Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all reasonable and customary cooperation as may be reasonably requested by Parent to assist Parent in the arrangement and consummation of any debt financing obtained in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Such cooperation shall include (i) preparing and furnishing all financial and other pertinent information that is available regarding the Company and its Subsidiaries that is reasonably requested by Parent and that is required in connection with or proper for the Debt Financing or customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that no member of the Company Group will be required to provide any information or assistance with respect to the preparation of pro forma financial statements and forecasts of financing statements, including relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments whether or not directly related to the acquisition of the Company Group; (ii) if reasonably requested by Parent, upon reasonable prior notice and at times and locations to be mutually agreed, participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with rating agencies, (iii) reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (iv) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing and (iv) promptly furnishing (but in no event later than three (3) Business Days prior to the Closing Date) Parent and any lenders involved in such Debt Financing with all documentation and other information about the Company ...
Cooperation with Debt Financing. Prior to the Effective Time, and in all cases subject to the limitations set forth herein, the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, use its and their respective reasonable best efforts to provide Parent, at Parent’s sole cost and expense, with such reasonable and customary cooperation as may be reasonably requested by Parent to assist the Buyer Parties in arranging the Debt Financing, including using reasonable best efforts to: (i) cause members of management, with appropriate seniority and expertise, of the Company to participate in a reasonable number of meetings and presentations with actual or prospective lenders, road shows and sessions with rating agencies (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms), in each case, upon reasonable advance notice, at reasonable times and locations to be mutually agreed; (ii) provide reasonable assistance to Parent in the preparation of customary rating agency presentations, bank information memoranda, lender presentations and similar documents, including the execution and delivery of customary authorization letters authorizing the distribution of information to prospective lenders with respect to the Company, its Subsidiaries and their securities (including with respect to the absence of material non-public information in the public side version of documents distributed to prospective lenders and a “10b-5” representation), in each case, solely as required in connection with the Debt Financing and customarily used to arrange transactions similar to the Debt Financing by companies of a comparable size in a comparable industry as the Company; provided, however, that (A) no member of the Company Group will have responsibility for the preparation of any pro forma financial statements, forecasts of financing statements, or projections; and (B) all such authorization letters and materials related thereto (1) shall include or otherwise expressly incorporate language that exculpates the Company Group, its Affiliates and its and their respective Representatives from any liability in connection with the unauthorized use or misuse by the recipients thereof of all such presentations, memoranda and other materials and documents and information set forth therein, and (2) shall have been previously identified to, and provided to, the Company and the Company and its Representatives...
Cooperation with Debt Financing. The Company shall have performed the obligations and satisfied the requirements set forth on Annex A with respect to the Debt Financing.
Cooperation with Debt Financing. In addition to the other obligations set forth in this Agreement, Progress Energy, Progress Fuels, the Companies and the Subsidiaries will cooperate with Holdings in connection with its arrangement of, and negotiation of agreements with respect to, the debt financing contemplated by Holdings, including (a) by making available to Holdings and such financing sources and their representatives, personnel (including for participation in road shows), documents and information of the Companies and the Subsidiaries as may reasonably be requested by Holdings or such financing sources, (b) by instructing the independent accountants of the Companies to deliver a comfort letter in customary form in connection with any public debt, and (c) if applicable, by similarly cooperating with financing sources in connection with the offering and/or syndication of any such financing. In connection with any such debt financing, Holdings will notify its financing sources that neither Progress Energy nor Progress Fuels is making any representations or warranties in connection with such financing or otherwise taking responsibility for the information presented.
Cooperation with Debt Financing. The Company and the Surviving Company shall use their reasonable best efforts to, and shall cause their Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide such cooperation in connection with the arrangement of any debt financing for the Surviving Company or any of its Subsidiaries as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective debt financing sources and investors to the Surviving Company, their Affiliates and each of their respective Representatives, on the other hand; provided that, notwithstanding anything in this Agreement to the contrary, (a) the Company shall be deemed to have complied with this Section 5.12 for all purposes of this Agreement (including Article VI) unless the failure to obtain such debt financing results from the Company’s Willful Breach of its obligations under this Section 5.12) and (b) any action taken by the Company or any of its Subsidiaries or their respective Representatives at the request of Parent pursuant to this Section 5.12 shall be deemed to be permitted by Section 5.01(b)(xiv) and Section 5.02(a).
Cooperation with Debt Financing. (a) Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to and its and their respective Representatives to, use reasonable best efforts to provide to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such reasonable cooperation as is reasonably requested by Parent in connection with the arrangement of the Debt Financing, including: (i) (x) furnishing Parent and Merger Sub (and Parent and Merger Sub may then furnish to applicable Financing Sources) as promptly as practicable following the Agreement Date with the Required Financial Information and (y) using reasonable best efforts to furnish any other information related to the Company Group customarily delivered by a borrower and necessary for the preparation of a customary confidential information memorandum and other marketing materials used in financings of the type contemplated by the Debt Financing;
Cooperation with Debt Financing. During the Interim Period, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use their reasonable best efforts to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of any debt financing that Parent or Merger Sub may incur for the purpose of funding the transactions contemplated by this Agreement, which may include one or more loan financings, private or public offerings and sales of notes, or any other private or public financings or offers and sales of other debt securities, or any combination thereof (any such financing, the “Debt Financing”), including using reasonable best efforts to: (i) at reasonable times and locations and upon reasonable prior notice, participate in a reasonable number of meetings, due diligence sessions (including accounting due diligence sessions), drafting sessions, presentations, “road shows” and sessions with prospective financing sources, investors and ratings agencies, including direct contact between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand; (ii) reasonably cooperate with the marketing efforts of Parent and the Debt Financing Sources, in each case in connection with the Debt Financing, including by
Cooperation with Debt Financing. In the event that Purchaser obtains debt financing for any of the transactions contemplated by this Agreement, Sellers shall, and shall cause their respective Representatives to, provide Purchaser and its Affiliates with such assistance and cooperation as Purchaser and its Affiliates may reasonably request in connection with obtaining such debt financing, including (a) cooperating with prospective lenders in performing their due diligence, (b) furnishing customary payoff letters, lien terminations and instruments of discharge with respect to the Purchased Assets, in each case, effective as of or prior to the Closing Date, and (c) assisting in the preparation and delivery of the definitive financing documentation and other documents and instruments to be delivered at the closing of such debt financing, including closing certificates, schedules, legal opinions, real estate title documentation and landlord waivers and estoppels.
Cooperation with Debt Financing. Prior to the Closing, the Company shall, and shall cause Company Subsidiaries to, reasonably cooperate with the arrangement by Parent of debt financing as may be reasonably requested by Parent, including: (i) participation in meetings, drafting sessions, rating agency presentations; (ii) furnishing Parent and its lenders with pertinent information regarding the Company and Company Subsidiaries as is customary in connection with debt financing for transactions of this type; and (iii) assisting Parent and its lenders in the preparation of (A) a customary bank information memorandum; and (B) materials for rating agency presentations; provided, that the Company shall not be required to pay any commitment or other similar fee or incur any other liability in connection with such cooperation; and provided, further, that the effectiveness of any documentation executed by the Company or any of the Company Subsidiaries with respect thereto shall be subject to the consummation of the Merger. Parent acknowledges and agrees that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, or incur any liability to any person under or in connection with, the arrangement of the debt financing that Parent may raise in connection with the transactions contemplated by this Agreement.
Cooperation with Debt Financing. Prior to the Effective Time, the Company will use its reasonable best efforts to, and will use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives to, do the following:
