Common use of Affirmative Obligations Clause in Contracts

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, (b) as set forth in the Company Disclosure Letter, (c) as required by applicable Law, or (d) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance), during the period from the execution and delivery of this Agreement 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 its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, (ii) preserve intact in all material respects its material assets, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, and (iv) preserve intact in all material respects its significant commercial relationships with third parties; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as expressly prohibited by Section 5.2; (d) as required by applicable LawLaw or required, or in the Company’s reasonable, good faith discretion, advisable in connection with any COVID-19 Measures, or (de) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and (provided, that Parent shall be deemed given to have approved in writing if Parent it provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstanceapproval)), at all times during the period from 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 TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) preserve intact subject to the restrictions and exceptions set forth in all material respects its material assetsSection 5.2 or elsewhere in this Agreement, properties and Material Contracts, (iii) conduct its business in all material respects and operations in the ordinary course of business, ; and (iviii) use its commercially reasonable efforts to (A) preserve intact in all its material respects assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (B) keep available the services of its significant commercial current officers and senior management-level employees; and (C) preserve the current relationships with its material third partiesparty business relations; provided, that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 of the Company Disclosure Letter, ; (c) as required by applicable Law, Law or Order; (d) for any COVID-19 Actions; or (e) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 TimeTime (the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) maintain subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on its existence in good standing pursuant to applicable Lawbusiness, (ii) preserve intact in all material respects its material assetsmaterials respects, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, business consistent with past practice; and (ivii) use its respective reasonable best efforts to (A) preserve intact in all material respects its significant commercial relationships with third parties; present business and goodwill, (B) keep available the services of its officers, employees and service providers (provided, that no Company Group Member will have any obligation to pay any officer or employee additional compensation, including any increase in base salary, bonus opportunity or any stay, retention bonus or similar payment to comply with this subsection (B)) and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees, contractors and other Persons with which it has significant business dealings, in each case in a manner substantially consistent with past practice; provided that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, Agreement (including the activities of the Company pursuant to Section 4.3 and Section 5.7); (b) as set forth in Section 4.1 or Section 4.2 of the Company Disclosure Letter, ; (c) as required by applicable Law, or ; (d) for any reasonable actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures (provided that the Company (A) consults in good faith with Parent, reasonably in advance to the extent practicable, about the merits of taking any such action and will consider Parent’s comments in good faith and (B) keeps Parent reasonably informed of such action taken); or (e) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 VII and the Effective TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries toto (i) use commercially reasonable efforts to carry on its business, in all material respects, in the ordinary course of business consistent with past practice; and (ii) use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, (iiA) preserve intact in all material respects its material assets, properties and Material Contractspresent business, (iiiB) conduct keep available the services of its business in all material respects in the ordinary course officers and key employees (other than where termination of business, such services is for cause) and (ivC) preserve intact in all material respects its significant commercial relationships with third parties; providedcustomers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings, provided that notwithstanding anything in this Section 4.1 to the contrary, no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 4.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-194.1.

