Remarketing Cooperation Sample Clauses

Remarketing Cooperation. (a) Following the Closing Date, the Borrower and Holdings will cooperate with the Lenders in completing any private resale or sale (or other resale or sale exempt from the registration requirements of the Securities Act) of any portion of the Bridge Notes and/or the Rollover Notes. Such cooperation shall, in each case, include, without limitation, the following: (i) as promptly as reasonably practicable, produce all information related to the Borrower, Holdings and their business and operations necessary to produce, prepare and complete a preliminary offering memorandum ("OFFERING MEMORANDUM") relating to such Bridge Notes or Rollover Notes, containing such disclosures as may be required by applicable laws and such other disclosures as are customary and appropriate for such a document or as may be required by the Lenders in their reasonable judgment after consultation with the Borrower; (ii) as promptly as practicable, delivering to the Lenders (A) all audited consolidated financial statements of the Borrower and the Acquired Business, prepared in accordance with GAAP; and (B) such unaudited consolidated financial statements of the Borrower and the Acquired Business, pro forma financial statements, in each case, prepared in accordance with, or reconciled to, GAAP; (iii) direct contact between the Borrower's and Holdings' senior management and advisors and prospective purchasers in "one-on-one meetings" and participating in one or more meetings and presentations to prospective purchasers with reasonable notice; (iv) responding to reasonable inquiries of, and providing answers to, each prospective purchaser who so requests concerning the Borrower and Holdings and their Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by Law or applicable confidentiality restrictions) and the terms and conditions of the applicable distribution; (v) if requested by the Lenders, making available to the Lenders information and materials to be used in connection with the distribution (including assistance in completion of any sales or placement agent's, if any, reasonable due diligence review of the Borrower, Holdings and their Subsidiaries); and (vi) promptly preparing and providing to the Lenders all information with respect to the Borrower, including projections, as the Lenders may reasonably request. Any such...
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Remarketing Cooperation. Cooperate with the Lenders in completing any resale of any portion of the Notes. Such cooperation shall include, without limitation, the following: (i) as promptly as reasonably practicable, producing information related to the Loan Parties and their business and operations necessary to produce, prepare and complete a preliminary offering memorandum ("Offering Memorandum") relating to the such Notes; (ii) delivering to the Lenders all audited consolidated financial statements of the Borrower, prepared in accordance with GAAP and all other data and schedules of the Borrower, and such unaudited consolidated financial statements of the Borrower, pro forma financial statements, in each case, prepared in accordance with, or reconciled to, GAAP; and (iii) providing direct contact between the Borrower's senior management and prospective purchasers in meetings and participating in presentations to prospective purchasers with reasonable notice. All materials supplied or available under this Section 7.18 (including any materials referred to or incorporated by reference therein, "Resale Materials") will not, as of their date and as of the closing of any private offering, or resale, of Notes and Units, when taken as a whole, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the Parent and the Borrower hereby expressly acknowledge the indemnification provisions of Section 7.18 hereof are specifically applicable and relate to Resale Materials.
Sample 1
Remarketing Cooperation. Use commercially reasonable efforts to cooperate with the Lenders in completing any resale of any portion of the Notes. Such cooperation shall include, without limitation, the following: (i) as promptly as reasonably practicable, producing information related to the Borrower, and to the extent publicly available or otherwise Available to the Borrower or the Sponsor, the OpCo and its Subsidiaries and their business and operations necessary to produce, prepare and complete a preliminary “bank book” relating to such Notes; (ii) delivering to the Lenders all publicly available audited consolidated financial statements of the Borrower and the OpCo and its Subsidiaries, prepared in accordance with GAAP and all other data and schedules of the Borrower, and to the extent publicly available or otherwise Available to the Borrower or the Sponsor, the OpCo and its Subsidiaries, and such unaudited consolidated financial statements of the Borrower, and to the extent publicly available or otherwise Available to the Borrower or the Sponsor, the OpCo and its Subsidiaries, pro forma financial statements, in each case, prepared in accordance with, or reconciled to, GAAP; and (iii) providing direct contact at reasonable times, places and frequency between the senior management of the Borrower and prospective purchasers in meetings and participating in presentations to prospective purchasers with reasonable notice and at reasonable times, places and frequency.
Sample 1
