Common use of Affirmative Obligations Clause in Contracts

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 or Order; (d) for any COVID-19 Actions; or (e) as approved in writing in advance by Parent (which approval will not 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 “Interim Period”), the Company shall, and shall cause each of its Subsidiaries to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on its business, in all materials respects, in the ordinary course of business consistent with past practice; and (ii) use its respective reasonable best efforts to (A) preserve intact its 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 express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection of Section 5.2.

Affirmative Obligations. Except During the Interim Period, except (ai) as expressly contemplated contemplated, required or permitted by this Agreement; (b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) , as required by applicable Law Law, (ii) in the case of TWOLF, as set forth Table of Contents in Section 6.1 or Order; (d) for any COVID-19 Actions; Section 6.2 of the TWOLF Disclosure Schedule or (e) as approved consented to in writing in advance by Parent XRAY (which approval consent will not be unreasonably withheld, conditioned or delayed), at all times during (iii) in the period commencing with the execution and delivery case of this Agreement and continuing until the earlier to occur XRAY, as set forth in Section 6.1 or Section 6.2 of the termination of this Agreement pursuant XRAY Disclosure Schedule or as consented to Article VIII and the Effective Time in writing by TWOLF (the “Interim Period”which consent will not be unreasonably withheld, conditioned or delayed), the Company each of TWOLF and XRAY shall, and shall cause each of its their respective Subsidiaries to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreementuse commercially reasonable efforts to, carry on its business, in all materials respects, conduct their respective businesses in the ordinary course of business in all material respects consistent with past practice; practice and (ii) use its respective reasonable best efforts to (A) in material compliance with all applicable Law, preserve intact its present their current business and goodwillorganizations, (B) keep available the services of its officerstheir current officers and employees, 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 maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees, contractors landlords and other Persons having material business relationships with which it has significant business dealingsthem, and keep in each case in a manner substantially consistent with past practicefull force and effect all appropriate insurance policies covering all material assets; provided provided, however, that notwithstanding anything in this Section 5.1 to the contrary, no action or omission by TWOLF or failure XRAY, as applicable, nor any of their respective Subsidiaries, with respect to act of matters addressed specifically by any Company Group Member in order to comply with the express requirements of any subsection provision of Section 5.2 6.2 shall in and of itself be deemed a breach of this Section 5.1 6.1 by such party unless such action would constitute a breach of such specific provision of Section 6.2 (it being agreed, however, that nothing herein shall imply that being permitted to take a specific action under Section 6.2 relieves TWOLF or XRAY from compliance with this Section 6.1 as it relates to any other subsection of Section 5.2or subsequent action).

Affirmative Obligations. Except (a) as expressly contemplated permitted by this Agreement; , (b) the execution and performance of this Agreement and the Transactions, (c) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; , (cd) as required by applicable Law or Order; Law, including any COVID-19 Measures, (de) for any COVID-19 Actions; Reasonable Response (provided, that the Company will use reasonable best efforts to provide advance notice to, and consult in good faith with, Parent prior to taking such actions), or (ef) as approved by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ‎VIII and the Effective Time (the “Interim Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on conduct its business, business in all materials respects, material respects in accordance with applicable Law and in all material respects in the ordinary course of business consistent with past practice; (taking into account COVID-19 Reasonable Responses (provided, that the Company will use reasonable best efforts to provide advance notice to, and consult in good faith with, Parent prior to taking such actions)), and (ii) use its respective reasonable best efforts to (A) preserve intact in all material respects its present current business organizations, ongoing businesses and goodwillsignificant relationships with Governmental Authorities, (B) keep available the services of its officers, key employees and service providers (other Persons with whom the Company or its Subsidiaries have material business dealings; provided, that no action or inaction by the Company Group Member will have or its Subsidiaries with respect to matters specifically permitted or prohibited by any obligation to pay any officer or employee additional compensationprovision of Section ‎5.2, including any increase in base salarywith reference to Section ‎5.2 of the Company Disclosure Letter, 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 express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection sentence solely due to it being outside of Section 5.2the ordinary course of business.

