Common use of Conduct of Business Until Closing Clause in Contracts

Conduct of Business Until Closing. FiberChem agrees that until the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date.

Conduct of Business Until Closing. FiberChem agrees that until the Closing DateExcept as otherwise provided in this Agreement, unless it has received the prior written or as Parent may otherwise consent of Intrex, it will: to (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld), on and after the date hereof and prior to the Closing Date, the Company shall: (a) not amend the organizational documents of the Company or any Subsidiary; (xivb) not make effect any loans or extensions transactions relating to the disposition of creditany material part of the assets of the Company, except to trade purchasers other than in the ordinary course of business consistent with past practice.Ordinary Course; (xvc) (i) conduct the Business in the Ordinary Course, (ii) use commercially reasonable efforts to preserve the Company’s current business organization and existing business relationships, (iii) maintain its properties, machinery and equipment the Company’s property in their present substantially the condition and repaircurrently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to take any action outside the Ordinary Course that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect at any time on or after the date hereof and through the Closing Date; (d) not make any distribution or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary, or make any other changes in the capital structure of the Company or any Subsidiary other than the issuance of shares of Company Stock in connection with the exercise of Company Rights to acquire shares of Company Stock; (e) except as required by Requirements of Law or an existing Plan or Contract and except with respect to the arrangements expressly contemplated to be implemented by the Company prior to the Closing pursuant to Section 6.5 or Section 7.5 hereof, not (A) make or agree to make any material increase in compensation, pension, or other fringe benefits or perquisites payable to any officer or investment professional or other employee of the Company or any Subsidiary other than routine wage or salary increases in the Ordinary Course (B) grant or agree to grant any severance or termination pay or enter into any Contract to make or grant any severance or termination pay or pay any bonus, other than those set forth on Section 6.2(e) of the Company Disclosure Letter, (C) grant or agree to grant or accelerate the time of vesting or payment of any awards under a Plan (including any equity rights to acquire any equity interests of the Company or any Subsidiary) other than as required by Requirements of Law or in accordance with or to facilitate the transactions contemplated by this Agreement (including the vesting of any Company Rights), or (D) establish, adopt, amend, modify or terminate any Plan; provided, however, that the foregoing shall not prohibit the Company from employing financial consultants in the Ordinary Course; (f) neither (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person; (ii) enter into, materially amend or become subject to any limited liability company agreement, joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement, except in the Ordinary Course; (iii) enter into, terminate or amend in any material respect any material Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); (iv) amend, breach, terminate or allow to lapse any material Permit relating to the Business or the Subsidiaries, as applicable that would have or cause a Material Adverse Effect, other than (A) amendments required by Requirements of Law or (B), any such action in the Ordinary Course, or (v) except in the Ordinary Course, sell, lease or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of the Company; (g) not make any individual commitment or agreement for capital expenditures in excess of $400,000, or $1,000,000 in the aggregate, except as set forth on the capital budget set forth on Section 6.2(g) of the Company Disclosure Letter; (h) not sell, license or transfer any Intellectual Property other than in the Ordinary Course; (i) not pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $150,000, other than the payment, discharge or satisfaction, in the Ordinary Course or in accordance with their terms, of liabilities reflected or reserved against in the Company Financial Information (or the notes thereto), or not required by GAAP to be so reflected or reserved, or incurred since the date of the Company Financial Information in the Ordinary Course, or waive any material benefits of, or agree to modify any material confidentiality, standstill, non-solicitation or similar agreement to which the Company is a party; (j) not incur, assume or guarantee (including by way of any agreement to “keep well” or of any similar arrangement) or cancel or waive any claims under any Indebtedness or amend or modify the terms relating to any such Indebtedness, except for any such incurrence, assumption or guarantee of Indebtedness or amendment of the terms of such Indebtedness in the Ordinary Course; (k) not create, issue or sell, or grant any option or other right to subscribe, purchase or redeem, any of its securities, provided that the foregoing shall not prohibit the Company from issuing shares of Company stock in connection with the exercise of any Company Rights that have otherwise been disclosed to Parent on Section 3.20 of the Company Disclosure Letter; (l) not change any material financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other liabilities), other than changes required by GAAP or Requirements of Law or required to be implemented during such period; (m) not enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Company, which relates to any period or periods after the Effective Time, nor change any material Tax accounting method or practice; (n) use commercially reasonable efforts to comply in all material respects with all applicable material Requirements of Law affecting or relating to the Company; and (xvio) continue all policies not enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing.

