Financing Cooperation. (a) Until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9, Allergan shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective officers, employees and advisors and other Representatives, including legal and accounting advisors, to use their reasonable best efforts, to provide to AbbVie and its Subsidiaries such assistance as may be reasonably requested by AbbVie in writing that is customary in connection with the arranging, obtaining and syndication of the Financing, including using reasonable best efforts with respect to:
(i) participating in and assisting with the due diligence, syndication or other marketing of the Financing, including using reasonable best efforts with respect to (A) the participation by members of management of Allergan with appropriate seniority in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, at times and at locations reasonably acceptable to Allergan and upon reasonable notice, (B) assisting with AbbVie’s preparation of customary materials for registration statements, offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents required in connection with the Financing (collectively, “Marketing Material”) and due diligence sessions related thereto, (C) delivering and consenting to the inclusion or incorporation in any SEC filing related to the Financing of the historical audited consolidated financial statements and unaudited consolidated interim financial statements of Allergan included or incorporated by reference into the Allergan SEC Documents (the “Historical Financial Statements”) and (D) delivering customary authorization letters, management representation letters, confirmations, and undertakings in connection with the Marketing Material (in each case, as applicable, subject to customary confidentiality provisions and disclaimers);
(ii) timely furnishing AbbVie and its Financing Sources with historical financial and other customary information (collectively, the “Financing Information”) with respect to Allergan and its Subsidiaries as is reasonably requested by AbbVie or its Financing Sources and customarily required in Ma...
Financing Cooperation. 8.11.1. Buyer may determine, in its sole discretion, to obtain debt financing to fund any portion of the Purchase Price (the “Debt Financing”); provided that the Buyer shall, promptly after such Debt Financing is obtained (x) provide Seller and the Company with written notice that such Debt Financing has been obtained and (y) deliver (or cause to be delivered) to Seller and the Company true, correct and complete copies of all arrangements pursuant to which any Financing Parties shall have committed to provide any portion of the Debt Financing; provided that any fee letters may be redacted in a customary manner; provided further that, in no event shall the receipt of such Debt Financing be a condition to Closing and Buyer confirms that it will have at Closing sufficient cash to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder. Prior to the Closing, subject to Section 8.11.2, the Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Company Subsidiaries and its and their respective Representatives to, in each case at Buyer’s sole expense, provide to Buyer such cooperation reasonably requested by Buyer that is reasonably necessary in arranging, obtaining and syndicating the Debt Financing, if any (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Group Companies), including as promptly as reasonably practical, (a) furnishing Buyer with the Required Financial Information and other pertinent information regarding the Group Companies as may be reasonably requested by Buyer for the completion of the Debt Financing, (b) participating in telephonic meetings and otherwise reasonably assisting with the preparation of appropriate and customary materials customary presentations, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies in connection with the Debt Financing to the extent reasonable and customary for financings of such type, (c) reasonably assisting in the preparation of (i) customary bank information memoranda, lender and investor presentations, offering documents, offering or private placement memoranda and other similar marketing documents and due diligence efforts for the Debt Financing and (ii) customary authorization and representation letters, each as required in connection with the Debt Financing, authorizing the distribut...
Financing Cooperation. (a) Subject to Section 6.16(b), prior to Closing or termination of this Agreement, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, use reasonable best efforts to reasonably cooperate with and reasonably assist Parent, at the Parent’s request, sole cost and expense, in connection with arranging, obtaining and syndicating any Financing and causing the conditions in the Financing Documents and any commitment letters entered into in connection with such Financing to be satisfied, including using reasonable best efforts in (i) assisting with, and furnishing information for the purposes of, the preparation of customary prospectuses (including any pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980), offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary marketing materials in connection with the Financing (all such documents and materials, collectively, the “Marketing Documents”) (it being understood and agreed that the Marketing Documents shall include (or otherwise be subject to) any customary exculpation language, as the case may be, with respect to the Company, its Affiliates and their respective Representatives), (ii) furnishing to the Parent as promptly as reasonably practicable financial statements and operational information (including consolidated financial statements for interim periods up until the Closing Date) that can be prepared without undue burden with respect to the Company and its Subsidiary as is reasonably requested by Parent (the “Required Information”), (iii) assisting in the preparation of schedules to collateral agreements by providing information of the Company Entities required to be made available on such schedules for purposes of the arrangement or consummation of the Financing, (iv) subject to any contractual agreement in effect, facilitating the pledging of collateral for the Financing, which shall not be required to be delivered or effective until at or promptly following the Effective Time, (v) subject to any contractual agreement in effect, obtaining the Payoff Letter, and the related lien releases, and instruments of termination or discharge, as applicable, required pursuant to Section 6.12, in each case which shall provide that, if sufficie...
