Common use of Financing and Financing Cooperation Clause in Contracts

Financing and Financing Cooperation. (a) Prior to the earlier of Closing or termination of this Agreement in accordance with Section 7.1, Sellers shall, and shall cause the Acquired Entities and their respective representatives to, use commercially reasonable efforts to provide to Buyers, at each Buyer’s sole cost and expense, such reasonable and customary cooperation in connection with the Financing as may be reasonably requested by Buyers or their representatives. Without limiting the generality of the foregoing, Sellers shall, and shall cause the Acquired Entities and their respective representatives to, upon reasonable request and at each Buyer’s sole cost and expense, (i) furnish the report of the Acquired Entities’ auditor on the three most recently available audited consolidated financial statements of the Acquired Entities (which need not be prepared in comparative form for such periods) and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such report, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with the Financing; (ii) furnish any additional financial statements, schedules, business or other financial data relating to the Acquired Entities as may be reasonably necessary to consummate the Financing (in each case, solely to the extent already prepared in the ordinary course of business consistent with past practice and in the Seller’s or the Acquired Entities’ possession); it being understood that Buyers shall be solely responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with the Financing; and (iii) provide reasonable contact (which would be telephonic or by video conference) between (x) senior management and advisors, including auditors, of the Acquired Entities and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Buyers’ auditors, as applicable, in connection with the Financing, at reasonable times and formats as mutually coordinated and upon reasonable advance notice. All information provided by Sellers, the Acquired Entities or any of its or their respective representatives pursuant to this Section 6.19 shall be kept confidential in accordance with the Confidentiality Agreement or confidentiality undertakings substantially similar to those contained in the Confidentiality Agreement with respect to such information. (b) All of the information provided by Sellers, the Acquired Entities and their respective representatives pursuant to Section 6.19(a) is given without any representation or warranty, express or implied, and no Seller shall have any liability or responsibility with respect thereto. Notwithstanding anything to the contrary contained in this Section 6.19, nothing in this Section 6.19 shall require any such cooperation to the extent that it would (i) require Sellers, the Acquired Entities or any of their respective representatives, as applicable, to agree to pay any commitment or other similar fees, or incur any liability or give any indemnities or otherwise commit to take any similar action, (ii) require Sellers, the Acquired Entities or any of their respective representatives to provide any information that is not reasonably available to Sellers, the Acquired Entities or such representative, (iii) require Sellers, the Acquired Entities or any of their respective representatives to take any action that will conflict with or violate such Persons’ organizational documents, as applicable, or any applicable Laws or result in a violation or breach of, or default under, any Contract to which such Person, as applicable, is a party, or result in any officer, director, employee, agent, affiliate or advisor of any such Person incurring any personal liability with respect to any matters relating to the Financing, nor shall any Seller have any liability with respect to any matters relating to any Financing, (iv) unreasonably interfere with the operations of Sellers or any of the Acquired Entities or their ability to perform their obligations in accordance with this Agreement, (v) require any Seller to take any action that would expose it to any liability or to enter into any document, (vi) require the Acquired Entities to take any action that would expose them to any liability prior to Closing or to enter into any document that would be effective or otherwise encumber their assets prior to Closing, (vii) require Sellers, the Acquired Entities or any of their respective representatives to provide or prepare any description of all or any component of the Financing, (viii) require Sellers, the Acquired Entities or any of their respective representatives to provide or prepare any projections, risk factors, pro forma financial information or other forward-looking statements or any similar information or (ix) require Sellers, the Acquired Entities or any of their respective representatives to disclose or provide any information the disclosure of which in the reasonable judgment of Sellers is restricted by applicable Law or is subject to attorney-client privilege or attorney work product privilege. No Seller or Acquired Entity shall be required to take any corporate, limited liability company or limited partnership actions prior to the Closing to permit the consummation of the Financing. In no event shall Sellers or the Acquired Entities be in breach of this Agreement because of the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants or auditors. Buyers shall promptly upon request by Sellers reimburse Sellers for all reasonable and documented out-of-pocket costs and expenses incurred by Sellers and the Acquired Entities in complying with this Section 6.19. (c) Buyers shall indemnify, defend, and hold harmless Sellers and their respective Affiliates from and against all Losses incurred by, suffered by, or asserted against, such Persons, caused by, arising out of, or resulting from the provision to or use by Buyers or any of their Affiliates, agents or representatives of information provided pursuant to this Section 6.19 to the fullest extent permitted by applicable Law; EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLERS, BUT EXCLUDING, IN EACH SUCH CASE, DAMAGES TO THE EXTENT ACTUALLY CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER OR ITS AFFILIATES.