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 expressly prohibited by applicable Law or OrderSection 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 Actionsor COVID-19 Measures; or (ef) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after a request by the Company for such approval, 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 “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries to (i) maintain its existence in good standing pursuant to applicable law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) subject to the restrictions and exceptions set forth in Section 5.2 of or elsewhere in this Agreement, carry on use commercially reasonable efforts to conduct its businessbusiness and operations, in all materials material respects, in the ordinary course of business consistent with past practicebusiness; and (iiiii) use its respective commercially reasonable best efforts to (A) preserve intact its 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 dealingsintact, in each case in a manner substantially consistent with past practiceall material respects, its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; 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 express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection of Section 5.2.

Affirmative Obligations. Except (a) as expressly contemplated by this AgreementAgreement 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 Orderany COVID-19 Measures; or (d) for any COVID-19 Actions; or (e) as approved in writing in advance by Parent (which approval will not 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 “Interim Period”)Time, the Company shallwill, and shall will cause each of its Subsidiaries to to, (i) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 of or elsewhere in this Agreement, carry on use its business, in all materials respects, respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business consistent with past practicebusiness; and (iiiii) use its respective commercially reasonable best efforts to (A) preserve intact its present material assets, properties, Contracts or other legally binding understandings, licenses and business and goodwill, organizations; (B) keep available the services of its officers, employees current officers 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)) key employees; and (C) preserve its the current relationships with customers, suppliersvendors, distributors, partners (including system integrators, platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which it the Company Group has significant material business dealingsrelations; provided, 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 the Company or failure its Subsidiaries with respect to act matters specifically addressed by any provision of any Company Group Member in order to comply with the express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection unless such action would constitute a breach of such relevant provision of Section 5.2.

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 by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayeddelayed and shall be deemed not given if Parent provides no written response within seven (7) Business Days after a written request by the Company for such consent), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to, and, to (i) the extent permitted by the terms of the applicable Affiliated Practice Documents and subject to applicable Law, and direct (and enforce any applicable contractual rights to cause) the restrictions Affiliated Practices to use their respective commercially reasonable efforts to, conduct the business of the Company Group and exceptions set forth in Section 5.2 of this Agreement, carry on its business, in all materials respects, the Affiliated Practices in the ordinary course of business, and, to the extent consistent therewith, use commercially reasonable efforts to (and with respect to the Affiliated Practices, to the extent permitted by the terms of the applicable Affiliated Practice Documents and subject to applicable Law, and direct (and enforce any applicable contractual rights to cause) the Affiliated Practices to use their respective commercially reasonable efforts to), (i) preserve intact in all material respects their material assets and properties and significant commercial relationships with third parties (including Governmental Authorities that have jurisdiction over its business consistent with past practice; and operations) and (ii) use its respective reasonable best efforts to (A) preserve intact its present business and goodwill, (B) keep available the services of its officers, employees the Company’s executive officers and service providers (key employees; provided, that no action or omission by the Company Group Member will have with respect to matters specifically addressed by 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 express requirements of any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 sentence unless such action or any other subsection omission would constitute a breach of such relevant provision of Section 5.2; 57 provided, further, that, in each case, 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-19 Measures, in each case, to the extent that either (1) such action or omission in response to COVID-19 Measures is reasonably determined by the Company to be reasonably necessary to comply with such COVID-19 Measures or (2) such action or omission is taken in response to COVID-19 and is reasonably determined by the Company to be necessary in response to COVID-19 in order to maintain and preserve in all material respects the business organization, assets, properties and business relations of the Company Group, taken as a whole; provided, however, that the Company shall give Parent prior written notice of any such action or omission to the extent reasonably practicable, which notice shall describe in reasonable detail the action or omission and the reason(s) that such action or omission is being taken, or omitted to be taken and take into account in good faith the reasonable suggestions of Parent with respect to such actions or omissions to be taken by the Company, and, in the event that it is not reasonably practicable for the Company to give the prior written notice described in this proviso, the Company shall instead give such written notice to Parent promptly after such act or failure to act.