Affirmative Obligations. Except (a) as expressly required or expressly contemplated by this Agreement, Agreement or required by applicable Law or order; (b) as set forth in Section 7.1 or Section 7.2 of the Company Disclosure Letter, ; (c) as required contemplated by applicable Law, Section 7.2; or (d) as approved in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and delayed); provided that, if Parent fails to respond to a written request from the Company for consent required pursuant to this Section 7.1 reasonably promptly (but in no event more than seven (7) Business Days following the Company’s request in writing provided in accordance with Section 11.2) after receipt of such request, Parent’s approval shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance)granted, at all times during the period from 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 X and the Effective Time, the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law, ; (ii) preserve intact subject to the restrictions and exceptions set forth in Section 7.2 or elsewhere in this Agreement, use its respective reasonable best efforts to conduct its business and operations in the ordinary course of business in all material respects respects; and (iii) use its respective commercially reasonable efforts to (A) preserve intact its material assets, properties properties, Material Contracts or other material legally binding understandings, licenses and Material Contracts, business organizations; (iiiB) conduct keep available the services of its business in all material respects in current officers and key employees; and (C) to the extent consistent with the ordinary course of business, and (iv) preserve intact in all material respects its significant commercial the current relationships with third parties; providedmaterial customers, that no action by vendors, distributors, partners, lessors, licensors, licensees, creditors, contractors and other Persons with which the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company Group has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective material business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19relations.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, Agreement or required by applicable law; (b) as set forth in Section 5.1 of the Company Disclosure Letter, ; (c) as required by applicable Law, for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures; or (d) as approved by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 shallwill, and shall will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, law; (ii) preserve intact subject to the restrictions and exceptions set forth in all material respects Section 5.2 or elsewhere in this Agreement, use its material assets, properties and Material Contracts, (iii) respective commercially reasonable efforts to conduct its business in all material respects and operations in the ordinary course of business, ; and (iviii) use its respective commercially reasonable efforts to (A) preserve intact in all its material respects assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (B) keep available the services of its significant commercial current officers and key employees; and (C) preserve the current relationships with third partiescustomers, vendors, distributors, partners (including system integrators, platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has material business relations; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence Section 5.1 unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19

Affirmative Obligations. Except (a) as expressly required or expressly contemplated by this Agreement, Agreement or required by applicable Law or order; (b) as set forth in Section 7.1 or Section 7.2 of the Company Disclosure Letter, ; (c) as required contemplated by applicable Law, Section 7.2; or (d) as approved in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and delayed); provided that, if Parent fails to respond to a written request from the Company for consent required pursuant to this Section 7.1 reasonably promptly (but in no event more than seven (7) Business Days following the Company’s request in writing provided in accordance with Section 11.2) after receipt of such request, Parent’s approval shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance)granted, at all times during the period from 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 X and the Effective Time, the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law, ; (ii) preserve intact subject to the restrictions and exceptions set forth in Section 7.2 or elsewhere in this Agreement, use its respective reasonable best efforts to conduct its business and operations in the ordinary course of business in all material respects respects; (iii) use its respective commercially reasonable efforts to (A) preserve intact its material assets, properties properties, Material Contracts or other material legally binding understandings, licenses and Material Contracts, business organizations; (iiiB) conduct keep available the services of its business in all material respects in current officers and key employees; and (C) to the extent consistent with the ordinary course of business, preserve in all material respects the current relationships with material customers, vendors, distributors, partners, lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has material business relations and (iv) preserve intact provide prompt (but in all material respects its significant commercial relationships with third parties; providedany event, that no action by the Company or its Subsidiaries with respect within three (3) Business Days) written notice to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings receipt of any communication from any Governmental Authority alleging material non-compliance or potential material non-compliance with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19applicable Law.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, (b) as set forth in the Company Disclosure Letter, (c) as required by applicable Law, or (d) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance), during the period from the execution and delivery of this Agreement 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 its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, (ii) preserve intact in all material respects its material assets, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, business and (ivii) preserve intact in all material respects its significant commercial relationships with third parties; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parentcase, the Company and its Subsidiaries may make any necessary or advisable changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19COVID-19 Measures.

Affirmative Obligations. Except (a) as expressly contemplated by this AgreementAgreement (including the activities of the Company pursuant to Section 5.3, Section 6.6 and Section 6.21); (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as prohibited by Section 5.2; (d) as required by applicable Law, ; (e) for any reasonable actions taken in good faith to respond to the actual effects of COVID-19 or COVID-19 Measures; or (df) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries toto (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, use commercially reasonable efforts to carry on its business, in all material respects, in the ordinary course of business consistent with past practice; and (ii) use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, (iiA) preserve intact in all material respects its material assets, properties and Material Contractspresent business, (iiiB) conduct keep available the services of its business in all material respects in the ordinary course of business, officers and employees and (ivC) preserve intact in all material respects its significant commercial relationships with third partiescustomers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings; providedprovided that notwithstanding anything in this Section 5.1 to the contrary, that no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as required contemplated by applicable LawSection 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures, or (de) as approved by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 shallwill, and shall will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, ; (ii) preserve intact subject to the restrictions and exceptions set forth in all material respects its material assetsSection 5.2 or elsewhere in this Agreement, properties and Material Contracts, (iii) conduct its business in all material respects and operations in the ordinary course of business, ; and (iviii) use its respective commercially reasonable efforts to (a) preserve intact in all its material respects assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (b) keep available the services of its significant commercial current officers and key employees; and (c) preserve the current relationships with third partiescustomers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations; provided, that no action or failure to act by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of Section 5.2 shall will be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-195.1.