Conduct of Business Until Closing. FiberChem agrees that until the Closing DateExcept as otherwise provided in this Agreement, unless it has received the prior written or as Buyer may otherwise consent of Intrex, it will: to in writing (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld), on and after the date hereof and prior to the Closing Date, Xxxxxxx shall cause Seller to and Seller shall: (a) not enter into discussions or effect any transactions relating to the disposition of any material part of the assets of Seller, other than in the Ordinary Course; (xivb) not make any loans or extensions (i) conduct the business, operations, activities and practices of credit, except to trade purchasers Seller in the ordinary course of Ordinary Course, (ii) use reasonable efforts to preserve Seller’s current business consistent with past practice. organization and existing business relationships, and (xviii) maintain its propertiesSeller’s property, machinery and equipment including the Real Property, in their present substantially the condition and repaircurrently existing, normal wear and tear excepted; (c) not increase the compensation payable or to become payable to, any management employee, except increases in compensation as may be required by existing executive and employee compensation plans, mandated by Law or consistent with past practices in the Ordinary Course (which includes distributions to those persons who are employees as well as equity holders of the Seller, as a result of the former S-corporation status of Seller); (d) neither (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person; (ii) change the overall character of the business, operations, activities and practices of Seller in any material way; (iii) enter into, terminate or amend in any material respect any Material Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); nor (iv) except in the Ordinary Course, sell, lease or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of Seller; (e) not make any individual commitment or agreement for capital expenditures; (f) not sell, license or transfer any Intellectual Property other than in the Ordinary Course; (g) not pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities or obligations approved (either in writing or verbally) in advance by Buyer’s Chief Financial Officer, or waive any material benefits of, or agree to modify any material confidentiality, standstill, non- solicitation or similar agreement to which Seller is a party; (h) not create or issue or grant any option or other right to subscribe, purchase or redeem any of its securities; (i) not enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to Seller, which relates to any period or periods after the Effective Time; (j) use its reasonable efforts to comply with all applicable Laws affecting or relating to Seller; and (xvik) continue all policies not enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing.

Conduct of Business Until Closing. FiberChem agrees that until the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts Except as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as set forth on Section 6.2 of the Closing Date with the same effect Company Disclosure Letter or as though such representations and warranties had been made at and otherwise provided in this Agreement, or as of the Closing Date; Parent may otherwise consent to (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld, delayed or conditioned), on and after the date hereof and prior to the Closing Date, the Company shall: (a) not amend the organizational documents of the Company; (xivb) not make effect any loans or extensions transactions relating to the disposition of creditany material part of the assets of the Company, except to trade purchasers other than in the ordinary course of business consistent with past practice.Ordinary Course; (xvc) (i) conduct the Business in the Ordinary Course, (ii) use commercially reasonable efforts to preserve the Company’s current business organization and existing business relationships, (iii) maintain its properties, machinery and equipment the Company’s property in their present substantially the condition and repaircurrently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to take any action outside the Ordinary Course that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect at any time on or after the date hereof and through the Closing Date; (d) not make any distribution or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Company, or make any other changes in the capital structure of the Company; provided however, that the Company may pay to UCFC or BWC immediately prior to Closing the difference between the Net Equity Value and the Reference Net Equity Value, as provided for in Section 2.2(b) above. (e) except as required by Requirements of Law or an existing Plan or Contract and except with respect to the arrangements expressly contemplated to be implemented by the Company prior to the Closing pursuant to Section 6.5 or Section 7.5 hereof, not (A) make or agree to make any increase in compensation, pension, or other fringe benefits or perquisites payable to any officer or investment professional or other employee of the Company other than routine wage or salary increases in the Ordinary Course (B) grant or agree to grant any severance or termination pay or enter into any Contract to make or grant any severance or termination pay or pay any bonus, other than those set forth on Section 6.2(e) of the Company Disclosure Letter, (C) grant or agree to grant or accelerate the time of vesting or payment of any awards under a Plan (including any equity rights to acquire any equity interests of the Company) other than as required by Requirements of Law or in accordance with or to facilitate the transactions contemplated by this Agreement, or (D) establish, adopt, amend, modify