Cooperation with Financing Efforts. Purchaser and Holding shall reasonably cooperate with Seller’s efforts in obtaining and maintaining financing on a non-recourse (or other) basis for the Plant. Without limiting the generality of the foregoing, Purchaser and Holding shall: (i) execute such documents (including consent agreements and legal opinions) as Seller or the Lenders will reasonably request in view of obtaining and maintaining such financing whereby Purchaser and/or Holding (a) certify to the Lenders that this Agreement is in full force and effect and has not been modified or amended and that there are no defaults under this Agreement by Purchaser or Holding or, to Purchaser’s or Holding’s knowledge, by Seller (except, in each case, as specifically stated in such certification), (b) represent and warrant to the Lenders that this Agreement is enforceable against Purchaser and Holding, (c) consent to the collateral assignment of this Agreement to the Lenders as security for the debt relating to the Plant, (d) agree to make payments to accounts as notified by Seller from time to time, (e) agree to give the Lenders notice of and a reasonable opportunity to cure any defaults of Seller under this Agreement, and (f) clarify provisions of this Agreement as reasonably requested by the Lenders or Seller without increasing Purchaser’s or Holding’s liability hereunder; (ii) accompany Seller on a reasonable number of presentations to potential Lenders; and (iii) provide information (including financial information and, as requested by the Lenders from time to time, the names of all Iron Ore Suppliers) about Purchaser and Holding as the Lenders may reasonably request. Seller shall reimburse each of Purchaser and Holding for its reasonable and documented out-of-pocket costs and expenses incurred in connection with actions taken pursuant to this Section 12.16, including reasonable fees and expenses of outside counsel retained to provide a legal opinion as contemplated by clause (i) above.
Cooperation with Financing Efforts. The Seller shall, at the Purchaser’s sole cost and expense, provide all cooperation reasonably requested by the Purchaser (that is customary) in connection with the Purchaser’s obtaining any financing required to consummate the Transactions (provided, that such requested cooperation shall not interfere unreasonably with the business or operations of the Seller), including (i) delivering to the Purchaser (and/or assisting the Purchaser to prepare) reasonable due diligence materials pertaining to the Purchased Assets and requested by the Purchaser’s lenders or their representatives (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of the Purchaser and the Purchased Assets which is customary for such financing or reasonably necessary for the completion of such financing by such lenders, to the extent reasonably requested by Purchaser) and (ii) cooperating with Purchaser’s efforts to obtain Financing Amendments.
Cooperation with Financing Efforts. Each Party shall cooperate with the other Party’s efforts in obtaining and maintaining financing on a non-recourse (or other) basis. Without limiting the generality of the foregoing, each Party shall execute such documents (including consents, direct agreements, certificates and legal opinions) as the other Party or such other Party’s Financing Parties may reasonably request in connection with Buyer’s efforts to obtain and maintain such financing.
Cooperation with Financing Efforts. The Company agrees to provide, and will cause each of its Subsidiaries and their respective officers, employees and advisors to provide, reasonable cooperation in connection with the arrangement of any financing in respect of the transactions contemplated by this Agreement, including, without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including comfort letters of accountants, legal opinions and real estate title documentation as may reasonably be requested by Xxxxxxx, Parent or Purchaser. ARTICLE VII
Cooperation with Financing Efforts. Buyer’s obligations hereunder are in no way contingent upon receiving financing from any third party for any portion of the Purchase Price. Notwithstanding the foregoing, Seller acknowledges that Buyer is entitled to finance any part of its acquisition of the Property and, provided that Seller incurs no additional liability as a result, Seller agrees to reasonably cooperate with Buyer in Buyer’s efforts to obtain financing, including, without limitation, assisting Buyer in (i) securing subordination, non-disturbance and attornment agreements from the Tenant, and (ii) obtaining endorsements to the Title Policy to the extent required by Buyer’s lender.