Affirmative Obligations. Except Except: (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law, ; (e) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (df) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably conditioned, delayed or withheld, conditioned or delayed and ); provided that Parent shall be deemed given to have approved in writing if Parent it provides no written response within (x) five (5) Business Days after receipt of a written request notice by the Company for requesting such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance)approval, at all times during the period from 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 TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to : (i) maintain its existence in good standing pursuant to applicable Law, Law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) preserve intact subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects its material assetsrespects, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, ; and (iviii) use its commercially reasonable efforts to preserve intact intact, in all material respects respects, its significant commercial relationships with third partiesmaterial assets, properties, Contracts or other legally binding understandings, licenses and business organizations; providedprovided that notwithstanding anything in this Section 5.1 to the contrary, that no action by or failure to act of any Company Group Member to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, Agreement (including the activities of the Company pursuant to Section 5.3); (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as prohibited by Section 5.2; (d) as required by applicable Law, ; (e) for any reasonable actions taken in good faith to respond to COVID-19 or COVID-19 Measures; or (df) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), at all times during the period from 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 TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries toto (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, use commercially reasonable efforts to carry on its business, in all material respects, in the ordinary course of business consistent with past practice; and (ii) use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, (iiA) preserve intact in all material respects its material assets, properties and Material Contractspresent business, (iiiB) conduct keep available the services of its business in all material respects in the ordinary course of business, officers and employees and (ivC) preserve intact in all material respects its significant commercial relationships with third partiescustomers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings; providedprovided that notwithstanding anything in this Section 5.1 to the contrary, that no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law, ; (e) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (df) as approved in writing in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned or delayed and delayed); provided that Parent shall be deemed given to have approved in writing if Parent it provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance)approval, at all times during the period from 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 TimeTime (the “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable Law, law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) preserve intact subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects its material assetsrespects, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, ; and (iviii) use its commercially reasonable efforts to preserve intact intact, in all material respects respects, its significant commercial relationships with third partiesmaterial assets, properties, Contracts or other legally binding understandings, licenses and business organizations; providedprovided that notwithstanding anything in this Section 5.1 to the contrary, that no action by or failure to act of any Company Group Member in order to comply with the Company or its Subsidiaries with respect to matters specifically addressed by express requirements of any provision subsection of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision Section 5.1 or any other subsection of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, ; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; (c) as required by applicable Law, ; (d) for any actions requested by Parent taken in connection with a Carveout Transaction; or (de) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstancedelayed), during the period from the execution and delivery of this Agreement 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 its commercially reasonable efforts to (i) maintain its the Company’s existence in good standing (and use commercially reasonable efforts to maintain the existence of its Subsidiaries in good standing) pursuant to applicable Law, ; (ii) preserve intact subject to the restrictions and exceptions set forth in all material respects its material assetsSection 5.2 or elsewhere in this Agreement, properties and Material Contracts, (iii) conduct its business in all material respects and operations in the ordinary course of business, and (iv) preserve intact business in all material respects respects; and (iii) use its significant commercial respective commercially reasonable efforts to preserve intact, in all material respects, its business organization and existing relationships with third parties; providedsuppliers and employees and Governmental Authorities. Notwithstanding anything to the contrary in this Section 5.1 or Section 5.2, that no action by by, or failure to act of, the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision subsection of Section 5.2 shall be deemed a breach of this sentence unless Section 5.1, and such action would constitute or failure to act shall exclusively be deemed a breach of such relevant provision of Section 5.2; provided, further, that, in each case 5.2 if and so long as to the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its Subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19extent expressly prohibited thereby.