or terminate any Plan; provided, however, that the foregoing shall not prohibit the Company from employing financial consultants in the Ordinary Course; (f) neither (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person, (ii) enter into, materially amend or become subject to any limited liability company agreement, joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement, except in the Ordinary Course, (iii) enter into, terminate or amend in any material respect any material Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement), (iv) amend, breach, terminate or allow to lapse any material Permit relating to the Business, as applicable that would have or cause a Material Adverse Effect, other than (A) amendments required by Requirements of Law or (B), any such action in the Ordinary Course, or (v) except in the Ordinary Course, sell, lease or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of the Company; (g) not make any individual commitment or agreement for capital expenditures in excess of $25,000, or $100,000 in the aggregate, except as set forth on the capital budget set forth on Section 6.2(g) of the Company Disclosure Letter; (h) not pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $10,000, the payment, discharge or satisfaction, in the Ordinary Course or in accordance with their terms, of liabilities reflected or reserved against in the Company Financial Information (or the notes thereto), or not required by GAAP to be so reflected or reserved, or incurred since the date of the Company Financial Information in the Ordinary Course, or waive any material benefits of, or agree to modify any material confidentiality, standstill, non-solicitation or similar agreement to which the Company is a party; provided, however, that notwithstanding the foregoing, the parties hereby acknowledge that the Management Closing Bonus Amount shall be paid to the Senior Executive Officer in accordance with Section 6.5(c); (i) not incur, assume or guarantee (including by way of any agreement to “keep well” or of any similar arrangement) or cancel or waive any claims under any Indebtedness or amend or modify the terms relating to any such Indebtedness, except for any such incurrence, assumption or guarantee of Indebtedness or amendment of the terms of such Indebtedness in the Ordinary Course; (j) not create, issue or sell, or grant any option or other right to subscribe, purchase or redeem, any of its securities; (k) not change any material financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other liabilities), other than changes required by GAAP or Requirements of Law or required to be implemented during such period; (l) not enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Company, which relates to any period or periods after the Effective Time, nor change any material Tax accounting method or practice; (m) use commercially reasonable efforts to comply in all material respects with all applicable material Requirements of Law affecting or relating to the Company; and (xvin) continue all policies not enter into any amendment or other modification to the Revenue Sharing Agreement or the Subleasing Arrangements. (o) not enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing.

Conduct of Business Until Closing. FiberChem Seller agrees that until the Closing Date, unless it has received the prior written consent of IntrexPARENT, it will: (ia) operate Operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (iib) use Use all reasonable efforts as to events within FiberChemSeller's control to prevent the occurrence of any change or event which would prevent any of its the representations and warranties of FiberChem Seller contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iiic) use Use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (ivd) pay Pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (ve) not increase the compensation Neither enter into any Customer Order or Purchase Order in excess of any Employee $50,000 nor enter or make any representation contract or commitment to do so and render no bid or quotation, written or oral, except as contemplated by in the Employment and Non-Competition Agreementsordinary course of business consistent with past practice; (vif) not Not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (viig) not acquire Not to remove, sell, transfer or otherwise dispose of any assets of the Personal Property or any other Assets or remove any such Personal Property or other Assets from the premises where such Personal Property or other Assets are located on the date of execution of this Agreement and not enter into any other transaction, except in the ordinary course of business consistent with past practice; (viiih) maintain Not declare, pay or set aside for payment any dividend or other distribution on Seller's capital stock; (i) Maintain books, accounts and records in the usual, regular, true and ordinary manner; (ixj) not incur Incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (xk) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not Not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xiil) not Not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiiim) not Not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem Seller shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex PARENT or Buyer consents to such modification or change, which consent shall not be unreasonably withheld; (xivn) not make Make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice.; (xvo) maintain Not increase the compensation (including wages and benefits described in Schedule 4.19) of any Employee or make any representation or commitment to do so; (p) Maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xviq) continue Continue all policies of insurance in full force and effect up to and including the Closing Date.