Remarketing Cooperation. At the request of any Lender, cooperate with such Lender in completing any resale of any portion of the Notes. Such cooperation shall include, without limitation, the following: (i) as promptly as reasonably practicable following a request by the Lenders, producing information related to the Loan Parties and their business and operations necessary to produce, prepare and complete a preliminary offering memorandum (“Offering Memorandum”) relating to such Notes; (ii) delivering to the Lenders all audited consolidated financial statements of the Borrowers and the other Loan Parties, prepared in accordance with GAAP and all other data and schedules of the Borrowers and the other Loan Parties, and such unaudited consolidated financial statements of the Borrowers and the other Loan Parties, pro forma financial statements, in each case, prepared in accordance with, or reconciled to, GAAP; and (iii) providing direct contact between the Borrowers’ senior management and prospective purchasers in meetings and participating in presentations to prospective purchasers with reasonable notice. All materials supplied or available under this Section 7.20 (including any materials referred to or incorporated by reference therein, “Resale Materials”) will not, as of their date and as of the closing of any private offering, or resale, of Notes, when taken as a whole, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Borrowers hereby expressly acknowledge the indemnification provisions of Section 10.18 hereof are specifically applicable and relate to Resale Materials.
Sample 1
Remarketing Cooperation. Cooperate with the Lenders in completing any resale of any portion of the Notes provided such Resale is in compliance with applicable Securities Laws. Such cooperation shall include, without limitation, the following: (i) as promptly as reasonably practicable, producing information related to the Loan Parties and their business and operations necessary to produce, prepare and complete a preliminary “bank book” relating to such Notes; and (ii) delivering to the Lenders all audited consolidated financial statements of the Loan Parties, prepared in accordance with GAAP and all other data and schedules of the Loan Parties, and such unaudited consolidated financial statements of the Loan Parties, pro forma financial statements, in each case, prepared in accordance with, or reconciled to, GAAP.
Sample 1
Remarketing Cooperation. Following the Closing Date, the Company will cooperate with the Purchasers in completing any private or public resale of any portion of the Notes (including any such resales of the Notes pursuant to any Private Offering and any resales of the Securities following the effectiveness of the Shelf Registration Statement in accordance with the Purchasers' intended method of distribution) or a Private Offering of the Remarketed Notes. Such cooperation shall, in each case, include, without limitation, the following: as promptly as practicable, preparing, completing and printing a preliminary offering memorandum ("Offering Memorandum") relating to such Notes or Remarketed Notes, containing such disclosures as may be required by applicable laws and such other disclosures as are customary and appropriate for such a document or as may be required by BAS in its reasonable judgment after consultation with Alpharma (including all of the financial and non-financial information, including pro forma financial information, that would have been included in a registration statement filed under the Securities Act); as promptly as practicable, delivering to the Purchasers (i) all audited consolidated financial statements of Alpharma and the Acquired Business, prepared in accordance with generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act and all other data (including selected financial data) and schedules of Alpharma and the Acquired Business of the type that would be required in a registered public offering of the Senior Subordinated Notes or Remarketed Notes, as applicable (accompanied by unqualified audit opinions of Xxxxxxxx's and the Acquired Business' respective independent accountants) and (ii) such unaudited consolidated financial statements of Alpharma and the Acquired Business (which shall have been reviewed by the independent accountants of Alpharma or the Acquired Business, as applicable, as provided in Statement on Auditing Standards No. 71), pro forma financial statements, in each case, prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act; direct contact between Xxxxxxxx's senior management and advisors and prospective purchasers in "one-on-one meetings" and participating in meetings with rating agencies and one or more roadshow presentations to prospective ...
Sample 1
Remarketing Cooperation. The Company shall cooperate with the Lenders in completing any permitted resale of any portion of the Notes, to the extent reasonably requested by the Lenders, including, without limitation, (a) providing direct contact between the Credit Parties’ senior management and prospective purchasers in meetings, so long as such undertaking does not interfere with the ability of such management personnel to perform their management obligations, and (b) assisting the Lenders, upon their reasonable request, with reviewing and/or updating any informational materials relating to the Credit Parties and their business.
Sample 1
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Related to Remarketing Cooperation