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 by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if Parent provides no written response within seven Business Days after a written request by the Company for such consent), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on its business, preserve intact in all materials respectsmaterial respects its assets, properties and Material Contracts, (ii) conduct its business in all material respects in the ordinary course of business consistent with past practice; business, and (ii) use its respective reasonable best efforts to (Aiii) preserve intact in all material respects its 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 significant commercial 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 practicethird parties; provided that notwithstanding anything in this Section 5.1 to the contrary, no action (or omission) by the Company or failure its Subsidiaries with respect to act of matters specifically addressed by any Company Group Member in order to comply with the express requirements of any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 sentence unless such action (or any other subsection omission) 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 by Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 Measures to protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, customers, partners and other individuals having business dealings with the Company and its Subsidiaries.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; , (b) as set forth in Section 5.1 ‎5.1 or Section ‎5.2 of the Company Disclosure Letter; , (c) as contemplated by Section ‎5.2, (d) as required by applicable Law or Order; Law, (de) for any actions or refraining from any actions taken reasonably and in good faith in response to COVID-19 Actions; or COVID-19 Measures, or (ef) as approved in writing in advance by Parent (which approval will not 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 ‎Article VIII and the Effective Time (the “Interim Period”)Time, the Company shallwill, and shall will cause each of its Subsidiaries to (i) use its respective reasonable best efforts to maintain its existence pursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 of ‎5.2 or elsewhere in this Agreement, carry on use reasonable best efforts to conduct its business, in all materials respects, business and operations in the ordinary course of business in all material respects consistent with past practice; and (iiiii) use its respective reasonable best efforts to (A1) preserve intact its present material business and goodwill, organizations; (B2) keep available the services of its officers, employees current executive officers and service providers key employees; and (provided, that no 3) preserve the current relationships with key customers and suppliers with which the 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 of its relationships with customers, suppliers, distributors, licensors, licensees, contractors and other Persons with which it Subsidiaries has significant material business dealings, in each case in a manner substantially consistent with past practicerelations; provided that notwithstanding anything in this for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by Section 5.1 to the contrary, no ‎5.2 and any action permitted by or failure to act of any Company Group Member in order to comply with the express requirements of any subsection of Section 5.2 ‎5.2 shall in and of itself not be deemed a breach of this Section 5.1 or any other subsection of Section 5.2‎5.1.

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 or Order; (d) for required, or in the Company’s reasonable, good faith discretion, advisable in connection with any COVID-19 Actions; Measures, or (e) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayeddelayed (provided, that Parent shall be deemed to have approved in writing if it provides no written response within five (5) Business Days after a written request by the Company for such approval)), 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 “Interim Period”), the Company shallwill, and shall will cause each of its Subsidiaries to (i) maintain its existence in good standing pursuant to applicable law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) subject to the restrictions and exceptions set forth in Section 5.2 of or elsewhere in this Agreement, carry on conduct its business, in all materials respects, business and operations in the ordinary course of business consistent with past practicebusiness; and (iiiii) use its respective commercially reasonable best efforts to (A) preserve intact its present material assets, properties, Contracts or other legally binding understandings, licenses and business and goodwill, organizations; (B) keep available the services of its officers, employees current officers 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)) senior management-level employees; and (C) preserve its the current relationships with customersits material third party business relations; provided, 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 express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection of Section 5.2.

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 by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayeddelayed and shall be deemed not given if Parent provides no written response within seven (7) Business Days after a written request by the Company for such consent), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to, and, to (i) the extent permitted by the terms of the applicable Affiliated Practice Documents and subject to applicable Law, and direct (and enforce any applicable contractual rights to cause) the restrictions Affiliated Practices to use their respective commercially reasonable efforts to, conduct the business of the Company Group and exceptions set forth in Section 5.2 of this Agreement, carry on its business, in all materials respects, the Affiliated Practices in the ordinary course of business, and, to the extent consistent therewith, use commercially reasonable efforts to (and with respect to the Affiliated Practices, to the extent permitted by the terms of the applicable Affiliated Practice Documents and subject to applicable Law, and direct (and enforce any applicable contractual rights to cause) the Affiliated Practices to use their respective commercially reasonable efforts to), (i) preserve intact in all material respects their material assets and properties and significant commercial relationships with third parties (including Governmental Authorities that have jurisdiction over its business consistent with past practice; and operations) and (ii) use its respective reasonable best efforts to (A) preserve intact its present business and goodwill, (B) keep available the services of its officers, employees the Company’s executive officers and service providers (key employees; provided, that no action or omission by the Company Group Member will have with respect to matters specifically addressed by 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 express requirements of any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 sentence unless such action or any other subsection omission would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case, 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-19 Measures, in each case, to the extent that either (1) such action or omission in response to COVID-19 Measures is reasonably determined by the Company to be reasonably necessary to comply with such COVID-19 Measures or (2) such action or omission is taken in response to COVID-19 and is reasonably determined by the Company to be necessary in response to COVID-19 in order to maintain and preserve in all material respects the business organization, assets, properties and business relations of the Company Group, taken as a whole; provided, however, that the Company shall give Parent prior written notice of any such action or omission to the extent reasonably practicable, which notice shall describe in reasonable detail the action or omission and the reason(s) that such action or omission is being taken, or omitted to be taken and take into account in good faith the reasonable suggestions of Parent with respect to such actions or omissions to be taken by the Company, and, in the event that it is not reasonably practicable for the Company to give the prior written notice described in this proviso, the Company shall instead give such written notice to Parent promptly after such act or failure to act.

