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 required by applicable law or any binding order issued by a Governmental Authority of competent jurisdiction; or (d) as approved 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 Company will, and will cause each of its Subsidiaries to, use its respective commercially reasonable efforts to (i) maintain its existence in good standing under the laws of its incorporation or formation; (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 commercially reasonable efforts to (a) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respects; (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 which the Company Group has business relations.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; Agreement or (b) as set forth in Section 5.1 or Section 5.2 with the prior written consent of the Company Disclosure Letter; (c) as required by applicable law or any binding order issued by a Governmental Authority of competent jurisdiction; or (d) as approved by Parent Purchaser (which approval will not consent shall be unreasonably withheldgiven, conditioned or delayedwithheld in Purchaser’s sole discretion), at all times during the period 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 Section 11.1 and (2) the Effective Time, the Company and each of its Subsidiaries will, and Seller will use its reasonable best efforts to cause the Company and each of its Subsidiaries to, (i) use its respective commercially reasonable best efforts to (i) maintain its existence in good standing under the laws of its incorporation or formationpursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 7.4 or elsewhere in this Agreement, conduct its business and operations in the ordinary course Ordinary Course, including the management of businessits working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory); and (iii) use its respective commercially reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respectsorganizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the current and prospective relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors contractors, Governmental Authorities and other Persons with which the Company Group or any of its Subsidiaries has business relations.

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 required approved in writing (including by applicable law or any binding order issued by a Governmental Authority of competent jurisdiction; or (demail) as approved 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 (1) termination of this Agreement pursuant to Article VIII and the (2) Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable best efforts to (i) maintain its existence in good standing under the laws of its incorporation or formationpursuant 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 commercially reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respectsorganizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the current relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with which whom the Company Group or any of its Subsidiaries has business relations, in each case solely to the extent that the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships.

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; (d) for any actions taken reasonably and in good faith to respond to any COVID-19 Measures (it being understood that prior to taking any material actions in reliance on this clause (d), 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 any binding order issued by a Governmental Authority of competent jurisdictionLaw; or (df) as approved 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 TimePre-Closing Period, the Company will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable best efforts to (i) maintain its existence in good standing under the laws of its incorporation or formationpursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use its respective reasonable best efforts to conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable best efforts to (a) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respectsorganizations; (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 which whom the Company Group or any of its Subsidiaries has business relations, in each case solely to the extent that the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships.

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 permitted by the express exceptions to the covenants set forth in Section 5.2; (d) 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 any binding order issued by a Governmental Authority of competent jurisdictionLaw; or (df) as approved by Parent with Parent’s prior written consent (which approval consent 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 TimePre-Closing Period, the Company willshall, and will shall cause each of its Subsidiaries to, use its respective commercially reasonable efforts to (i) maintain its existence in good standing under the laws of its incorporation or formationpursuant 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 commercially reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respectsorganizations; (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 which whom the Company Group or any of its Subsidiaries has business relations.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 6.1 or Section 5.2 6.2 of the Company Disclosure Letter; (c) as required contemplated by applicable law or any binding order issued by a Governmental Authority of competent jurisdictionSection 6.2; or (d) as approved 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 (1) termination of this Agreement pursuant to Article VIII IX and the Effective (2) Acceptance Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable best efforts to (i) maintain its existence in good standing under the laws of its incorporation or formationpursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 6.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable best efforts to (aA) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respectsorganizations; (bB) keep available the services of its current officers and key employees; and (cC) preserve the current relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with which whom the Company Group or any of its Subsidiaries has business relations. During the period 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 IX and (2) Acceptance Time, the Company will (a) use commercially reasonable efforts to take the actions set forth in Section 6.1(a) of the Company Disclosure Letter and (b) take the action set forth in Section 6.1(b) of the Company Disclosure Letter.