  • Audit Cooperation In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

  • 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 Marketing Material for Financings of the applicable type, including all Historical Financial Statements and other customary information with respect to Allergan and its Subsidiaries (A) of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act if the Financing were incurred by AbbVie and registered on Form S-3 under the Securities Act, including audit reports of annual financial statements to the extent so required (which audit reports shall not be subject to any “going concern” qualifications), or (B) reasonably necessary to permit AbbVie to prepare pro forma financial statements customary for Financings of the applicable type; (iii) providing to AbbVie’s legal counsel and its independent auditors such customary documents and other customary information relating to Allergan and its Subsidiaries as may be reasonably requested in connection with their delivery of any customary negative assurance opinions and customary comfort letters relating to the Financing; (iv) causing Allergan’s independent auditors to provide customary cooperation with the Financing; (v) obtaining the consents of Allergan’s independent auditors to use their audit reports on the audited Historical Financial Statements of Allergan and to references to such independent auditors as experts in any Marketing Material and registration statements and related government filings filed or used in connection with the Financing; (vi) obtaining Allergan’s independent auditors’ customary comfort letters and assistance with the accounting due diligence activities of the Financing Sources; (vii) causing the Financing to benefit from the existing lender relationships of Allergan and its Subsidiaries; (viii) providing documents reasonably requested by AbbVie or the Financing Sources relating to the repayment or refinancing of any indebtedness for borrowed money of Allergan or any of its Subsidiaries to be repaid or refinanced on the Completion Date and the release of related liens and/or guarantees (if any) effected thereby, including customary payoff letters and (to the extent required) evidence that notice of any such repayment has been timely delivered to the holders of such indebtedness, in each case in accordance with the terms of the definitive documents governing such indebtedness (provided that any such notice or payoff letter shall be expressly conditioned on the Completion); (ix) procuring consents to the reasonable use of all of Allergan’s logos in connection with the Financing (provided that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage Allergan or its Subsidiaries or the reputation or goodwill of Allergan or any of its Subsidiaries); and (x) providing at least three (3) Business Days in advance of the Completion Date such documentation and other information about Allergan and its Subsidiaries as is reasonably requested in writing by AbbVie at least ten (10) Business Days in advance of the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT ACT. Notwithstanding anything to the contrary in this Section 7.9(a) or Section 7.9(b) below, (A) none of Allergan nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 7.9(a) or Section 7.9(b) below to (i) pay any commitment or other fee or incur any liability (other than third-party costs and expenses that are to be promptly reimbursed by AbbVie upon request by Allergan pursuant to Section 7.9(c)), (ii) execute or deliver any definitive financing documents or any other agreement, certificate, document or instrument, or agree to any change to or modification of any existing agreement, certificate, document or instrument, in each case that would be effective prior to the Completion Date or would be effective if the Completion does not occur (except (x) to the extent required by Section 7.9(b), applicable Allergan Supplemental Indentures, (y) customary officers’ certificates relating to the execution thereof that would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (z) the authorization letter and management representation letters delivered pursuant to the clause (i)(D) above), (iii) provide access to or disclose information that Allergan or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of Allergan or any of its Subsidiaries (provided that Allergan shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cause any such information to be disclosed in a manner that would not result in the loss of any such privilege), (iv) deliver or cause its Representatives to deliver any legal opinion or negative assurance letter (except, in connection with the entry into an Allergan Supplemental Indenture required by Section 7.9(b), Allergan shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cause counsel to Allergan or its Subsidiaries, as applicable, to deliver a customary opinion of counsel to the trustee under the applicable Indenture that the Allergan Supplemental Indenture amends if such trustee requires an opinion of counsel to Allergan in connection therewith (provided that such opinions would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered)), (v) be an issuer or other obligor with respect to the Financing prior to the Completion, (vi) commence any Allergan Note Offers and Consent Solicitations or (vii) prepare any pro forma financial information or projections, (B) none of the Allergan Board, officers of Allergan, or directors and officers of the Subsidiaries of Allergan shall be required to adopt resolutions or consents approving the agreements, documents or instruments pursuant to which the Financing is obtained or any Allergan Note Offers and Consent Solicitations is consummated (except the execution and delivery of any applicable Allergan Supplemental Indentures), and (C) neither Allergan nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (i) interfere unreasonably with the business or operations of Allergan or its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached by Allergan or any of its Subsidiaries (unless waived by AbbVie), (iii) cause any director, officer or employee or shareholder of Allergan or any of its Subsidiaries to incur any personal liability or (iv) result in a material violation or breach of, or a default under, any material Contract to which Allergan or any of its Subsidiaries is a party, the Organizational Documents of Allergan or its Subsidiaries or any applicable Law. AbbVie shall cause all non-public or other confidential information provided by or on behalf of Allergan or any of its Subsidiaries or Representatives pursuant to this Section 7.9 to be kept confidential in accordance with the Confidentiality Agreement; provided, that Allergan acknowledges and agrees that the confidentiality undertakings that will be obtained in connection with syndication of the Financing will be in a form customary for use in the syndication of acquisition-related debt during a takeover offer period in compliance with the requirements of the Panel and the Takeover Rules.

