Common use of Parent Covenants and Representations Clause in Contracts

Parent Covenants and Representations. (a) Parent represents and warrants to the Company that Parent, as of the date of this Amendment, has access to, and on the Closing Date it will have, all funds necessary for the payment of the aggregate Cash Consideration as contemplated in Sections 1.5 and 5.3 of the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment). (b) Without limiting any of the other obligations of Parent and Merger Sub under the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment), as soon as practicable after the date of this Amendment, Parent shall prepare and file with the SEC a Current Report on Form 8-K amending the Form S-4 Registration Statement previously filed by Parent with the SEC, reflecting and implementing the terms of this Amendment (including the amended terms of the Merger reflected in this Amendment). Parent and Merger Sub shall cause the amendment to the Form S-4 Registration Statement and the filing and dissemination thereof to comply in all material respects with applicable Legal Requirements (including the Securities Act, the Exchange Act and the rules and regulations thereunder). The Company and its counsel shall be given reasonable opportunity to review and comment on such documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider in good faith all additions, deletions or changes thereto suggested by the Company and its legal counsel, and shall accept all such reasonable changes proposed thereto by the Company and its counsel. This Section 3.2(c) shall replace in its entirety, the obligations under Section 3.1(b) of Amendment No. 1. (c) Parent has made available to the Company that certain Second Amended and Restated Consent Under Loan and Security Agreement (the “Amended Consent”), executed by the lender under the Oxford Loan Agreement as of the date of this Amendment, and, unless a consent under the Oxford Loan Agreement is no longer needed in connection with the Contemplated Transactions, Parent and its Subsidiaries shall (i) comply with their respective obligations under Section 2 of such Amended Consent and (ii) take such other actions agreed upon with the Lenders (as defined in the Amended Consent) in order to obtain the consent from the Lenders in connection with the Contemplated Transactions.

Parent Covenants and Representations. (a) Parent represents and warrants to the Company that Parent, as of the date of this Amendment, it has access to, and on the Closing Date it will have, all funds necessary for the payment of the aggregate Cash Consideration as contemplated in Sections 1.5 and 5.3 of the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment). (b) Without limiting any of the other obligations of Parent and Merger Sub under the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment), as soon as practicable after the date of this Amendment, Parent shall prepare and file with the SEC a Current Report on Form 8-K amending the Form S-4 Registration Statement previously filed by Parent with the SEC, reflecting and implementing the terms of this Amendment (including the amended terms of the Merger reflected in this Amendment). Parent and Merger Sub shall cause the amendment to the Form S-4 Registration Statement and the filing and dissemination thereof to comply in all material respects with applicable Legal Requirements (including the Securities Act, the Exchange Act and the rules and regulations thereunder). The Company and its counsel shall be given reasonable opportunity to review and comment on such documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider in good faith all additions, deletions or changes thereto suggested by the Company and its legal counsel, and shall accept all such reasonable changes proposed thereto by the Company and its counsel. This Section 3.2(c) shall replace in its entirety, the obligations under Section 3.1(b) of Amendment No. 1. (c) Parent has made available to the Company that certain Second Amended and Restated Consent Under Loan and Security Agreement (the “Amended Consent”), executed by the lender under the Oxford Loan Agreement as of the date of this the Amendment, and, unless a consent under the Oxford Loan Agreement is no longer needed in connection with the Contemplated Transactions, Parent and its Subsidiaries shall (i) comply with their respective obligations under Section 2 of such Amended Consent and (ii) take such other actions agreed upon with the Lenders (as defined in the Amended Consent) in order to obtain the consent from the Lenders in connection with the Contemplated Transactions.