Common use of Financing and Financing Cooperation Clause in Contracts

Financing and Financing Cooperation. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Financing on the terms and conditions described in the Commitment Letters by the Closing, including using reasonable best efforts to (i) maintain in effect each Commitment Letter (provided that each such Commitment Letter may be amended, supplemented, modified and replaced as set forth below), (ii) satisfy on a timely basis all conditions applicable to Parent or Merger Sub to the funding of the Financing set forth in each Commitment Letter and within Parent’s or Merger Sub’s control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with clauses (d) and (e) of this Section 5.13) and otherwise comply with its obligations thereunder and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by each Commitment Letter (including any “flex” provisions), or terms and conditions not materially less favorable (taken as a whole) to Parent than the terms and conditions contemplated by the Commitment Letters (including any “flex” provisions) which terms and conditions would not reasonably be expected to prevent, materially delay or materially impede the consummation of the Financing or the Merger.

Financing and Financing Cooperation. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letters by the ClosingLetter, including using reasonable best efforts to to: (i) maintain in effect each and enforce the Commitment Letter and comply with its obligations thereunder (provided that each such the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), ; (ii) satisfy on a timely basis and in a manner that will not impede the ability of the parties to consummate the Merger in advance of the End Date all conditions applicable to Parent or and Merger Sub to the funding of the Financing (including the Financing Conditions) set forth in each the Commitment Letter and any definitive agreements executed in connection therewith within Parent’s or Merger Sub’s control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with clauses (d) and (e) of this Section 5.13) and furnish information to Parent or otherwise to comply with its obligations thereunder under this Agreement) and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by each the Commitment Letter (including including, if necessary, any “flex” provisions), or terms . Parent shall keep the Company informed on a regular basis and conditions not materially less favorable (taken as a whole) to Parent than the terms and conditions contemplated by the Commitment Letters (including any “flex” provisions) which terms and conditions would not reasonably be expected to prevent, materially delay or materially impede the consummation in reasonable detail of the status of its efforts to arrange the Financing and shall give the Company prompt notice of any fact, change, event or circumstance that has had or is reasonably likely to have, individually or in the Mergeraggregate, a material adverse impact with respect to the Financing.

Financing and Financing Cooperation. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letters by the ClosingLetter, including using reasonable best efforts to to: (i) maintain in effect each and enforce the Commitment Letter and comply with its obligations thereunder (provided provided, that each such the Commitment Letter may be amended, supplemented, modified and replaced as set forth below), ; (ii) satisfy on a timely basis and in a manner that will not impede the ability of the parties to consummate the Merger in advance of the End Date all conditions applicable to Parent or and Merger Sub to the funding of the Financing (including the Financing Conditions) set forth in each the Commitment Letter and any definitive agreements executed in connection therewith within Parent’s or Merger Sub’s control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with clauses (d) and (e) of this Section 5.13) and furnish information to Parent or otherwise to comply with its obligations thereunder under this Agreement) and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by each the Commitment Letter (including including, if necessary, any “flex” provisions), or terms . Parent shall keep the Company informed on a regular basis and conditions not materially less favorable (taken as a whole) to Parent than the terms and conditions contemplated by the Commitment Letters (including any “flex” provisions) which terms and conditions would not reasonably be expected to prevent, materially delay or materially impede the consummation in reasonable detail of the status of its efforts to arrange the Financing and shall give the Company prompt notice of any fact, change, event or circumstance that has had or is reasonably likely to have, individually or in the Mergeraggregate, a material adverse impact with respect to the Financing.