Conduct of Business Until Closing. FiberChem agrees that 18.1. Sellers shall cause Cxxxxxx and its Affiliates to conduct the Business until the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business Date only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practicespractice unless Buyer has consented to the specific measure or activity. 18.2. Sellers shall not take in relation to Cxxxxxx and its Affiliates and shall cause Cxxxxxx (i) not to take any of the following measures or activities unless Buyer has consented to them: a) Make any change in authorized equity ownership interests; b) Sell, purchase, transfer, acquire, redeem or issue any shares or other equity interests, securities convertible into shares or other equity interests, or any debt securities; c) Issue or grant any options, warrants, conversion rights or other rights to purchase shares or other equity interests; d) Purchase or otherwise acquire or agree to acquire for a consideration any shares (vother than in a fiduciary capacity); e) not increase Take any action, or authorize any Person to take any actions relating to the compensation disposition of Cxxxxxx’x and its Affiliates’ business or assets, or the sale of any Employee shares in Cataneo or make its Affiliates to, or the merger with, any representation or commitment to do so except as contemplated by the Employment and Non-Competition AgreementsPerson other than Buyer; (vif) not create Enter into or suffer amend any Liens upon pension, retirement, profit sharing, deferred compensation, consultant, bonus, or similar plan or agreement in respect of any of its assets (shareholders or other employees, or increase the current level of contributions to any such plan now in effect; g) Acquire, consolidate or merge with any other company, corporation, or association, or acquire, other than Liens set forth in the Schedules)ordinary course of business, any assets of any other company, corporation, or association; (viih) not acquire Mortgage, pledge, or subject to a lien or any other Encumbrance, any of their assets, dispose of any assets of their assets, incur or cancel any debts or claims, or increase the current level of compensation or benefits payable to its members or employees except in the ordinary course of their business as heretofore conducted, or take any other action not in the ordinary course of their business as heretofore conducted, or incur any material obligation, or enter into any transactionmaterial contract except as provided for in this Agreement; i) Amend organizational documents, in particular the articles of association of Cataneo or its Affilate or operating agreements; j) Take any material shareholders’ resolutions, including with respect to reorganization, dissolution or liquidation; k) Enter into or amend any agreements involving annual payment obligations in excess of EUR 10,000 (in words: Ten Thousand Euros) in the individual case, except for any employment agreements and supply agreements entered into in the ordinary course of business consistent with past practice; l) Enter into any loan agreements with a party exceeding a principal amount of EUR 5,000 (viiiin words: Five Thousand Euros) maintain books, accounts and records in the usual, regular, true and ordinary mannerindividual case; m) Make any capital expenditures in excess of EUR 10,000 (ixin words: Ten Thousand Euros) not incur in the individual case; n) Acknowledge (anerkennen) any obligation claims exceeding EUR 5,000 (in words: Five Thousand Euros) in the individual case; o) Enter into any settlement agreement (Vergleich) with a value in dispute exceeding EUR 5,000 (in words: Five Thousand Euros) in the individual case; p) Appoint or liability dismiss any managing directors (fixed Geschäftsführer) or contingent)directors of Cataneo, except in the ordinary course of business consistent with past practice; for dismissal for cause (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangementsaus wichtigem Gxxxx); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and q) To the extent it may affect or relate to Cxxxxxx or its Affiliates: (xvii) continue all policies make, change, or rescind any Tax election; (ii) amend any Tax Return, except (a) for monthly VAT returns or (b) as required by applicable Laws; (iii) change any method of insurance accounting for Tax purposes; (iv) change any annual Tax accounting period, or (v) enter into an contractual obligation or request any binding ruling in full force and effect up to and including the Closing Daterespect of Taxes with any governmental authority.

