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 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best 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 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) use its respective reasonable best efforts to (a) preserve intact its material assets, properties, Contracts and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with whom the Company or any of its Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this Agreement.

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 contemplated required by Section 5.2; applicable Law, or (d) as approved in writing (e-mail correspondence being sufficient) in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Periodperiod 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 willshall, and will shall cause each of its Subsidiaries to, to (i) use its respective reasonable best 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 or elsewhere in this Agreement, to conduct its business and operations in the ordinary course of businessbusiness consistent with past practice; and (iii) use its respective commercially reasonable best efforts to (a) preserve intact intact, in all material respects, its material assets, properties, Contracts business organization and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current existing relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors suppliers and other Persons with whom which the Company has material business relations; and (iv) use its respective commercially reasonable efforts to file each of the Company’s Forms 10-K and 10-Q when required to be filed with the SEC including, for the avoidance of doubt, annual and quarterly financial statements provided on Form 10-K and 10-Q. Notwithstanding anything to the contrary in this Section 5.1 or Section 5.2, no action by, or failure to act of, the Company or any of its Subsidiaries has business relations, in each case solely order to comply with the extent that (A) the Company has not, as express requirements of the date any subsection of Section 5.2 shall in and of itself be deemed a breach of this Agreement, already notified such third Person Section 5.1 or any other subsection of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this AgreementSection 5.2.

Affirmative Obligations. Except (a) as expressly contemplated by this AgreementAgreement (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 contemplated prohibited by Section 5.2; or (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 (f) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing 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 will, and will cause each of its Subsidiaries to, to (i) use its respective reasonable best 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 or elsewhere in of this Agreement, conduct use commercially reasonable efforts to carry on its business and operations business, in all material respects, in the ordinary course of businessbusiness consistent with past practice; and (iiiii) use its respective commercially reasonable best efforts to (aA) preserve intact its material assetspresent business, properties, Contracts and business organizations; (bB) keep available the services of its current officers and key employees; employees and (cC) preserve the current its relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors licensees and other Persons with whom which it has significant business dealings; 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 its Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this AgreementSection 5.2.

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; or (c) as contemplated approved in writing (including by Section 5.2; or (demail) as approved by Parent (which approval will not be unreasonably withheldParent, conditioned or delayed), at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) Effective Time, the Company will, and will cause each of its the Company Subsidiaries to, (i) use its respective reasonable best 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 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of businessbusiness consistent with past practices; and (iii) use its respective reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts and business organizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the current relationships with material customersCustomers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with whom the Company or any of its the Company Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this AgreementAgreement Date, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this Agreementrelationships.

Affirmative Obligations. Except (a) as expressly contemplated required by this Agreement; (b) as set forth in Section 5.1 or the corresponding clause of Section 5.2 of the Company Disclosure Letter; (c) as contemplated permitted by the express exceptions to the covenants set forth in Section 5.2; or (d) as approved by actions taken in good faith pursuant to COVID-19 Measures (it being understood that the Company will use its reasonable best efforts to provide reasonable advance notice to, and consult with, Parent (if reasonably practicable and legally permissible) prior to taking such actions); (e) as required by applicable Law; or (f) with Parent’s prior written consent (which approval consent will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company willshall, and will shall cause each of its Subsidiaries to, (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law; (ii) subject use its reasonable best efforts to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) use its respective reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts and business organizations; (bB) keep available the services of its current officers officers, employees and key employeesconsultants; and (cC) preserve the goodwill and current relationships with material its customers, suppliers, distributors, partners, lessors, licensors, licensees, creditors, contractors and other Persons with whom the Company or any of its Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this Agreement.

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 contemplated by Section 5.2; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (e) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, at all times during the Pre-Closing Periodperiod 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 will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best 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 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business, except with respect to actions or omissions that constitute COVID-19 Measures; and (iii) use its respective reasonable best efforts efforts, consistent with its operations in the ordinary course of business, to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the its current relationships and goodwill with material customers, suppliers, partners, platform providers, manufacturers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with whom which the Company or any of its Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this Agreement.

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 contemplated by Section 5.2; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (e) as may be required by applicable Law, at all times during the Pre-Closing Periodperiod 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 will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best 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 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business, except with respect to actions or omissions that constitute COVID-19 Measures; and (iii) use its respective reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the current relationships and goodwill with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with whom which the Company or any of its Subsidiaries has business relations, in each case solely to the extent that (A) the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships and (B) provided notice thereof to Parent prior to the date of this Agreement.