Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except as (a) may be required by Applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulation of NYSE, (b) expressly required or permitted by this Agreement, (c) set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, or (d) approved in advance by Parent in writing, not to be unreasonably withheld, conditioned or delayed, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and each of its Subsidiaries shall use commercially reasonable efforts to (i) carry on its business in the ordinary course of business in all material respects, (ii) keep available the services of its key employees, and (iii) maintain its relationships and goodwill with Governmental Entities and significant customers, suppliers, distributors and others with which it has significant business dealings (it being agreed, however, that with respect to the matters specifically addressed by any provision of Section 5.2, such specific provisions shall govern over the more general provision of Section 5.1); provided, for the avoidance of doubt, that any reasonable action or omission taken by or on behalf of the Company or any of its Subsidiaries in response to COVID-19, any actual or anticipated COVID-19 Measures, including the establishment of any policy, procedure or protocol, other calamity or actual or anticipated changes in Applicable Law will not be deemed to violate or breach this Agreement in any way, all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and no such actions or failure to take such actions shall serve as a basis for Parent to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, however, before taking any action or omission in reliance upon the immediately preceding proviso, the Company will use reasonable efforts to consult with Parent to the extent permitted by Applicable Law and to the extent practicable.

Affirmative Obligations of the Company. Except as (a) may be required by Applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulation of NYSE, (b) expressly required as contemplated or permitted by this Agreement, (cb) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, Schedule or (dc) as approved in advance by Parent in writing, writing (which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall to, (i) use commercially reasonable efforts to (i) carry on its business in the ordinary course of business in all material respectsrespects and in compliance with all applicable Legal Requirements, (ii) pay its material debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform when due all obligations which individually or in the aggregate are material to the Company, (iv) provide all documents referenced in Section 3.18(a) to Parent that have not already been provided, (v) (X) make available for inspection by Parent all findings and documents relating to the preparation of the self disclosure described in Section 7.3(d), (Y) allow Parent to assist in the process of (1) selecting such third parties as the parties may mutually deem necessary, to assist in gathering information necessary for the preparation of such self disclosure, (2) drafting and preparing such self disclosure, and (Z) submit a related “narrative account” that is acceptable to and is not in any material respect inconsistent with the substantive advice received in consultation with Parent’s export control counsel, and (vi) use commercially reasonable efforts to (A) preserve intact its present business organization, (B) keep available the services of its key employees, present officers and employees and (iiiC) maintain preserve its relationships and goodwill with Governmental Entities and significant customers, suppliers, distributors distributors, licensors, licensees and others with which it has significant business dealings (it being agreed, however, that with respect to the matters specifically addressed by any provision of Section 5.2, such specific provisions shall govern over the more general provision of Section 5.1); provided, for the avoidance of doubt, that any reasonable action or omission taken by or on behalf of the Company or any of its Subsidiaries in response to COVID-19, any actual or anticipated COVID-19 Measures, including the establishment of any policy, procedure or protocol, other calamity or actual or anticipated changes in Applicable Law will not be deemed to violate or breach this Agreement in any way, all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and no such actions or failure to take such actions shall serve as a basis for Parent to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, however, before taking any action or omission in reliance upon the immediately preceding proviso, the Company will use reasonable efforts to consult with Parent to the extent permitted by Applicable Law and to the extent practicabledealings.

Affirmative Obligations of the Company. Except as (a) may be required by Applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulation of NYSE, (b) expressly required as contemplated or permitted by this Agreement, (cb) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, Schedule or (dc) as approved in advance by Parent in writing, writing (which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall to, (i) use commercially reasonable efforts to (i) carry on its business in the ordinary course of business in all material respectsrespects and in compliance with all applicable Legal Requirements, (ii) pay its material debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform when due all obligations which individually or in the aggregate are material to the Company, (iv) provide all documents referenced in Section 3.18(a) to Parent that have not already been provided, (v) (X) make available for inspection by Parent all findings and documents relating to the preparation of the self disclosure described in Section 7.3(d), (Y) allow Parent to assist in the process of (1) selecting such third parties as the parties may mutually deem necessary, to assist in gathering information necessary for the preparation of such self disclosure, (2) drafting and preparing such self disclosure, and (Z) submit a related "narrative account" that is acceptable to and is not in any material respect inconsistent with the substantive advice received in consultation with Parent's export control counsel, and (vi) use commercially reasonable efforts to (A) preserve intact its present business organization, (B) keep available the services of its key employees, present officers and employees and (iiiC) maintain preserve its relationships and goodwill with Governmental Entities and significant customers, suppliers, distributors distributors, licensors, licensees and others with which it has significant business dealings (it being agreed, however, that with respect to the matters specifically addressed by any provision of Section 5.2, such specific provisions shall govern over the more general provision of Section 5.1); provided, for the avoidance of doubt, that any reasonable action or omission taken by or on behalf of the Company or any of its Subsidiaries in response to COVID-19, any actual or anticipated COVID-19 Measures, including the establishment of any policy, procedure or protocol, other calamity or actual or anticipated changes in Applicable Law will not be deemed to violate or breach this Agreement in any way, all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and no such actions or failure to take such actions shall serve as a basis for Parent to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, however, before taking any action or omission in reliance upon the immediately preceding proviso, the Company will use reasonable efforts to consult with Parent to the extent permitted by Applicable Law and to the extent practicabledealings.