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; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as required contemplated by applicable law or any binding order issued by a Governmental Authority of competent jurisdictionSection 5.2; 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 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, 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 (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; or (c) as required approved in writing (including by applicable law or any binding order issued email) by a Governmental Authority of competent jurisdiction; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed)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 Company will, and will cause each of its the Company 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 businessbusiness consistent with past practices; 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 customersCustomers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with which whom the Company Group or any of the Company Subsidiaries has business relations, 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 by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as required contemplated by applicable law or any binding order issued by a Governmental Authority of competent jurisdictionSection 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 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 (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, except with respect to actions or omissions that constitute COVID-19 Measures; and (iii) use its respective commercially reasonable efforts best 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 in all material respectsorganizations; (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 which the Company Group or any of its Subsidiaries has business relations.

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 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; 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), at all times during the period commencing with from 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 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 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 efforts to (a) preserve intact its material assetsintact, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respects; (b) keep available the services of , its current officers business organization 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 which the Company Group 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 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 Section 5.2.