Financing and Financing Cooperation. (a) Prior to the earlier of Closing or termination of this Agreement in accordance with Section 7.1Effective Time, Sellers the Company shall, and shall cause the Acquired Entities Company Subsidiaries and their respective representatives Representatives to, use commercially reasonable efforts to provide to Buyers, at each Buyer’s sole cost and expense, such reasonable and customary cooperation in connection with any financing by Parent or any of its subsidiaries in connection with the Financing Transactions as may be reasonably requested by Buyers Parent, Merger Sub or their representativesRepresentatives. Without limiting the generality of the foregoing, Sellers the Company shall, and shall cause the Acquired Entities Company Subsidiaries and their respective representatives Representatives to, upon reasonable request and at each Buyer’s sole cost and expense, (i) furnish the report of the Acquired Entities’ Company’s auditor on the three most recently available audited consolidated financial statements of the Acquired Entities (which need not be prepared in comparative form for such periods) Company and the Company Subsidiaries and use its commercially reasonable best efforts to obtain the consent of such auditor to the use of such report, including in documents filed with the SEC under the Securities Act, report in accordance with normal custom and practice and use commercially reasonable best efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with the Financingany such financing; (ii) furnish any additional financial statements, schedules, business schedules or other financial data relating to the Acquired Entities Company and the Company Subsidiaries as may be reasonably necessary requested by Parent and required in connection with any such financing (including, if applicable, any such statements, schedules or data to consummate the Financing (be used in each case, solely to the extent already prepared in the ordinary course of business consistent with past practice and in the Seller’s or the Acquired Entities’ possession); it being understood that Buyers shall be solely responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with the Financingstatements); and (iii) provide reasonable direct contact (which would be telephonic or by video conference) between (xA) senior management and advisors, including auditors, of the Acquired Entities Company and (yB) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Buyers’ auditors, as applicable, Parent’s auditors in connection with with, the Financingfinancing, at reasonable times and formats as mutually coordinated and upon reasonable advance notice. All ; (iv) make available the employees and advisors of the Company and the Company Subsidiaries to provide reasonable assistance with Parent’s preparation of business projections, financing documents and offer materials in connection with any such financing; (v) obtain the cooperation and assistance of counsel to the Company and the Company Subsidiaries in providing customary legal opinions; (vi) provide information, documents (including information and documents required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001), authorization letters, opinions and certificates, enter into agreements (including supplemental indentures) and take other actions that are or may be customary in connection with the financing or necessary or desirable to permit Parent to fulfill conditions or obligations under the financing documents, provided by Sellersthat such agreements entered into shall be conditioned upon, and shall not take effect until, the Acquired Entities or any of its or their respective representatives pursuant to this Section 6.19 shall be kept confidential in accordance with the Confidentiality Agreement or confidentiality undertakings substantially similar to those contained Effective Time; (vii) reasonably assist in the Confidentiality Agreement with respect to such information. preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent; (bviii) All permit Parent’s reasonable use of the information provided by Sellers, Company’s and the Acquired Entities Company Subsidiaries’ logos for syndication and their respective representatives pursuant to Section 6.19(a) is given without any representation or warranty, express or implied, and no Seller shall have any liability or responsibility with respect thereto. Notwithstanding anything to the contrary contained in this Section 6.19, nothing in this Section 6.19 shall require any such cooperation to the extent that it would (i) require Sellers, the Acquired Entities or any of their respective representativesunderwriting, as applicable, to agree to pay any commitment or other similar fees, or incur any liability or give any indemnities or otherwise commit to take any similar action, (ii) require Sellers, the Acquired Entities or any of their respective representatives to provide any information that is not reasonably available to Sellers, the Acquired Entities or such representative, (iii) require Sellers, the Acquired Entities or any of their respective representatives to take any action that will conflict with or violate such Persons’ organizational documents, as applicable, or any applicable Laws or result in a violation or breach of, or default under, any Contract to which such Person, as applicable, is a party, or result in any officer, director, employee, agent, affiliate or advisor of any such Person incurring any personal liability with respect to any matters relating to the Financing, nor shall any Seller have any liability with respect to any matters relating to any Financing, (iv) unreasonably interfere with the operations of Sellers or any of the Acquired Entities or their ability to perform their obligations in accordance with this Agreement, (v) require any Seller to take any action that would expose it to any liability or to enter into any document, (vi) require the Acquired Entities to take any action that would expose them to any liability prior to Closing or to enter into any document that would be effective or otherwise encumber their assets prior to Closing, (vii) require Sellers, the Acquired Entities or any of their respective representatives to provide or prepare any description of all or any component of the Financing, (viii) require Sellers, the Acquired Entities or any of their respective representatives to provide or prepare any projections, risk factors, pro forma financial information or other forward-looking statements or any similar information or financing; (ix) require Sellersuse commercially reasonable efforts to assist in procuring any necessary rating agency ratings or approvals; and (x) not commence or effect any offering, placement or arrangement of any debt securities or bank financing competing with the Acquired Entities proposed Parent financing (and not permit any such offering, placement or any of their respective representatives arrangements to disclose or provide any information the disclosure of which in the reasonable judgment of Sellers is restricted by applicable Law or is subject to attorney-client privilege or attorney work product privilege. No Seller or Acquired Entity shall be required to take any corporate, limited liability company or limited partnership actions prior to the Closing to permit the consummation of the Financing. In no event shall Sellers or the Acquired Entities be in breach of this Agreement because of the failure to obtain any comfort with respect to, or review of, any financial or other information by occur on its accountants or auditors. Buyers shall promptly upon request by Sellers reimburse Sellers for all reasonable and documented out-of-pocket costs and expenses incurred by Sellers and the Acquired Entities in complying with this Section 6.19behalf). (c) Buyers shall indemnify, defend, and hold harmless Sellers and their respective Affiliates from and against all Losses incurred by, suffered by, or asserted against, such Persons, caused by, arising out of, or resulting from the provision to or use by Buyers or any of their Affiliates, agents or representatives of information provided pursuant to this Section 6.19 to the fullest extent permitted by applicable Law; EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF SELLERS, BUT EXCLUDING, IN EACH SUCH CASE, DAMAGES TO THE EXTENT ACTUALLY CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER OR ITS AFFILIATES.