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 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 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 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 (i) use commercially reasonable efforts to carry on its business, in all material respects, in the ordinary course of business consistent with past practice; (ii) pay all material Taxes in the ordinary course of business when due and payable (taking into account applicable extensions for payment) except for any such Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established; and (iii) use its commercially reasonable efforts to (A) preserve intact its present business; (B) keep available the services of its officers and employees; and (C) preserve its relationships with customers, suppliers, Distribution Partners, licensors, licensees and other Persons with which it has significant business dealings.

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 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 Measures; or (f) as approved in writing in advance (including by Parent (which approval will not be unreasonably withheld, conditioned or delayed)email) by Parent, 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 “Interim Period”)Time, the Company will, and will cause each of its the Company Subsidiaries to to, (i) use commercially its respective reasonable best efforts to carry on maintain its businessexistence 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, in all material respects, conduct its business and operations in the ordinary course of business consistent with past practice; (ii) pay all material Taxes in the ordinary course of business when due and payable (taking into account applicable extensions for payment) except for any such Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been establishedpractices; and (iii) use its commercially reasonable best efforts to (A) preserve intact its present businessmaterial assets, properties, Contracts and business organizations; (B) keep available the services of its current officers and key employees; and (C) preserve its the current relationships with customersmaterial Customers, suppliers, Distribution Partnersdistributors, lessors, licensors, licensees licensees, creditors, contractors and other Persons with which it whom the Company or any of the Company Subsidiaries has significant business dealingsrelations, in each case solely to the extent that the Company has not, as of the Agreement Date, already notified such third Person of its intent to terminate those relationships.

Affirmative Obligations. Except (a) as expressly contemplated or expressly permitted by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as prohibited required by Section 5.2applicable Law or any binding order issued by a Governmental Authority of competent jurisdiction; or (d) as required approved by applicable Law; (e) for any reasonable actions taken in good faith to respond to COVID-19 Measures; or (f) as approved Parent 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 valid termination of this Agreement pursuant to Article VIII and the Effective Time (the “Interim Period”)Time, the Company will, and will cause each of its Subsidiaries to (i) use its respective commercially reasonable efforts to carry on maintain its businessexistence in good standing under the Laws of its incorporation or formation; (ii) subject to the restrictions and exceptions set forth in Section 5.2, in all material respects, conduct its business and operations in the ordinary course of business consistent with past practice; (ii) pay all material Taxes in the ordinary course of business when due and payable (taking into account applicable extensions for payment) except for any such Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been establishedbusiness; and (iii) use its respective commercially reasonable efforts to (A) preserve intact its present businessmaterial assets, properties, insurance (subject to any renewals of expiring insurance policies), Permits, Contracts and 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 its the current relationships with material customers, suppliers, Distribution Partnersdistributors, lessors, licensors, licensees licensees, creditors, contractors and other Persons with which it the Company Group has significant business dealingsrelations.

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 prohibited contemplated by Section 5.2; (d) as required by applicable Law; (e) for any reasonable actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures; or (fe) as approved in writing in advance by Parent I (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time (the “Interim Period”)Time, each of the Company Parties will, and will cause each of its Subsidiaries to to, (i) use its respective commercially reasonable efforts to carry on maintain its businessexistence 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, in all material respects, use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business consistent with past practice; (ii) pay all material Taxes in the ordinary course of business when due and payable (taking into account applicable extensions for payment) except for any such Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been establishedbusiness; and (iii) use its respective commercially reasonable efforts to (A) preserve intact its present businessmaterial assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (B) keep available the services of its current officers and key employees; and (C) preserve its the current relationships with customers, suppliersvendors, Distribution Partnersdistributors, partners (including resellers, platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees licensees, creditors, contractors and other Persons with which it the Company Group has significant business dealingsrelations.

Affirmative Obligations. Except (ax) as expressly contemplated or permitted by this Agreement; , (by) 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 Measures; , or (fz) as approved in writing in advance by Parent Newco (which approval will not be unreasonably withheld, conditioned delayed or delayedconditioned), 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 VII and the Effective Time (the “Interim Period”)Time, the Company willshall, and will the Company shall cause each of its Subsidiaries to to, (i) use commercially reasonable efforts maintain its existence in good standing under applicable law, (ii) subject to carry on the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business, in all material respects, business and operations only in the ordinary and usual course of business and in a manner consistent with past prior practice; (ii) pay all material Taxes in the ordinary course of business when due and payable (taking into account applicable extensions for payment) except for any such Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established; , and (iii) use its commercially reasonable efforts to (A) preserve intact its present business; assets, properties, contracts or other legally binding understandings, licenses and business organizations, (B) keep available the services of its current officers and employees; key employees and (C) preserve its the current relationships with customers, suppliers, Distribution Partnersdistributors, lessors, licensors, licensees licensees, creditors, employees, contractors and other Persons with which it the Company or any of its Subsidiaries has significant business dealingsrelations.