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; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures, or (e) 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, (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, 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; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations; provided, that no action or failure to act by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of Section 5.2 will be deemed a breach of this Section 5.1.

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 contemplated by Section 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures, or (e) 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 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, (i) use its respective commercially 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 commercially 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 customers, vendorssuppliers, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations; provided, that no action or failure to act by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of Section 5.2 will be deemed a breach of this Section 5.1has business relations.

Affirmative Obligations. Except (a) as expressly contemplated by this AgreementAgreement (including the activities of the Company pursuant to Section 5.3, Section 6.6 and Section 6.21); (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; (d) as required by applicable Law; (e) for any reasonable actions taken reasonably and in good faith to respond to the actual effects of COVID-19 or any 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 VIII and the Effective TimeTime (the “Interim Period”), the Company will, and 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 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 efforts to (aA) preserve intact its material assetspresent business, properties, Contracts or other legally binding understandings, licenses and business organizations; (bB) keep available the services of its current officers and key employees; employees and (cC) preserve the current its relationships with customers, vendorssuppliers, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors licensees and other Persons with which it has significant business dealings; provided that notwithstanding anything in this Section 5.1 to the Company Group has business relations; providedcontrary, that no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will shall in and of itself be deemed a breach of this Section 5.15.1 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 ‎5.1 or Section 5.2 ‎5.2 of the Company Disclosure Letter; , (c) as contemplated by Section 5.2; ‎5.2, (d) as required by applicable Law, (e) for any actions or refraining from any actions taken reasonably and in good faith to respond in response to COVID-19 or any COVID-19 Measures, or (ef) as approved in writing 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 Company will, and will cause each of its Subsidiaries to, to (i) use its respective commercially 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 ‎5.2 or elsewhere in this Agreement, use reasonable best efforts to conduct its business and operations in the ordinary course of businessbusiness in all material respects consistent with past practice; and (iii) use its respective commercially reasonable best efforts to (a1) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (b2) keep available the services of its current executive officers and key employees; and (c3) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting key customers and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons suppliers with which the Company Group has business relations; provided, that no action or failure to act by the Company or any of its Subsidiaries with respect has material business relations; provided that for the avoidance of doubt, the Company shall not be obligated to the matters specifically addressed take any action that would not be permitted by Section ‎5.2 and any provision of action permitted by Section 5.2 will ‎5.2 shall not be deemed a breach of this Section 5.1‎5.1.

Affirmative Obligations. Except (a) as expressly contemplated by this AgreementAgreement (including the activities of the Company pursuant to Section 4.3 and Section 5.7); (b) as set forth in Section 5.1 4.1 or Section 5.2 4.2 of the Company Disclosure Letter; (c) as contemplated required by Section 5.2applicable Law; (d) for any reasonable actions taken reasonably and in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures (provided that the Company (A) consults in good faith with Parent, reasonably in advance to the extent practicable, about the merits of taking any COVID-19 Measures, such action and will consider Parent’s comments in good faith and (B) keeps Parent reasonably informed of such action taken); 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 VII and the Effective TimeTime (the “Interim Period”), the Company will, and will cause each of its Subsidiaries to, to (i) use its respective commercially reasonable efforts to maintain carry on its existence business, in good standing pursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreementall material respects, conduct its business and operations in the ordinary course of businessbusiness consistent with past practice; and (iiiii) use its respective commercially reasonable efforts to (aA) preserve intact its material assetspresent business, properties, Contracts or other legally binding understandings, licenses and business organizations; (bB) keep available the services of its current officers and key employees; employees (other than where termination of such services is for cause) and (cC) preserve the current its relationships with customers, vendorssuppliers, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors licensees and other Persons with which it has significant business dealings, provided that notwithstanding anything in this Section 4.1 to the Company Group has business relations; providedcontrary, that no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will 4.2 shall in and of itself be deemed a breach of this Section 5.14.1.

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 contemplated expressly prohibited by Section 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures, as required by applicable Law 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 TimeTime (the “Interim Period”), the Company will, and 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 Lawlaw; (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 (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 with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations; provided, that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will shall in and of itself be deemed a breach of this Section 5.15.1 or any other subsection of Section 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; (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 (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 VIII and the Effective TimeTime (the “Interim Period”), the Company will, and 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 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 efforts to (aA) preserve intact its material assetspresent business, properties, Contracts or other legally binding understandings, licenses and business organizations; (bB) keep available the services of its current officers and key employees; employees and (cC) preserve the current its relationships with customers, vendorssuppliers, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors licensees and other Persons with which it has significant business dealings; provided that notwithstanding anything in this Section 5.1 to the Company Group has business relations; providedcontrary, that no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will shall in and of itself be deemed a breach of this Section 5.15.1 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 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated expressly prohibited by Section 5.2; (d) for any actions taken reasonably and as required by applicable Law or required, or in the Company’s reasonable, good faith to respond to COVID-19 or discretion, advisable in connection with any COVID-19 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 TimeTime (the “Interim Period”), the Company will, and 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 Lawlaw (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, conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable 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 senior management-level employees; and (cC) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has its material third party business relations; provided, that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will shall in and of itself be deemed a breach of this Section 5.15.1 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 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated expressly prohibited by Section 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures, as required by applicable Law 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 the Original 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 will, and 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 Lawlaw; (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 (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 with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations; provided, that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act by of any Company Group Member in order to comply with the Company or express requirements of any of its Subsidiaries with respect to the matters specifically addressed by any provision subsection of Section 5.2 will shall in and of itself be deemed a breach of this Section 5.15.1 or any other subsection of Section 5.2.