Common use of Notification and Consultation Clause in Contracts

Notification and Consultation. Borrower and its Subsidiaries agree to use reasonable best efforts to perform and comply with their respective obligations under the Merger Agreement and other Transaction Documents, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and in accordance with the Merger Agreement and other Transaction Documents. If the Borrower or any of its Subsidiaries receives any material notices, communications, filings or other documents (including, without limitation, any drafts thereof) from any third party (including TopCo, Parent or Merger Sub) in connection with the Merger Agreement or any other Transaction Document or any of the Contemplated Transactions, the Borrower shall promptly (and in any event within forty-eight hours of receipt thereof) provide a copy thereof to SLR. If it is necessary or appropriate for the Borrower or any of its Subsidiaries to prepare, provide, file or submit any material notice, communication, filing or document pursuant to the Merger Agreement or any other Transaction Document or in connection with any of the Contemplated Transactions, the Borrower shall provide a draft thereof to SLR reasonably in advance of finalizing, submitting, issuing or releasing such notice, communication, filing or document to permit SLR and its representatives a reasonable amount of time to review and comment thereon and shall incorporate any reasonable comments proposed by SLR or any of its representatives prior to such finalization, submission, issuance or release. Without limiting the foregoing, the Borrower shall, and shall cause its Subsidiaries and its and their respective representatives to, reasonably consult in good faith with SLR, and take into consideration any suggestions, views or advice proposed by SLR in good faith, in connection with (i) any material actions, decisions or matters relating to any of the Transaction Documents or Contemplated Transactions involving the Borrower or any of its Subsidiaries, and (ii) any material notices, communications, filings or other documents necessary or appropriate to be prepared by the Borrower or any of its Subsidiaries pursuant to the Transaction Documents or in connection with any of the Contemplated Transactions, including, without limitation, any regulatory filings (including, without limitation, filings with the SEC, such as any proxy statement, Schedule 13E-3 or Form 8-K) and public announcements or press releases relating to any of the Transaction Documents or the Contemplated Transactions. Notwithstanding anything herein to the contrary, nothing in this Section 6.12 shall affect, limit, impair or modify the rights and remedies of Topco or Parent pursuant to the Merger Agreement with respect to Section 5.3 of the Merger Agreement and shall not otherwise affect, limit, impair or modify any other rights of SLR under the Loan and Security Agreement.

Notification and Consultation. Borrower and its Subsidiaries agree to use reasonable best efforts to perform and comply with their respective obligations under the If Topco, Parent, Merger Agreement and other Transaction Documents, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and in accordance with the Merger Agreement and other Transaction Documents. If the Borrower Sub or any of its Subsidiaries their respective Affiliates receives any material notices, communications, filings or other documents (including, without limitation, any drafts thereof) from any third party (including TopCo, Parent the Company or Merger Subthe Rolling Stockholders) in connection with the Merger Agreement or any other Transaction Document or any of the Contemplated Transactions, the Borrower Topco shall promptly (and in any event within forty-eight 24 hours of receipt thereof) provide a copy thereof to SLR. If it is necessary or appropriate for the Borrower or any of its Subsidiaries Topco, Parent or Merger Sub (or their applicable Affiliates) to prepare, provide, file or submit any material notice, communication, filing or document pursuant to the Merger Agreement or any other Transaction Document or in connection with any of the Contemplated Transactions, the Borrower such Person shall provide (or cause its applicable Affiliate to provide) a draft thereof to SLR reasonably in advance of finalizing, submitting, issuing or releasing such notice, communication, filing or document to permit SLR and its representatives a reasonable amount of time to review and comment thereon and shall incorporate any reasonable comments proposed by SLR or any of its representatives prior to such finalization, submission, issuance or release. Without limiting the foregoing, the Borrower (a) each of Topco, Parent and Merger Sub shall, and shall cause its Subsidiaries their respective Affiliates and its and their respective representatives to, reasonably consult in good faith with SLR, and take into consideration any suggestions, views or advice proposed by SLR in good faith, in connection with (i) any material actions, decisions or matters relating to any of the Transaction Documents or Contemplated Transactions involving Topco, Parent or Merger Sub (or their applicable Affiliates that are parties to the Borrower or any of its SubsidiariesTransaction Documents), and (iib) any material notices, communications, filings or other documents necessary or appropriate the foregoing provisions are intended to be prepared by the Borrower or any apply in respect of its Subsidiaries pursuant to the Transaction Documents or in connection with any of the Contemplated Transactions, including, without limitation, any regulatory filings (including, without limitation, filings with the SEC, such as any proxy statement, Schedule 13E-3 or Form 8-K) and public announcements or press releases relating to any of the Transaction Documents or the Contemplated Transactions. Notwithstanding anything herein to the contrary, nothing Nothing in this Section 6.12 shall affect2.7 requires any Person to disclose any such notices, limit, impair filings or modify other documents to the rights and remedies extent (i) provision of Topco such information would reasonably be expected to violate any of such disclosing Person’s or Parent pursuant to its Affiliates’ respective bona fide obligations of confidentiality under any applicable Contract or Law (other than any confidentiality obligations arising under the Merger Agreement or the Confidentiality Agreement), or (ii) that furnishing such information would in the reasonable opinion of such disclosing Person (after consulting outside counsel) result in loss of legal protection, including the attorney-client privilege and work product doctrine; provided, however, in each case of the immediately preceding clauses (i) and (ii), such Person will cooperate with respect SLR in good faith and use reasonable best efforts to Section 5.3 permit disclosure of the applicable information to SLR to the extent it would not violate applicable Contracts or Laws or waiver of privilege. The Holders will promptly (and in any event within twenty four (24) hours) notify Parent in the event the Holders become aware of any violation or default by the Company or any of the Company’s Subsidiaries under the Loan Agreement or the other Loan Documents that would reasonably be expected to result in the failure of any condition to the obligations of Parent or Merger Sub to effect the Merger set forth in Article VI of the Merger Agreement and shall not otherwise affect, limit, impair or modify any other rights of SLR under the Loan and Security Agreement.