Financing Cooperation. (a) Purchaser may determine, in its sole discretion, to obtain debt financing to fund any portion of the Merger Consideration (the “Debt Financing”). Prior to the Closing, the Company shall use commercially reasonable efforts to, and shall cause the Company Subsidiary and its and their respective Representatives to, in each case at Purchaser’s sole expense, provide to Purchaser such cooperation reasonably requested by Purchaser that is reasonably necessary in arranging, obtaining and syndicating the Debt Financing, if any (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Target Companies), including as promptly as reasonably practical, (i) furnishing Purchaser with such pertinent information regarding the Target Companies as may be reasonably requested by Purchaser for the completion of the Debt Financing, if any, (ii) customary authorization and representation letters, each to the extent required in connection with the Debt Financing, authorizing the distribution of information to prospective lenders, and (iii) timely delivering to Purchaser all available documentation and information as is reasonably requested in writing by Purchaser that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the requirements of 31 C.F.R. §1010.230. The Company hereby consents, on behalf of itself and the Company Subsidiary, to the use of the logos of the Target Companies in connection with the Debt Financing, if any; provided that such logos are used solely in a manner that is not intended to, nor is reasonably likely to, harm or disparage the Company’s or any of its Affiliates’ reputation or goodwill.
(b) Notwithstanding anything in this agreement to the contrary, nothing herein will (i) require any cooperation to the extent it would unreasonably interfere with the business or operations of the Target Companies or any of their respective Affiliates or Representatives; (ii) require any Target Company to waive or amend any terms of this Agreement; (iii) require the Target Companies or any of their respective Affiliates to pay or agree to pay any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement by or on behalf of Purchaser; (iv) require the Target Companies or any of their respective Affiliates to take any action in violation of...
Financing Cooperation. (a) The Company shall, and shall cause the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request.
(b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent...
Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other coo...
Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any.
(b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circular.
Financing Cooperation. To complete the Merger, JD Sports is pursuing debt financing pursuant to certain debt financing commitment letters. Finish Line and its subsidiaries will use reasonable best efforts to provide, and cause their representatives to provide, such cooperation that is reasonably requested by JD Sports to assist with obtaining financing for the Merger. Such cooperation may include: • participation in meetings, lender calls, presentations and similar sessions with prospective lenders and rating agencies; • providing information reasonably requested in connection with the preparation of materials required for the financing; • assisting with the preparation of definitive agreements with respect to the financing, including assistance with required disclosures; • facilitating field examinations or other due diligence review by JD Sports’ lenders; • obtaining such consents, approvals, authorizations and instruments as may be reasonably requested to permit the consummation of the financing; • facilitating the post-closing pledging of or grants of encumbrances on any of Finish Line’s or its subsidiaries’ assets as collateral for the debt financing; • executing and delivering customary agreements and instruments, provided each is not effective until after the effective time; • seeking comfort letters from accountants, consents and opinions as reasonably requested; and • taking all corporate actions, subject to the occurrence of the effective time, reasonably requested by JD Sports. Efforts to Complete the Merger Subject to certain limitations, Finish Line and JD Sports have each agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the merger and the other transactions contemplated by the Merger Agreement. These reasonable best efforts include taking certain steps to secure necessary consents, approvals, waivers and authorizations of governmental authorities and third parties. Certain Litigation Finish Line and JD Sports have agreed to promptly advise the other of any litigation commenced or threatened by a shareholder of Finish Line against any party to the Merger Agreement or any of its affiliates relating to the Merger Agreement, the merger, or any of the other transactions contemplated by the Merger Agreement, which is referred to herein as the “transaction litigation.” Finish Line will be entitled to control the defe...
Financing Cooperation. (i) Prior to the Closing, the Company shall use its reasonable best efforts to provide to Parent and Merger Sub, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide, and shall use commercially reasonable efforts to cause its non-legal Representatives, including accounting, to provide (in each case at Parent’s sole expense) all cooperation reasonably requested by Parent that is customary in connection with the arrangement of any Debt Financing in connection with the transactions contemplated hereby, including, but not limited to using commercially reasonable efforts to (provided, however, that nothing in this Section 7.13 shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract), (i) assist in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate level to participate) in a reasonable number of meetings (but no more than two (2) in person “bank meetings” and additional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assist Parent with the timely preparation of customary materials for bank information memoranda and ratings agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), and similar documents required to be delivered in connection with the Debt Financing (including executing a customary authorization letter to the extent reasonably requested by the Debt Financing Source authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnish Parent with the historical financial statements of the Company reasonably requested by the Debt Financing Sources (subject to the immediately following proviso, the “Required Financial Information”), (iv) provide Parent and Merger Sub with information reasonably necessary to complete customary perfection certificates and other customary loan documents as may be required in connection with the Debt Financing as may be reasonably requested by Parent or the Merger Sub, (v) assist Parent in delivering original stock certificates in the possession of the Company, if any, and original stock powers (or, if any, similar documents for lim...
Financing Cooperation. If requested by the Purchaser Parties, the Company will provide the following cooperation in connection with the Purchaser Parties obtaining any Permitted Loan following the Closing: (i) using good faith and commercially reasonable efforts to enter into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting Transfers and/or conversions upon foreclosure, agreements to not intentionally hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Company Competitors) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock, Conversion Shares or Common Stock and depositing such pledged Series A Preferred Stock, Conversion Shares or Common Stock in book entry form on the books of The Depository Trust Company, when eligible to do so (for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the date the lender has a valid one year “holding period” (as defined in Rule 144) in such shares of Common Stock) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends in lieu of the legends specified in Section 4.3 above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-issuing the pledged Series A Preferred Stock, Conversion Shares or Common Stock in certificated form in the name of a Purchaser Party or its Affiliates and/or (y) re-registering the pledged Series A Preferred Stock, Conversion Shares or Common Stock in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities...
