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. During the term of the Executive’s employment by the Company and following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and professional commitments, the Executive agrees to reasonably assist the Company and its representatives and agents with any business, investigation and/or litigation (or potential litigation) matters affecting or involving the Company relating to Executive’s period of employment. The Company will reimburse the Executive for all associated reasonable costs of travel.
Cooperation. You agree, without receiving additional compensation, to reasonably cooperate with the Company, both during and after the period of employment with the Company, with respect to matters that relate to your period of employment, in all investigations, potential litigation or litigation in which the Company is involved or may become involved other than any such investigations, potential litigation or litigation between the Company and you. The Company will reimburse you for reasonable travel and out-of-pocket expenses incurred in connection with any such investigations, potential litigation or litigation.
Cooperation. During and after the Executive’s employment, Executive shall cooperate fully with each member of the Company Group 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 any member of the Company Group which relate to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors). Executive’s full cooperation in connection with such claims or actions shall include, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group 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 Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this [Section 13], but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence.
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.
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