Conduct of Business Until Closing. FiberChem agrees that until (a) Except as otherwise provided in this Agreement, from and after the Closing Datedate of this Agreement through the Closing, unless it has received the prior written consent of Intrex, it Seller will: : (i) operate its business only conduct the operations of the Business in the usualOrdinary Course, regular and ordinary course consistent with reasonable business practice; (ii) use reasonable best efforts to maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all reasonable efforts insurance proceeds received with respect to claims made for the Purchased Assets to replace or repair, as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations applicable, such Purchased Assets and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its reasonable best efforts to to: (A) preserve intact the Business’ business organizations, (B) keep available the services of its current officers and the Business Employees, (C) preserve its present relationship relationships with customers, creditors and suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viiiD) maintain its books, accounts and records records, (E) in the usualall material respects comply with any applicable Legal Requirements, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xvF) maintain its properties, machinery and equipment the property of the Business in their present substantially the condition and repaircurrently existing, normal wear and tear excepted, and (G) maintain the Business IP in full force and effect. Nothing contained in this Agreement will give Buyer, directly or indirectly, rights to control or direct the operations of Seller prior to the Closing. Subject to the terms and conditions of this Agreement, through the Closing, Seller will exercise complete control and supervision of the Business. (b) Notwithstanding the foregoing, except as Xxxxx may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date with respect to the Business, Seller agrees not to take any of the following actions on or prior to the Closing: (i) amend its certificate of incorporation or bylaws (or equivalent governing documents) in any manner which could reasonably be expected to adversely affect the transactions contemplated hereby; (ii) merge or consolidate with any entity or acquire any interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise) (with respect to Seller, in any manner which could reasonably be expected to adversely affect the transactions contemplated hereby); (iii) liquidate, dissolve or effect any recapitalization or reorganization in any form; (iv) sell, lease, license, transfer, encumber or otherwise dispose of any of the Purchased Assets or any interests therein, in each case that are material, individually or in the aggregate, to the Business, other than Permitted Liens or Purchased Assets used, consumed, replaced or sold in the Ordinary Course; (v) sell, license, abandon or transfer any Business IP; (vi) create, incur, assume or suffer to exist any new Liens (except Permitted Liens) affecting any of the Purchased Assets; (vii) change any of the accounting principles or practices used by it in the preparation of the Financial Statements or revalue or reclassify in any material respect any of the Purchased Assets or the Assumed Liabilities, including any reductions in the reserve provisions relating to Inventory or Accounts Receivable, except as required by GAAP; (viii) change in any material respect its pricing policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on Contracts, except as required by GAAP; (ix) increase the compensation payable or to become payable to, any Business Employee, except increases in compensation as may be required by existing executive and employee compensation plans, mandated by Legal Requirement or consistent with past practices in the Ordinary Course; (i) change the overall character of the business, operations, activities and practices of the Business in any material way; and(ii) enter into, terminate or amend in any material respect any Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); or (iii) except in the Ordinary Course, sell, lease, or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of the Business; (xi) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Business, other than the payment, discharge or satisfaction, in the Ordinary Course or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements (or the notes thereto), or not required by GAAP to be so reflected or reserved, or waive any material benefits of, or agree to modify any material confidentiality, standstill, non- solicitation or similar agreement relating to the Business to which Seller is a party; (xii) create or issue or grant any option or other right to subscribe, purchase or redeem any of their securities; (xiii) enter into any binding agreement or arrangement with the FDA (or any similar regulatory authority), with respect to the Business, which relates to any period or periods after the Effective Time; (xiv) enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Business, which relates to any period or periods after the Effective Time; (xv) fail to use their reasonable efforts to comply with all applicable Legal Requirements affecting or relating to the Business; or (xvi) continue all policies enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing.

Conduct of Business Until Closing. FiberChem agrees that until Except as set forth on Schedule 6.1, unless the Buyers otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the Sellers shall, and shall cause their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries) to, in respect of agreements in respect of the Business with reactors and Mo-99 suppliers, (i) not terminate such agreements prior to the expiry of their term and (ii) use commercially reasonable efforts to renew such agreements if they are scheduled to expire or otherwise lapse prior to the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usualaggregate to ensure sufficient redundancy in its supply chain. Within 30 days following the end of each Fiscal Month, regular the Sellers shall provide Buyers with monthly financial information (including balance sheets and ordinary course income statements) of the Business in a form consistent with reasonable business practice; (ii) use all reasonable efforts those previously provided to Buyers and, after request