Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. (a) Parent shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Buyer Parties in such definitive agreements that are within their control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.10).

Cooperation with Financing. (a) Parent shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Debt Commitment LetterLetters, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Buyer Parties in such definitive agreements that are within their control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt written notice of any material breach by any party of the Debt Commitment Letter Letters or any termination of the Debt Commitment LetterLetters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter Letters without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.10).

Cooperation with Financing. (a) Parent shall Parent, Purchaser and Mr. Xxxxxx xxxll use its commercially reasonable best efforts to arrange obtain the Debt Financing on the terms Financing. The Company agrees to provide, and conditions described in will use commercially reasonable efforts to cause its subsidiaries, its officers and employees, representatives and advisors, including legal and accounting, to provide all necessary cooperation reasonably requested by Parexx, Xxrchaser and Mr. Xxxxxx xx connection with the Debt Commitment LetterFinancing, including including, without limitation, using commercially reasonable best efforts to cause (a) appropriate officers and employees to be available on a customary basis for "road show" appearances and the preparation of disclosure documents in connection therewith and (b) its independent accountants and counsel to provide assistance to Parent, Purchaser and Mr. Xxxxxx xx reasonably required in connection with the Debt Financing; provided, however, that the obligation of the Company to use its commercially reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the terms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses. Parent and Purchaser shall keep the Company informed of the status of their arrangements for the Debt Financing, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein any indication that DLJ has withdrawn or will withdraw or adversely modify the DLJ Letter, or that DLJ has indicated that there has occurred a material adverse disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause DLJ to withdraw the DLJ Letter, and (ii) to satisfy all conditions applicable any other material adverse developments relating to the Buyer Parties in such definitive agreements financing contemplated by the Debt Financing. Parent shall provide written notice to the Company within twenty-four (24) hours if DLJ has indicated to Parent or Purchaser that are within their controlit will be unable to arrange or secure the financing contemplated by the DLJ Letter. In the event Parent and Purchaser are unable to arrange any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated such financing in the Debt Commitment manner or from the sources contemplated by the DLJ Letter, Parent and Purchaser shall use its commercially reasonable best efforts (but without any requirement to expend additional funds or modify in a manner adverse to Parent, Purchaser or Mr. Xxxxxx xxx of the terms of the Offer, the Merger or the other transactions contemplated hereby) to arrange to obtain any such portion from alternative sources on comparable or more favorable substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and Purchaser were unable to Parent (as determined arrange. Nothing in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent this Section shall give require the Company prompt notice of to enter into any material breach by any party of the Debt Commitment Letter credit agreement, indenture, guarantee or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts similar agreement related to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated other than by this Agreement and subject only to the satisfaction or waiver operation of law upon consummation of the conditions set forth in Sections 8.01 and 8.02 Merger) without the consent of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.10)Special Committee.

Cooperation with Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to arrange obtain the Debt Financing at Closing (giving effect to the timing of the Marketing Period) on the terms and conditions described in the Debt Commitment LetterFinancing Commitments; provided, including using reasonable best efforts that Parent and Merger Sub may (x) amend the Debt Financing Commitments to (i) negotiate definitive agreements add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement and, in connection therewith, amend the economic and other arrangements with respect to existing and additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, (y) amend the Debt Financing Commitments to implement any flex provisions applicable thereto on terms and conditions contained therein and or (iiz) otherwise replace or amend, or agree to satisfy all conditions applicable any waivers in respect of, the Debt Financing Commitments, so long as, in each case, (A) such action would not reasonably be expected to materially delay or prevent the Buyer Parties in such definitive agreements that are within their control. In Closing or impair the event any portion availability of the Debt Financing becomes unavailable on Commitments or reduce the terms and conditions contemplated in the Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment aggregate amount of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability cash proceeds available to consummate the transactions contemplated by this AgreementAgreement and to pay all amounts payable by Parent in connection with this Agreement on the Closing Date, without first obtaining (B) the terms thereof are not less beneficial to Parent and Merger Sub, with respect to conditionality or enforcement, or less beneficial to the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if than those in the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers Commitments as in effect on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 date of this Agreement and (C) such action does not in any way alter the pricing or other economic terms of the Debt Financing Commitments as in effect on the date hereof, other than pursuant to Parent’s rights under Section 9.01any reallocation of the economics as a result of the addition of any lenders, regardless agents or titles described in clause (x) of whether this paragraph or to implement any flex provisions applicable to the Buyer Parties have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.10).Debt Financing Commitments. Such reasonable best efforts shall include using reasonable best efforts to:

Cooperation with Financing. (a) Parent shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Buyer Parties in such definitive agreements that are within their control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter without first consulting with the Company or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Buyer Parties shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 8.01 and 8.02 of this Agreement and to Parent’s rights under Section 9.01, regardless of whether the Buyer Parties have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.10).