Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (a) as contemplated or permitted by this Agreement, (b) as set forth in Section 5.1 of the Company Disclosure Schedule, or (c) as approved in advance by Parent in writing, 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 Appointment Time, each of the Company and each of its Subsidiaries shall (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, (ii) 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 its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its relationships with 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 failure by the Company to take any action otherwise required by this Section 5.1 shall be deemed 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 failure in writing pursuant to this Section 5.1.

Affirmative Obligations of the Company. Except as (a1) as contemplated 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, (b3) as set forth in Section 5.1 of the Company Disclosure Schedule, or (c) as approved consented to in advance by Parent in writingwriting (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 ARTICLE VIII hereof and the Appointment Effective Time, each of the Company shall, and shall cause each of its Subsidiaries shall to, use commercially reasonable efforts to (ia) carry on its their business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsOrdinary Course, (iib) pay its debts maintain 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, preserve intact their current business organizations and (ivc) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve 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 (1) the Company shall not be required to take any no 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 failure by the Company or any of its Subsidiaries with respect to take matters specifically addressed by any action otherwise required by this provision of Section 5.1 5.02 shall be deemed to a breach of this sentence unless such action would constitute a breach of, or inaccuracy in, any of the representations and warranties such provision of the Company set forth in this Agreement if and to the extent that Parent shall consent to such failure in writing pursuant to this Section 5.15.02.