenses suffered or incurred by any of them in connection with any financing activities of Buyer Parent and any information used in connection therewith, except for Liabilities of the Alta Mesa Parties Company Entities to the extent they resulted from information provided by the Alta Mesa Parties or any of their Subsidiaries Company Entities specifically for use in connection with such financing activity containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The obligations of Buyer Parent in this Section 6.10 6.8 shall survive Closing.