Financing and Reporting Cooperation. (a) Without limiting the generality of Section 7.6, prior to the Closing, the Company shall, and shall cause Company LP and the Company Subsidiaries to, use its and their reasonable best efforts to cause their respective Representatives to cooperate with Parent in connection with (x) seeking and negotiating, as applicable and as directed by Parent, waivers, consents or amendments to existing contracts, agreements and other arrangements pursuant to which the Company has Indebtedness for borrowed money (in each case, in form and substance satisfactory to Parent in its sole discretion), and (y) if and when requested by Parent in writing, at Parent’s sole cost and expense, the arrangement of additional or alternative Indebtedness, or the assumption of Existing Loans, for borrowed money in connection with the consummation of the transactions contemplated hereby (the “Debt Financing”), including, without limitation, (i) participation in a reasonable number of meetings (including customary one-on-one meetings with parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), conference calls, presentations, drafting sessions, rating agency presentations and due diligence sessions and sessions with prospective financing sources and investors, (ii) furnishing Parent, its Representatives and its financing sources as promptly as reasonably practicable with financial and other pertinent information regarding Company, Company LP and the Company Subsidiaries and any of their respective assets, liabilities and properties as may be reasonably requested by Parent, (iii) assisting Parent, its Representatives and its financing sources in the preparation and execution of (A) bank information memoranda, confirmations and undertakings and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained therein) relating to the Debt Financing, and (B) materials for rating agency presentations and lender presentations relating to the Debt Financing, (iv) reasonably cooperating with the marketing efforts of Parent, its Representatives and its financing sources for any Debt Financing to be raised by Parent to complete the Mergers, (v) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, zoning reports, Phase I or other environmental assessments, property condition reports, title insurance, and estop...
Financing and Reporting Cooperation. The Veda Group agrees to provide the following cooperation in connection with acquisition or debt financings in connection with the Scheme Consideration by any member of the Bidder Group and preparation of financial information for the purposes of the Bidder Group's reporting requirements if requested by Bidder:
(a) furnishing Bidder and its financing sources within a reasonable timeframe having regard to Veda Group’s other commitments including its half year reporting obligations and Australian holiday periods (including providing any consent required under the Confidentiality Deed which Bidder reasonably requests to such disclosure) with historical financial and other relevant information regarding Veda, the Veda Group or any other entity in which any Veda Group Member has an investment as may be reasonably requested by Bidder in connection with its registered offering of debt securities in the United States;
(b) assisting Bidder and its financing sources, within a reasonable timeframe having regard to Veda Group’s other commitments including its half year reporting obligations and Australian holiday periods, in the preparation of any offering document to be used in obtaining or syndicating any acquisition or debt financing, and any materials required in connection with ratings agency presentations; and
(c) requesting, within a reasonable timeframe having regard to Veda Group’s other commitments including its half year reporting obligations and Australian holiday periods and on terms acceptable to Veda acting reasonably, advisors of the Veda Group to:
(1) undertake a reconciliation of financial statements of the Veda Group for the years ended 30 June 2014 and 30 June 2015 to generally acceptable accounting standards in the United States, prepare audited financial statements for those periods and related notes that are in compliance with Regulation S-X of the U.S. Securities Act of 1933, and issue related opinions;
(2) undertake a reconciliation of financial statements of the Veda Group for the half years ended 31 December 2014 and, subject to point (f) below, 31 December 2015 to generally acceptable accounting standards in the United States, prepare reviewed financial statements of the Veda Group for those periods and related notes that are in compliance with Regulation S-X of the U.S. Securities Act of 1933, and issue related opinions; and
(3) undertake a reconciliation and review of financial statements of the Veda Group for the quarters ended 31 March...
Financing and Reporting Cooperation. (a) Prior to the Closing, Seller will use its commercially reasonable efforts, and will cause each of the Group Companies and its and their Representatives to use its respective commercially reasonable efforts, to provide Buyer with cooperation reasonably requested by Buyer to assist Buyer in connection with Buyer obtaining the Financing or complying with the requirements of the Securities Act, the Exchange Act and other applicable Law relating to the transactions contemplated by the Transaction Documents, including:
(i) as promptly as reasonably practicable, furnishing Buyer with (x)(A) the Audited Financial Statements (which are attached hereto as part of Schedule 3.06(a)) and the audited combined balance sheets and the related combined statements of income, parent company net investment and cash flows (and, if applicable, of comprehensive income) and the related notes thereto of the Group Companies and the Retained ESOL Business, for the most recently completed fiscal year ended at least 90 calendar days before the Closing Date (unless the Marketing Period has previously been completed), in each case, audited in accordance with AICPA standards by Ernst & Young LLP or other independent auditors of national standing reasonably approved by the Buyer (such approval not to be unreasonably delayed or withheld), (B) the Unaudited Nine-Month Financial Statements (which are attached hereto as part of Schedule 3.06(a)) and the unaudited combined balance sheets and the related combined statements of income, parent company net investment and cash flows (and, if applicable, of comprehensive income) of the Group Companies and the Retained ESOL Business, for each subsequent fiscal quarter (excluding the fourth fiscal quarter of 2019 but including the fourth fiscal quarter of the Company’s each other fiscal year) ended at least forty-five (45) calendar days prior to the Closing Date, with comparative information for the same period in the prior year, in each case reviewed in accordance with AICPA Statement of Auditing Standards 100 by Ernst & Young LLP or other independent auditors of national standing reasonably approved by the Buyer (such approval not to be unreasonably delayed or withheld), and (C) the Unaudited Monthly Financial Statements and the unaudited combined statements of income of the Group Companies and the Retained ESOL Business for each subsequent fiscal month ended at least twenty (20) calendar days prior to the Closing Date and (y) Reconciliation Stat...
