Common use of Cooperation with Pledge or Sale by Settling Claimants Clause in Contracts

Cooperation with Pledge or Sale by Settling Claimants. Each of the El Paso Settling Parties covenants and agrees that the Settlement Fund shall have the right, upon ninety (90) days prior written notice to, but without the consent of, El Paso Corporation, any other El Paso Settling Party, or any El Paso Pledgor, to sell, pledge or otherwise assign or convey in a Monetization or otherwise any or all of its interest in the Deferred Payments, together with its rights in the related Collateral, to one or more third parties. El Paso Corporation agrees to cooperate, and shall cause each El Paso Settling Party and El Paso Pledgor to cooperate, reasonably and in good faith in connection with any such transaction, including, without limitation, (i) executing such additional documents, instruments, or agreements to reaffirm or separately evidence the Deferred Payments, (ii) causing to be delivered to any such third parties any notices, certificates or other documents required to be delivered by the El Paso Pledgors under the Security Documents, and (iii) delivering to such third parties customary estoppel certificates or acknowledgements, acknowledging the sale, pledge or assignment to such third parties. The Settlement Fund shall bear the cost thereof, including reasonable attorneys’ fees and other out-of-pocket costs incurred by any El Paso Settling Party or any El Paso Pledgor. Each Settling Claimant whose interests in the Settlement Fund are so transferred shall promptly reimburse the Settlement Fund its pro rata share of such fees and costs. To ensure prompt payment of such amounts, the Settling Claimants hereby authorize the Designated Representative to setoff from amounts owing to each responsible Settling Claimant the fees and costs owed by that Settling Claimant under the terms of this Paragraph.

Cooperation with Pledge or Sale by Settling Claimants. Each of the El Paso Settling Parties covenants and agrees that the Settlement Fund shall have the right, upon ninety (90) days prior written notice to, but without the consent of, El Paso Corporation, any other El Paso Settling Party, or any El Paso Pledgor, to sell, pledge or otherwise assign or convey in a Monetization or otherwise any or all of its interest in the Deferred Payments, together with its rights in the related Collateral, to one or more third parties. El Paso Corporation agrees to cooperate, and shall cause each El Paso Settling Party and El Paso Pledgor to cooperate, reasonably and in good faith in connection with any such transaction, including, without limitation, (i) executing such additional documents, instruments, or agreements to reaffirm or separately evidence the Deferred Payments, (ii) causing to be delivered to any such third parties any notices, certificates or other documents required to be delivered by the El Paso Pledgors under the Security Documents, and (iii) delivering to such third parties customary estoppel certificates or acknowledgements, acknowledging the sale, pledge or assignment to such third parties. The Settlement Fund shall bear the cost thereof, including reasonable attorneys’ ' 45 fees and other out-of-pocket costs incurred by any El Paso Settling Party or any El Paso Pledgor. Each Settling Claimant whose interests in the Settlement Fund are so transferred shall promptly reimburse the Settlement Fund its pro rata share of such fees and costs. To ensure prompt payment of such amounts, the Settling Claimants hereby authorize the Designated Representative to setoff from amounts owing to each responsible Settling Claimant the fees and costs owed by that Settling Claimant under the terms of this Paragraph.