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 or OrderLaw; (d) for any COVID-19 Actionsactions requested by Parent taken in connection with a Carveout Transaction; or (e) as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to (i) maintain 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) subject to the restrictions and exceptions set forth in Section 5.2 of or elsewhere in this Agreement, carry on conduct its business, in all materials respects, business and operations in the ordinary course of business consistent with past practicein all material respects; and (iiiii) use its respective commercially reasonable best efforts to (A) preserve intact intact, in all material respects, its present business organization and goodwill, (B) keep available the services of its officers, existing relationships with suppliers and employees and service providers (provided, that no Company Group Member will have any obligation Governmental Authorities. Notwithstanding anything 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 the contrary in this Section 5.1 to the contraryor Section 5.2, no action by by, or failure to act of, the Company or any of any Company Group Member in order its Subsidiaries with respect to comply with the express requirements of matters specifically addressed by any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 5.1, and such action or any other subsection failure to act shall exclusively be deemed a breach of Section 5.25.2 if and to the extent expressly prohibited thereby.

Affirmative Obligations. Except (ai) as expressly contemplated by this Agreement; , (bii) as set forth in Section 5.1 of the Company Disclosure Letter; , (ciii) as required by applicable Law Law, (iv) to the extent constituting Cybersecurity Measures (following, to the extent practicable, reasonable prior consultation with Parent); provided that such Cybersecurity Measures shall not involve any payments to third parties or Order; similar expenditures outside the ordinary course of business in excess of the amount set forth on Section 5.1(iv) of the Company Disclosure Letter without the prior written consent of Parent (dwhich consent shall not be unreasonably withheld, conditioned or delayed) for any COVID-19 Actions; or (ev) as approved by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (ia) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on conduct its business, business in all materials respects, material respects in the ordinary course of business business, and (b) to the extent consistent with past practice; and (ii) use its respective reasonable best efforts to (A) operations in the ordinary course of business, preserve intact in all material respects its present current business organization 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 customersemployees, suppliersGovernmental Authorities, distributorsthird parties, licensors, licensees, contractors key customers and other Persons with which it has significant business dealingskey vendors, in each case in that are material to the Company and its Subsidiaries, taken as a manner substantially consistent with past practicewhole; provided that notwithstanding anything in this Section 5.1 to the contrary, no action or inaction by the Company or failure its Subsidiaries with respect to act of matters specifically addressed by any Company Group Member in order to comply with the express requirements of any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 sentence unless such action or any other subsection inaction would constitute a breach of such relevant provision of Section 5.2.

Affirmative Obligations. Except (a) as expressly contemplated permitted or required by this Agreement; , (b) as expressly 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 by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with from 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 “Interim Period”)Time, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on conduct its business, business in all materials respects, material respects in the ordinary course of business consistent with past practice; practice and (ii) use its respective reasonable best efforts to (A) preserve substantially intact its present business organization (including the service of key employees) and goodwillto maintain existing relations in all material respects with key customers, (B) keep available suppliers and other Persons with whom the services of Company and its officers, employees and service providers (Subsidiaries have significant relationships; provided, that no action by the 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 Subsidiaries to the contrary, no action extent specifically addressed by or failure to act of any Company Group Member in order to comply with the express requirements of any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that the Company and its Subsidiaries may make any necessary or advisable changes in their respective business practices, based on advice of outside legal counsel, 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 Measures; provided, further, that the Company as promptly as practicable shall give Parent prior written notice of any such action to the extent reasonably practicable, which notice shall describe in reasonable detail the action and the reason(s) that such action is being taken pursuant to the immediately preceding proviso and take into account in good faith the reasonable suggestions of Parent with such action to be taken by the Company, and, in the event that it is not reasonably practicable for the Company to give the prior written notice described in this proviso, the Company shall instead give such written notice to Parent promptly after taking such action.