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) conduct its business in all material respects in the ordinary course of business and (ii) 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, 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.

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) conduct subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, carry on its business business, in all material respects materials respects, in the ordinary course of business consistent with past practice; and (ii) 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, 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.

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 not given if Parent provides no written response within seven (x) five (57) 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 circumstanceconsent), 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, and, 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 its their respective commercially reasonable efforts to, conduct the business of the Company Group and 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) conduct its business in all material respects in the ordinary course of business and (ii) preserve intact in all material respects its their material assets and properties and significant commercial relationships with third partiesparties (including Governmental Authorities that have jurisdiction over its business and operations) and (ii) keep available the services of the Company’s executive officers and key employees; provided, that no action or omission by the Company or its Subsidiaries Group with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action or 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 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 toto (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 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects, in the ordinary course of business; and (iii) use its commercially reasonable efforts to (i) conduct its business preserve intact, in all material respects 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 ordinary course of business and (ii) preserve intact in all material respects its significant commercial relationships with third parties; providedcontrary, 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, 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.

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 (d) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed delayed, and shall be deemed given if Parent provides no written response within (x) five (5) seven 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 circumstanceconsent), 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) preserve intact in all material respects its assets, properties and Material Contracts, (ii) conduct its business in all material respects in the ordinary course of business business, and (iiiii) preserve intact in all material respects its significant commercial relationships with third parties; provided, provided that no action (or omission) 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 (or 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 or advisable changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including Measures to (A) 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 or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 MeasuresSubsidiaries.

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: (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 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects, in the ordinary course of business; and (iii) use its commercially reasonable efforts to (i) conduct its business preserve intact, in all material respects 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 ordinary course of business and (ii) preserve intact in all material respects its significant commercial relationships with third parties; providedcontrary, 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, 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.

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, including any COVID-19 Measures, (e) for any COVID-19 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 (df) 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 ‎VIII and the Effective TimeTime (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to (i) conduct its business in all material respects in accordance with applicable Law and in all material respects in the ordinary course of business (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) preserve intact in all material respects its current business organizations, ongoing businesses and significant commercial relationships with third partiesGovernmental Authorities, key employees and other Persons with whom the Company or its Subsidiaries have material business dealings; provided, that no action or inaction by the Company or its Subsidiaries with respect to matters specifically addressed permitted or prohibited by any provision of Section 5.2 ‎5.2, including with reference to Section ‎5.2 of the Company Disclosure Letter, 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, the Company and its Subsidiaries may make any necessary or advisable changes in their respective business practices in response solely due to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety it being outside 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 Measuresordinary course of business.

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 not given if Parent provides no written response within seven (x) five (57) 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 circumstanceconsent), 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, and, 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 its their respective commercially reasonable efforts to, conduct the business of the Company Group and 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) conduct its business in all material respects in the ordinary course of business and (ii) preserve intact in all material respects its their material assets and properties and significant commercial relationships with third partiesparties (including Governmental Authorities that have jurisdiction over its business and operations) and (ii) keep available the services of the Company’s executive officers and key employees; provided, that no action or omission by the Company or its Subsidiaries Group with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action or 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 may be required, contemplated or permitted by this Agreement, (b) as set forth in Section 5.1 the Company Disclosure Letter, (c) as required by applicable Law, 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 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) reasonable best efforts to conduct its business in all material respects in the ordinary course of business business, and (ii) commercially reasonable efforts to preserve intact in all material respects its significant commercial relationships with third partiescustomers, suppliers, lenders, lessors, business and joint venture partners, employees, regulators, Governmental Authorities, vendors and other 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 unless such action 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 reasonably 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 mitigate third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided that (1) such changes are substantially consistent with the Company’s and its Subsidiaries past practice and (2) prior to making such reasonably necessary changes, the Company shall have, in each case, to the extent reasonably practicable, notified and consulted with Parent and considered in good faith Parent’s views with respect to such changes.

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 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, use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course of business and (iiA) 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, 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.

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, to (i) maintain the Company’s existence in good standing (and use its commercially reasonable efforts to maintain the existence of its Subsidiaries in good standing) pursuant to applicable Law; (iii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business in all material respects and operations in the ordinary course of business and (ii) preserve intact 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 to 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 Measuresextent expressly prohibited thereby.

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, 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 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) conduct its business in all material respects in the ordinary course of business consistent with past practice and (ii) preserve substantially intact its business organization (including the service of key employees) and to maintain existing relations in all material respects with key customers, suppliers and other Persons with whom the Company and its Subsidiaries have significant commercial relationships with third partiesrelationships; provided, that no action by the Company or its Subsidiaries with respect to matters the extent 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, that the Company and its Subsidiaries may make any necessary or advisable changes in their respective business practices 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.