Cooperation with Financing Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that Buyer’s obligations hereunder are not conditioned in any manner upon Buyer’s obtaining any financing. For the avoidance of doubt, Buyer acknowledges and agrees that the existence of any conditions contained in any commitment letter relating to the Debt Financing, the definitive documentation entered into pursuant thereto or in connection therewith or any other document related to the Debt Financing shall not constitute, nor be construed to constitute, a condition to the consummation of the Stock Purchase or the other transactions contemplated hereby. The Company agrees to reasonably cooperate in connection with the arrangement of the Debt Financing as may be reasonably requested by Buyer, at Buyer’s sole cost and expense (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Target Companies or involve any material out-of-pocket expense by Seller or the Target Companies that is not advanced by Buyer). Such cooperation by the Company shall include, at the reasonable request of Buyer, the following: (a) use commercial reasonable efforts to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders in connection with the Debt Financing; (b) use of commercial reasonable efforts by senior management of the Company to participate in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (c) provision of all financial information contemplated by and in accordance with Section 4.3(d); (d) use of its commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing; (e) provision of documentation and other information reasonably required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations; (f) assistance in delivering agreements, documents or certificates that facilitate the creation, perfection or enforcement, in each case as of the Closing, of liens securing such Debt Financing to the extent required thereby (including original copies of all certificated securities (with transfer powers executed in blank) and control agreements) as reasonably requested by the Buyer; and (g) subject to customary indemnification and exculpation provisions for the benefit of Seller and the Target Companies, customary authorization letters, confirmations and undertakings in connection with the information provided by the Target Companies in connection with the Debt Financing (including with respect to presence or absence of material non-public information and accuracy of the information contained therein); provided, (w) that no Target Company shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the Debt Financing prior to the Closing; (x) that the effectiveness of any documentation executed by the Target Companies with respect thereto shall be subject to the consummation of the Closing; (y) this Section 4.12 will not require the Company or any of its Subsidiaries to agree to any contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Target Companies upon the termination of this Agreement in accordance with its terms; and (z) Buyer shall indemnify and hold harmless Seller, the Target Companies and their respective directors, officers, employees and agents from and against any and all Losses suffered or incurred in connection with the arrangement of the Debt Financing or any assistance or activities provided in connection therewith (other than arising from the Company’s or its representatives’ actual fraud). Nothing in this Section 4.12 shall require such cooperation to the extent it would (i) cause any condition to Closing to fail to be satisfied or otherwise cause any material breach of this Agreement (unless waived by Buyer), (ii) require the Target Companies to take any action that will conflict with or violate their respective organizational documents or any requirement of Law or result in the material contravention of, or that would reasonably be expected to result in a material violation or breach of, or default under, any material contract to which are party to or (iii) result in any officer or director of the Target Companies incurring any personal liability with respect to any matters relating to the Debt Financing. Buyer acknowledges and agrees that Seller and their respective affiliates (including the Target Companies but only prior to Closing) and the directors, officers, employees, attorneys, representatives and agents have no liability for any financing (including the Debt Financing) that Buyer may raise or attempt to raise in connection with the Stock Purchase. Buyer shall promptly, upon request by the Company, reimburse the Company for all of its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Target Companies and their Affiliates in connection with any cooperation required by or requested in accordance with this Section 4.12. The Company hereby consents to the reasonable use of the Target Companies’ logos in connection with the Debt Financing; provided, that such logos are used in a manner that is not intended to harm or disparage the Target Companies or their marks.
Cooperation with Authorities Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this agreement or the transactions contemplated hereby.
Communication with Accountants Each Credit Party executing this Agreement authorizes (a) Agent and (b) so long as an Event of Default has occurred and is continuing, each Lender, to communicate directly with its independent certified public accountants, including Ernst & Young, and authorizes and shall instruct those accountants and advisors to disclose and make available to Agent and each Lender any reasonably requested information in its possession or under its control relating to any Credit Party with respect to the business, results of operations and financial condition of any Credit Party.
Consultation with Attorney He or she has been advised to consult with his or her own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent he or she considers necessary.
Cooperation with Accountants PFPC shall cooperate with the Fund's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
Cooperation with Voting Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture.
CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.
Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.
Transaction with Affiliates The Company shall not, and shall not permit any of its direct or indirect Subsidiaries to, transfer, sell, assign or otherwise dispose of any of its assets to any Affiliate or enter into any transaction directly or indirectly with or for the benefit of any Affiliate unless the monetary or business consideration arising therefrom would be as advantageous to the Company or, as applicable, such Subsidiary, as the Company or such Subsidiary would obtain in a comparable arm’s length transaction with a Person not an Affiliate.
Consultation with Experts The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.