  • Regulatory Cooperation In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in the Collateral Documents, Parent will, and will cause its Restricted Subsidiaries to, reasonably cooperate in good faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the reasonable opinion of the Administrative Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will, at the reasonable request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such licenses, consents and approvals, and at such time Parent will, and will cause its Restricted Subsidiaries to, cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Administrative Agent or its designee).

  • Economic Cooperation 1. The Parties will encourage the utilization of cooperation instruments and mechanisms with a view to strengthen the processes of economic integration and commercial exchange. 2. The objectives of economic cooperation will be: (a) to build on existing agreements or arrangements already in place for trade and economic cooperation; and (b) to advance and strengthen trade and economic relations between the Parties. 3. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue about policies and regular exchanges of information and views on ways to promote and expand trade in goods and services between the Parties; (b) joint elaboration of studies and technical projects of economic interest according to the economic development needs identified by the Parties; (c) keeping each other informed of important economic and trade issues, and any impediments to furthering their economic cooperation; (d) providing assistance and facilities to business persons and trade missions that visit the other Party with the knowledge and support of the relevant agencies; (e) supporting dialogue and exchanges of experience among the respective business communities of the Parties; (f) establishing and developing mechanisms for providing information and identifying opportunities for business cooperation, trade in goods and services, investment, and government procurement; and (g) stimulating and facilitating actions of public and/or private sectors in areas of economic interest.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Tax Cooperation The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Customer Cooperation 3.2.1. Customer shall provide and make available all Customer personnel as may be further addressed in an applicable Order Form or that SAP reasonably requires in connection with performance of the Services. 3.2.2. Customer shall appoint a contact person with the authority to make decisions and to supply SAP with any necessary or relevant information expeditiously.

  • UNION COOPERATION The Union, as well as the members thereof, agree at all times as fully as it may be within their power, to further the interests of the Employer.

  • No Cooperation Employee agrees he will not act in any manner that might damage the business of the Company. Employee agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

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