Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (a) as contemplated or permitted by this Agreement, (b) as set forth in Section 5.1 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (such approval not to be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to): (a) carry on its business in all material respects in the ordinary course in substantially the same manner as heretofore conducted and in material compliance with all applicable Laws; (b) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes contested in good faith by any appropriate Action and for which adequate reserves are established to the extent required by applicable GAAP; (c) use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iii) keep available the services of its present officers and employees and (iv) preserve its relationships with material customers, suppliers, investigators, distributors, licensors, licensees and others with which it has material business dealings; (d) use its reasonable best efforts to (i) prepare and prosecute the approval by the FDA of the Defibrotide NDA consistent with past practice and to develop Defibrotide; (ii) obtain and maintain on a commercially reasonable basis quantities of finished Defibrotide drug product and related raw materials and components that the Company reasonably expects to be required for the anticipated commercial launch of Defibrotide; and (e) use commercially reasonable efforts to (i) preserve and maintain the validity of all authorizations for the manufacture of and marketing of medicinal products and orphan designations for medicinal products granted by any Regulatory Authority to the Company or any of its Subsidiaries and (ii) ensure that such authorizations or orphan designations are not varied, suspended or withdrawn.

Affirmative Obligations of the Company. Except as (a) as contemplated may be required by Applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulation of NYSE, (b) expressly required or permitted by this Agreement, (bc) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter Letter, or (cd) as approved in advance by Parent in writing (such approval writing, not to be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Periodperiod 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 shall (and shall cause each of its Subsidiaries to): (a) carry on its business in all material respects in the ordinary course in substantially the same manner as heretofore conducted and in material compliance with all applicable Laws; (b) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes contested in good faith by any appropriate Action and for which adequate reserves are established to the extent required by applicable GAAP; (c) shall use commercially reasonable efforts to (i) preserve intact carry on its present business organizationin the ordinary course of business in all material respects, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iii) keep available the services of its present officers and employees key employees, and (iviii) preserve maintain its relationships and goodwill with material Governmental Entities and significant customers, suppliers, investigators, distributors, licensors, licensees distributors and others with which it has material significant business dealings; dealings (d) use its reasonable best efforts it being agreed, however, that with respect to (i) prepare and prosecute the approval matters specifically addressed by any provision of Section 5.2, such specific provisions shall govern over the FDA more general provision of the Defibrotide NDA consistent with past practice and to develop DefibrotideSection 5.1); (ii) obtain and maintain on a commercially reasonable basis quantities of finished Defibrotide drug product and related raw materials and components that the Company reasonably expects to be required provided, for the anticipated commercial launch avoidance of Defibrotide; and (e) use commercially doubt, that any reasonable efforts to (i) preserve and maintain the validity action or omission taken by or on behalf of all authorizations for the manufacture of and marketing of medicinal products and orphan designations for medicinal products granted by any Regulatory Authority to the Company or any of its Subsidiaries in response to COVID-19, any actual or anticipated COVID-19 Measures, including the establishment of any policy, procedure or protocol, other calamity or actual or anticipated changes in Applicable Law will not be deemed to violate or breach this Agreement in any way, all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (ii) ensure no such actions or failure to take such actions shall serve as a basis for Parent to terminate this Agreement or assert that such authorizations any of the conditions to the Closing contained herein have not been satisfied; provided, however, before taking any action or orphan designations are not variedomission in reliance upon the immediately preceding proviso, suspended or withdrawnthe Company will use reasonable efforts to consult with Parent to the extent permitted by Applicable Law and to the extent practicable.

Affirmative Obligations of the Company. Except During the period from the date of this Agreement and continuing until the earlier of (ax) as contemplated or permitted by the valid termination of this AgreementAgreement pursuant to Section 9.1 and (y) the Closing, (b) as set forth except to the extent that Buyer shall otherwise consent in Section 5.1 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (such approval not to be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Periodwriting, the Company shall (and the Sellers shall cause each the Company to) (i) conduct the business of its Subsidiaries to): (a) carry on its business in all material respects the Company in the usual, regular and ordinary course course, consistent with past practices and in substantially the same manner as heretofore conducted and in material compliance with all applicable Laws; (b) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes contested in good faith by any appropriate Action and for which adequate reserves are established to the extent required by applicable GAAP; (c) use commercially reasonable efforts to (i) preserve intact its present business organizationLegal Requirements, (ii) pay all Taxes of the Company when due (subject to Buyer’s review of Tax Returns, as provided in Section 5.2(n)), (iii) report all salary, wages, benefits or other compensation payments to Employees to the appropriate Governmental Entities on a timely basis, (iv) pay, perform or satisfy all material other Liabilities and obligations of the Company when and as they come due (including the timely withholding, collecting, reporting, remitting and payment of all Taxes required under Legal Requirement), (v) collect accounts receivable and pay accounts payable when due, subject sell or distribute Company Products consistent with past practice (including without limitation as to good faith disputes over such obligationslicense, service and maintenance terms), (iiivi) preserve intact the present business organizations of the Company, (vii) maintain the Books and Records in a manner consistent with past practice and in compliance with all applicable Legal Requirements and accounting principles, standards, practices and policies generally accepted in Singapore consistently applied, (viii) keep available the services of its the present officers and employees Employees of the Company, (ix) preserve the assets (including intangible assets) and properties of the Company, (x) co-operate with Buyer, with respect to the recordal, procurement, maintenance and enforcement of the Company Intellectual Property, Company Intellectual Property Rights and Intellectual Property Rights, in such manner as may be agreed between the Sellers and Buyer in order to protect the Company Intellectual Property, Company Intellectual Property Rights and Intellectual Property Rights, and (ivxi) preserve its the relationships of the Company with material customers, suppliers, investigators, distributors, licensors, licensees licensees, and others having business dealings with which it has material business dealings; (d) use its reasonable best efforts to (i) prepare them, all with the goal of preserving unimpaired the goodwill and prosecute the approval by the FDA ongoing businesses of the Defibrotide NDA consistent with past practice Company at the Closing. The Company shall (and to develop Defibrotide; (ii) obtain and maintain on a commercially reasonable basis quantities of finished Defibrotide drug product and related raw materials and components that the Sellers shall cause the Company reasonably expects to) give reasonable advance notice to be required for Buyer prior to allowing any Contract or right thereunder to lapse or terminate by its terms, and shall maintain its or their respective leased premises in accordance with the anticipated commercial launch terms of Defibrotide; and (e) use commercially reasonable efforts to (i) preserve and maintain the validity of all authorizations for the manufacture of and marketing of medicinal products and orphan designations for medicinal products granted by any Regulatory Authority to the Company or any of its Subsidiaries and (ii) ensure that such authorizations or orphan designations are not varied, suspended or withdrawnapplicable lease.