Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except as (1) may be required or precluded by any Applicable Law or any other actions of any Governmental Authority, (2) expressly required or permitted by this Agreement, (3) consented to in advance by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (4) for any actions taken reasonably and in good faith to respond to COVID-19 or other epidemic or pandemic, including compliance with any COVID-19 Measures, or (5) set forth on Section 5.01(a) of the Company Disclosure Letter, 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 shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) carry on their business in the usual, regular and Ordinary Course, (b) maintain and preserve intact their current business organizations and (c) maintain its relationships and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.02 shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.02.

Affirmative Obligations of the Company. Except (a) as (1) may be required or precluded by any Applicable Law or any other actions of any Governmental Authority, (2) expressly required contemplated or permitted by this Agreement, (3b) consented to as set forth in Section 5.1 of the Company Disclosure Schedule, or (c) as approved in advance by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (4) for any actions taken reasonably and in good faith to respond to COVID-19 or other epidemic or pandemic, including compliance with any COVID-19 Measures, or (5) set forth on Section 5.01(a) of the Company Disclosure Letterwriting, 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 Article VIII hereof and the Effective Appointment Time, each of the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to shall (ai) carry on their its business in the usual, regular and Ordinary Courseordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, (bii) maintain pay its debts and taxes when due, in each case subject to good faith disputes over such debts or taxes, (iii) pay or perform all material obligations when due, and (iv) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact their current its present business organizations organization, (B) keep available the services of its present officers and employees and (cC) maintain preserve its relationships and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings; provided, however, that (1) the Company shall not be required to take any action pursuant to this Section 5.1 that would cause any representation or warranty of the Company set forth in this Agreement to be or become inaccurate, and (2) no action failure by the Company or to take any of its Subsidiaries with respect to matters specifically addressed action otherwise required by any provision of this Section 5.02 5.1 shall be deemed a breach of this sentence unless such action would to constitute a breach of, or inaccuracy in, any of the representations and warranties of the Company set forth in this Agreement if and to the extent that Parent shall consent to such provision of failure in writing pursuant to this Section 5.025.1.

Affirmative Obligations of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except (a) as (1) may be prohibited or required by applicable Law or precluded by any Applicable Law or any other actions of any Governmental AuthorityEntity, (2b) expressly as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (3) consented to in advance by Parent in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall use its reasonable best efforts to (4i) for any actions taken reasonably and in good faith to respond to COVID-19 or other epidemic or pandemic, including compliance with any COVID-19 Measures, or (5) set forth on Section 5.01(a) conduct the businesses of the Company Disclosure Letter, 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 shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) carry on their business in the usual, regular and Ordinary Course, ; (bii) maintain and preserve intact their current the present business organizations of the Company and its Subsidiaries; (iii) maintain in effect all of its Permits; and (civ) maintain keep available the services of its relationships directors, officers and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealingssenior management; provided, however, provided that no action by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by any provision of Section 5.02 5.2(a) through Section 5.2(r) shall be deemed a breach of this sentence Section 5.1 unless such action would constitute a breach of such provision of Section 5.025.2(a) through Section 5.2(r), as applicable.

Affirmative Obligations of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with ‎Section 8.1, except (a) as (1) may be prohibited or required by applicable Law or precluded by any Applicable Law or any other actions of any Governmental AuthorityEntity, (2b) expressly as set forth in ‎Section 5.1 or ‎Section 5.2 of the Company Disclosure Letter, or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (3) consented to in advance by Parent in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall use its reasonable best efforts to (4i) for any actions taken reasonably and in good faith to respond to COVID-19 or other epidemic or pandemic, including compliance with any COVID-19 Measures, or (5) set forth on Section 5.01(a) conduct the businesses of the Company Disclosure Letter, 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 shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) carry on their business in the usual, regular and Ordinary Course, ; (bii) maintain and preserve intact their current the present business organizations of the Company and its Subsidiaries; (iii) maintain in effect all of its Permits; and (civ) maintain keep available the services of its relationships directors, officers and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealingssenior management; provided, however, provided that no action by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by any provision of Section 5.02 ‎Section 5.2(a) through ‎Section 5.2(r) shall be deemed a breach of this sentence ‎Section 5.1 unless such action would constitute a breach of such provision of Section 5.02‎Section 5.2(a) through ‎Section 5.2(r), as applicable.