Financing Cooperation. From the Effective Date and ending at the earlier of # the Closing Date and # termination of this Agreement pursuant to [Section 8.1], Sellers shall, and shall cause the other Target Entities to, cooperate and shall use reasonable best efforts to cause the respective officers, employees, auditors and advisors, including legal and accounting, of the Target Entities to provide to Purchaser and its financing sources such reasonable cooperation in connection with the arrangement of the Financing as is customary and may be reasonably requested by Purchaser or its financing sources, including: # upon reasonable notice, using reasonable best efforts to cause senior management of the Target Entities participate in a reasonable number of meetings, due diligence sessions and presentations with prospective lenders and ratings agencies; # assisting with the preparation of materials for ratings agency presentations, bank information memoranda and similar documents reasonably necessary in connection with the Financing; # using reasonable best efforts to cause senior management of the Target Entities to assist in the preparation, execution and delivery of the Financing Documents; # furnishing to Purchaser and its financing sources information related to the Target Entities required by Governmental Authorities under applicable “know your customer” and anti-money laundering Laws, including the PATRIOT Act; # informing Purchaser, as promptly as reasonably practicable, if any Target Entities shall have knowledge of any facts that would likely require the restatement of any Financial Statements in order for such Financial Statements to comply with GAAP; # taking all actions as may be required or reasonably requested by Purchaser or its financing sources in connection with the delivery of payoff letters and the release of any Liens securing Indebtedness and furnish evidence of such release in a form reasonably satisfactory to Purchaser and its financing sources; # taking all commercially reasonable corporate actions of the Target Entities, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Financing, and to permit the proceeds thereof, together with immediately available funds of the Target Entities at the Closing, to be made available on the Closing Date to consummate the transactions contemplated by this Agreement; # facilitating the execution and delivery, reasonably prior to the Closing Date (but effective only after the consummation of the Closing), of agreements, documents and certificates that facilitate the creation, perfection or enforcement of Liens securing the Financing, including originals of all certificated Equity Securities of the Target Entities (with transfer powers executed in blank), pledge agreements, as are reasonably requested by Purchaser or its financing sources; # using reasonable best efforts to cause the Target Entities’ auditors to provide, consistent with customary practice, reasonable assistance in the preparation of the pro forma financial statements

Cooperation with Financing. In connection with any offering of equity or debt securities, any bank loan (or syndication thereof) or any other financing, the proceeds of which are to be used to finance all or any portion of the Initial CEGPS Contribution (or refinance any interim financing used for such purpose), Crestwood shall cooperate with (including by providing # direct contact with appropriate senior management, representatives and advisors of Crestwood and # unaudited consolidated financial statements (without footnotes) for the Contributed Entities taken as a whole for the year ended ​ and for each fiscal quarter that has ended at least 40 days prior to the Initial Closing) and provide any information reasonably required by CEGPS Parent Guarantor, any Subsidiary thereof or any of their counterparties to any such financing; provided, however, that # all reasonable third-party non-Affiliate costs incurred by Crestwood or any of its Affiliates in connection with such cooperation shall be paid or reimbursed by CEGPS, # such cooperation shall not include the preparation of audited financial statements for Crestwood or any of its Affiliates, or for Newco or any of the Contributed Entities, or obtaining consents from the auditors of Crestwood or any of its Affiliates to include any audited financial information in any offering memorandum or other document or materials. CEGPS acknowledges that obtaining financing of any kind is not a condition to CEGPS complying with its obligations under this Agreement, including the obligation of CEGPS to proceed with the Initial Closing or the Second Closing following the satisfaction or waiver of the conditions in [Section 6.1], [Section 6.3], [Section 6.4], or [Section 6.6], as applicable.

Financing. Purchaser shall have at the Closing sufficient cash or other sources of immediately available funds for the payment of the Closing Date Payment on the Closing Date (assuming the satisfaction in full of all conditions to funding and the conditions set forth in [Sections 7.1 and 7.2]2]).

Financing. Lender shall fund the portion of the Loan that Lender has agreed to fund under the terms of the documents evidencing the Loan other than a failure to fund that is a result of or on account of ​’s failure to comply with any of the terms of the Approved Loan Documents necessary for the Loan to be funded in accordance therewith.

Financing. The Option Holder has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

iv.
Cooperation with Financing.

Cooperation. Each Party shall fully cooperate and take all further actions, as the other Party may reasonably request and at the requesting Party’s expense, to effectuate the allocation of ownership set forth in this [Section 5]. Without limiting the foregoing, each Party shall ensure that each of its employees, agents, and independent contractors (including subcontractors) and those of its licensees (including sublicensees) performing Collaboration activities, before commencing such activities, is bound by written invention assignment and confidentiality obligations, including to: # promptly report any invention, discovery, or other Intellectual Property Right invented, created, conceived, developed, or otherwise made by such employee, agent, or independent contractor; # presently assign to the applicable Party all of their right, title, and interest in and to any such invention, discovery, or other Intellectual Property Right; # cooperate in the preparation, filing, prosecution, maintenance, and enforcement of any Patent Right Covering any such invention; and # perform all acts and execute, acknowledge, and deliver any and all documents, required for effecting the obligations and purposes of this [Section 5].

Cooperation. Seller and its representatives shall cooperate with Buyer and its representatives, including Buyer’s auditors and counsel, in the preparation of any documents or other materials required in connection with the transactions contemplated by this Agreement, including with respect to # obtaining DPSC approval and a CPCN to provide exclusive wastewater service to all areas within where the Company operated, and # amendments to existing Company contracts as provided in [Sections 7(f) and 7(g)])] below. Seller shall cooperate with Buyer in connection with any filings with any governmental entity with authority over the parties or the transactions contemplated by this Agreement and shall use their reasonable good faith efforts to furnish to Buyer all information required for any such filing to be made with any such governmental authority in connection with the transactions contemplated by this Agreement.

Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at ​’s request, render all assistance and perform all lawful acts that ​ considers necessary or advisable in connection with any litigation involving ​ or any of its directors, officers, employees, shareholders, agents, representatives, consultants, clients, customers, suppliers or vendors. Executive understands and agrees that ​ will reimburse Executive for any reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay Executive any additional amounts.

Cooperation. The parties agree that as a result of Employee’s duties and activities during his employment, Employee’s reasonable availability may be necessary for the Company to meaningfully respond to or address actual or threatened litigation, or government inquiries or investigations, or required filings with state, federal or foreign agencies (hereinafter “Company Matters”). Upon request of the Company, and at any point following Employee’s date of Separation from Service, Employee will make himself available to the Company for reasonable periods not inconsistent with his future employment, if any, by other Entities and will cooperate with the Company’s agents and attorneys as reasonably required by such Company Matters. The Company will reimburse Employee for any reasonable out-of-pocket expenses associated with providing such cooperation.