Cooperation Regarding Financing. The Parties agree to cooperate with one another in obtaining the Developer’s Financing by providing one another with such information, certifications, assurances, opinions and by amending or modifying agreements, including this Agreement, as may be reasonably required in connection with such financing, provided, that neither Party shall be required to make amendments or modifications that substantially or materially change the rights or obligations of the Parties under this Agreement.
Cooperation Regarding Financing. Each party will reasonably cooperate in all material respects with efforts by the other party and its Affiliates to obtain financing, and shall coordinate and consult with each other in connection with any financial projections shown to lenders. The terms of the Transaction Documents among the parties shall be adjusted as reasonably required by any financing sources to a party or its Affiliates, provided that neither party shall be required to agree to any such amendments or adjustments that materially adversely affect the economic terms or benefits set forth in such documentation. Nothing in this Section 8.5 shall require a party to incur a material obligation or liability.
Cooperation Regarding Financing. Prior to the Closing Date, the Company shall, at the sole cost and expense of Buyer, use reasonable best efforts, and shall use reasonable best efforts to cause its Representatives to use their reasonable best efforts, to provide to Buyer all cooperation reasonably requested by Buyer in connection with the arrangement and syndication of its debt financing, including, at the reasonable request of Buyer, the following: (i) causing the Company’s management teams, at reasonable and mutually agreed times and upon reasonable notice, to participate in (including by preparing for) a reasonable number of in-person or telephonic meetings and due diligence sessions with prospective lenders, (ii) providing any required information reasonably available to the Company or its Representatives and necessary for the preparation of appropriate and customary materials for bank information memoranda and other customary marketing and syndication materials required in connection with debt financing, together with customary authorization letters to the financing sources of debt financing, (iii)
Cooperation Regarding Financing. Prior to the Closing, the Company shall provide to Parent and Purchaser, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause the respective officers and employees of the Company and the Company Subsidiaries (and reasonable commercial efforts to cause advisors, including legal and accounting advisors) to, provide to Parent and Purchaser cooperation reasonably requested by Parent in connection with the arrangement of the financing for the Transactions and related fees and expenses (the “Financing”) pursuant to the commitment letter, dated as of December 8, 2007, between JPMorgan Chase Bank, N.A. and Parent (the “Financing Commitment”), including (i) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing and the syndication thereof, (iii) to the extent reasonably available on customary terms and conditions, providing such comfort letters and legal opinions as can be delivered under the circumstances upon the reasonable request of Parent, (iv) providing monthly financial statements (excluding footnotes) to the extent the Company customarily prepares such statements in the ordinary course of its business, and (v) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Financing immediately prior to the Effective Time, and contingent on the occurrence of the Effective Time, to the extent direct borrowings or debt incurrences by the Company or the Company Subsidiaries are contemplated by the Financing Commitment; provided, however, that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company or the Company Subsidiaries or require the Company to agree to pay any fees, reimburse any expenses or give any indemnities prior to the Effective Time for which it is not reimbursed or indemnified under this Agreement or to the extent any third parties who are provided information about the Company in connection with the Financing Commitment are unwilling to provide a customary confidentiality agreement for the benefit of the Company or any other Person. Parent shall, promptly upon request by ...
Cooperation Regarding Financing. Contributor and the Relevant Contributees shall cooperate, in all commercially reasonable respects, with requirements of any lender regarding the Permitted Debt, provided that the Company shall reimburse Contributor for any costs incurred in connection therewith.
Cooperation Regarding Financing. The Seller or the Company, independently or jointly, have cooperated in good faith to any reasonable written request from the Purchaser and its advisors regarding a potential financing in connection with the Transaction within 48 hours after the receipt of such request (thereby understood that, depending on the request, a full answer might need more than forty-eight hours).
Cooperation Regarding Financing. From the date hereof through the Closing Date, the Sellers and the Company shall assist and cooperate with the efforts of the Buyer and its accountants, auditors, investment bankers and other Representatives in connection with the Buyer’s financing of the Contemplated Transaction, including preparing and promptly providing all financial statements (including but not limited to pro forma financial statements) and providing all comfort letters from their accountants in each case as reasonably requested by the Buyer. In connection therewith, the Company shall make reasonably available its officers to assist Buyer in (i) preparing any registration statement, offering memorandum or similar documents and all other prospectuses in connection therewith, and (ii) giving presentations with respect to the Business in connection with the Buyer’s financing of the transactions contemplated hereby, including presentations at road shows and to provide all other assistance reasonably requested in connection with such financing; provided that such assistance does not unreasonably interfere with the operation and conduct of the business and the affairs of the Company.
Cooperation Regarding Financing. HPC and the Xxxxxx Companies will cooperate in a commercially reasonable manner with Parent in connection with obtaining financing in connection with the consummation of the transactions contemplated by this Agreement, including (a) using (and causing the HPC Subsidiaries to use) commercially reasonable efforts to assist Parent in satisfying all conditions precedent to be satisfied by Parent in connection with such financing, (b) providing information regarding HPC and the Xxxxxx Companies that is reasonably requested by the financing sources and their representatives, (c) permitting the financing sources and their representatives access to HPC and the Xxxxxx Companies, respectively, (d) participating in meetings with prospective lenders, (e) participating in bank meetings in connection with the financing, (f) participating in drafting sessions related to any offering materials reasonably required for any such financing, and (g) causing members of their respective accounting firms to participate in drafting sessions related to the offering materials for such financing. For the avoidance of doubt, however, Parent’s obligations hereunder are not subject to financing.
Cooperation Regarding Financing. Seller agrees to use commercially reasonable efforts to provide information regarding the Company as requested by Purchaser and the Company in connection with and reasonably related to the initial debt financing of the Company following the Closing.
Cooperation Regarding Financing. Buyer agrees that it shall reasonably cooperate with Seller and its financing parties in connection with any financing or refinancing of all or a portion of the Facilities. In furtherance of the foregoing, as Seller or its financing parties request from time to time, Buyer agrees to (i) execute any consents to assignment or acknowledgements (including, without limitation, an acknowledgment for the benefit of one or more particular Financing Parties or prospective Financing Parties of the accommodations set forth in this Article 16), (ii) deliver such estoppel certificates as an existing or prospective Financing Party may reasonably require, (iii) furnish such information as Seller and its financing parties may reasonably request and (iv) provide such opinions of counsel as may be reasonably requested by Seller and/or an existing or prospective Financing Party in connection with a financing, refinancing or sale of one or more of the Facilities.