Cooperation with Financing Efforts. To the extent permitted by law, Buyer shall cooperate with Seller’s efforts in obtaining and maintaining financing on a non-recourse (or other) basis for the Facility. Without limiting the generality of the foregoing, Buyer shall:
(a) execute such documents (including consent agreements and legal opinions) as Seller or any Lender may reasonably request in connection with such financing including: (i) certifying to the Lender(s) that this Agreement is in full force and effect and has not been modified or amended and that there are no defaults under this Agreement to Buyer’s knowledge (except, in each case, as specifically stated in such certification) (ii) representing and warranting to the Lender(s) that this Agreement is enforceable against Buyer, (iii) consenting to the collateral assignment of this Agreement to the Lender(s) as security for the debt relating to the Facility,
Cooperation with Financing Efforts. The Company agrees to provide, and will cause each of the Subsidiaries and its and their respective officers, employees and advisors to provide, reasonable cooperation in connection with the arrangement of any financing in respect of the transactions contemplated by this Agreement, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a customary certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants, legal opinions and real estate title documentation as may be reasonably requested by Purchaser.
Cooperation with Financing Efforts. (a) The Company agrees to provide, and will cause the Company Subsidiaries and its and their respective officers, employees and advisors to provide, reasonable cooperation in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the Effective Time in respect of the transactions contemplated by this Agreement, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a customary certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants, legal opinions and real estate title documentation as may be reasonably requested by Merger Sub. In addition, in conjunction with the obtaining of any such financing and in addition to the Company's obligations pursuant to Section 6.10, the Company agrees, at the request of Merger Sub, to call for prepayment or redemption, or to repay, redeem and/or renegotiate, as the case may be, any other existing indebtedness of the Company; provided that no such prepayments or redemptions shall themselves actually be made until contemporaneously with or after the Effective Time and the Company shall not be required to make any call for redemption or prepayment that is irrevocable when made.
(b) In addition, the Company agrees to use its best efforts to cause its fiscal year end audit to be completed by December 20, 1999.
Cooperation with Financing Efforts. The Company agrees to provide, and will cause each of its Subsidiaries and their respective officers and employees to provide, and will use its commercially reasonable efforts to cause its advisors to provide, reasonable cooperation in connection with the arrangement of any financing in respect of the transactions contemplated by this Agreement, including, without limitation:
(a) participating in meetings, due diligence sessions, road shows, sessions with rating agencies, and reasonable cooperation with the marketing efforts of Murdock, Parent or Purchaser for all or any portion of the Debt Financing (including providing related documentation and materials reasonably requested by Xxxxxxx, Parent or Purchaser, acting at the request of the Financing Sources, in connection with the foregoing activities);
(b) preparing of offering memoranda, private placement memoranda, prospectuses, rating agency presentations, bank syndication materials, road show presentations and similar documents (including providing all financial statements, forecasts, projections and other forwardlooking financial information and other information that is required by the conditions in paragraphs 6 and 7 in Exhibit E of the Debt Commitment Letter (the “Required Information”)), or may be reasonably requested under the Debt Commitment Letter; it being understood that the Company shall not be required to prepare financial statements or financial or other information, or information in a particular form, that it does not currently prepare in the ordinary course of business if to do so would be unduly burdensome on the Company;
(c) executing and delivering any customary credit agreements and other loan documentation, indentures, purchase or underwriting agreements pledge and security agreements, and customary closing certificates in connection with the Debt Financing, provided that neither the Company nor any of its Subsidiaries shall be required to enter into any such agreement prior to the Effective Time;
(d) using commercially reasonable efforts to obtain customary comfort letters of accountants of the Company upon completion of customary procedures in connection with the Debt Financing;
(e) cooperating with Xxxxxxx’x, Xxxxxx’s or Purchaser’s efforts to obtain legal opinions and title insurance as reasonably requested by Xxxxxxx, Parent or Purchaser;
(f) requesting customary payoff letters, Lien searches, Lien terminations, collateral releases, mortgage terminations, control agreement ter...
Cooperation with Financing Efforts. The Seller shall, at the Purchaser’s sole cost and expense, provide all cooperation reasonably requested by the Purchaser (that is customary) in connection with the Purchaser’s obtaining any financing required to consummate the Transactions (provided, that such requested cooperation shall not interfere unreasonably with the business or operations of the Seller), including delivering to the Purchaser (and/or assisting the Purchaser to prepare) reasonable due diligence materials pertaining to the Purchased Assets and requested by the Purchaser’s lenders or their representatives (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of the Purchaser and the Purchased Assets which is customary for such financing or reasonably necessary for the completion of such financing by such lenders, to the extent reasonably requested by Purchaser).
