Common use of Affirmative Obligations Clause in Contracts

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement or (b) with the prior written consent of Purchaser (which consent shall be given, conditioned or withheld 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 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 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 7.4 or elsewhere in this Agreement, conduct its business and operations in the Ordinary Course, including the management of its 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 reasonable best 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 and prospective relationships with customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Authorities and other Persons with which the Company or any of its Subsidiaries has business relations.

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement or Agreement; (b) with the prior written consent of Purchaser (which consent shall be given, conditioned as set forth in Section 5.1 or withheld 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 Section 5.2 of the Company Disclosure Letter; (1c) termination of 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 Agreement pursuant to Section 11.1 and clause (2) the Effective Timed), the Company and each of its Subsidiaries will, and Seller will use its reasonable best efforts to cause 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 (f) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company will, and will cause each of its Subsidiaries to, (i) use its respective 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 7.4 5.2 or elsewhere in this Agreement, use its respective reasonable best efforts to conduct its business and operations in the Ordinary Course, including the management ordinary course of its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory)business; and (iii) use its respective 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 and prospective relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Authorities contractors and other Persons with which whom the Company 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 or Agreement; (b) with as set forth in Section 5.1 or Section 5.2 of the prior written consent of Purchaser Company Disclosure Letter; or (c) as approved in writing (including by email) by Parent (which consent shall approval will not be givenunreasonably withheld, conditioned or withheld in Purchaser’s sole discretiondelayed), 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 Section 11.1 Article VIII 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 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 7.4 5.2 or elsewhere in this Agreement, conduct its business and operations in the Ordinary Course, including the management ordinary course of its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory)business; and (iii) use its reasonable best 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 and prospective relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Authorities contractors and other Persons with which whom the Company 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 or Agreement; (b) with as set forth in Section 6.1 or Section 6.2 of the prior written consent of Purchaser Company Disclosure Letter; (c) as contemplated by Section 6.2; or (d) as approved by Parent (which consent shall approval will not be givenunreasonably withheld, conditioned or withheld in Purchaser’s sole discretiondelayed), 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 Section 11.1 Article IX and (2) the Effective Acceptance 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 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 7.4 6.2 or elsewhere in this Agreement, conduct its business and operations in the Ordinary Course, including the management ordinary course of its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory)business; and (iii) use its reasonable best 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 and prospective relationships with customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Authorities contractors and other Persons with which whom the Company 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.