from Buyers, provide updates on material projects and agreements as reasonably requested by Buyers. Except as set forth on Schedule 6.1 or as otherwise provided in this Agreement, or as the Buyers may otherwise consent to events within FiberChem's control or approve in writing on and after the date hereof and prior to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheldwithheld or delayed, the Sellers agree and agree to cause their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries), in each case, in respect of the Business: (a) other than any Excluded Assets, not to sell, transfer, assign, convey or otherwise dispose of (i) any of the Shares, (ii) any securities or ownership interests of any Indirect Subsidiary, or (iii) any of the assets, properties or rights of the Transferred Subsidiaries or the Indirect Subsidiaries, other than, in the case of this clause (iii), (A) sales of inventory of products of the Business in the Ordinary Course or transfers to the Transferred Subsidiaries or another Indirect Subsidiary that will not affect the indirect transfer of any of the Business Assets (or the transfer of the Shares) to the Buyers at the Closing or (B) dividends or distributions of Cash made by any Transferred Subsidiary or any Indirect Subsidiary to Mallinckrodt UK or its Affiliates that are fully paid prior to the Closing; (xivi) not make any loans or extensions of credit, except to trade purchasers conduct the Business in all material respects in the ordinary course Ordinary Course in accordance with Past Practice, (ii) to use commercially reasonable efforts to preserve the Business and existing business relationships with employees, customers and suppliers and other key business relations of business consistent with past practice. the Business, and (xviii) to maintain its propertiesthe Owned Real Property, machinery Leased Real Property and equipment all fixed assets included in their present the Business Assets in substantially the condition and repaircurrently existing, normal wear and tear excepted; (c) not to hire or terminate (other than for cause) any Senior Business Employee, or amend any compensation terms of any Senior Business Employee; (d) not to increase the compensation payable or to become payable to, any Employee, except increases in compensation or benefits as may be required by the existing terms of the Benefit Plans set forth on Disclosure Schedule 3.21(a), as mandated by Law or increases in salary consistent with Past Practices in the Ordinary Course; (e) not to incur, create or assume any Encumbrance with respect to any material asset or portion of assets included in the Business Assets, other than any Permitted Encumbrances; (f) not to (i) enter into, terminate or amend any Material Contract or any Contract that would be a Material Contract if so entered into or amended prior to the date hereof, except to the extent any such amendment is non-substantive, nor (ii) take any action or omit to take any action that, in and of itself, might reasonably cause the Sellers or their Affiliates to be in material breach of any Material Contract; (g) not to adopt, enter into, terminate or amend any Benefit Plans or adopt or enter into any plan, policy, agreement or arrangement for the current or future benefit of any Employee that would be a Benefit Plan if it were in existence as of the date hereof except for amendments to the extent required to maintain compliance with the U.S. Internal Revenue Code or other applicable Laws, or take any action to accelerate the vesting, funding, or payment of compensation or benefits under any Benefit Plan (or any award thereunder); (h) not to sell, exclusively license or transfer any Business Intellectual Property owned by the Sellers or any of their Affiliates, not to grant non-exclusive licenses of Business Intellectual Property owned by the Sellers or any of their Affiliates other than in the Ordinary Course consistent with Past Practice, and to use commercially reasonable efforts to maintain and prosecute material registered Business Intellectual Property owned by the Sellers or any of their Affiliates and applications to register Business Intellectual Property owned by the Sellers or any of their Affiliates; (i) not to make any change to the charter documents, bylaws or equivalent governing instruments of any Transferred Subsidiary or any Indirect Subsidiary; (j) not to create or issue or grant any option or other right to subscribe, purchase or redeem any of the Shares or any other securities of any Transferred Subsidiary or any Indirect Subsidiary; (k) not to enter into any material transaction, including with the Sellers or any of their other Affiliates, in respect of the Business or the Business Assets other than in the Ordinary Course; (l) not make or change any election with respect to Taxes, adopt or change an annual accounting period or method for Tax purposes, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, fail to pay any Taxes as they become due and payable, in each case, that would increase a liability of any of the Transferred Subsidiaries or Indirect Subsidiaries for Taxes in any Post-Closing Period; (m) not to compromise or settle any Proceeding or threatened Proceeding in any manner that would result in any material liability to the Transferred Subsidiaries and Indirect Subsidiaries, taken as a whole, or that would result in any restriction on the operation of the Business; (n) to comply in all material respects with all applicable Laws affecting or relating to the Business and not to implement any employee layoffs implicating the WARN Act; (o) except in accordance with the Sellers or their Affiliates’ budgeted capital expenditures for such year, not commit to make any material changes in planned capital expenditures; (p) not to enter into any understandings or agreements (conditional or otherwise), or agree or commit, to do any of the foregoing (other than clauses (b) and (n)); (q) not to enter into, terminate or amend in any material respect any applicable collective labor agreement in relation to Mallinckrodt Medical B.V. other than in the Ordinary Course or as required by applicable Law; and (xvir) continue all policies to use commercially reasonable efforts to minimize the amount of insurance in full force Closing Cash. 1. The Parties shall, as soon as reasonably practicable and effect having regard to applicable antitrust Law, and by no later than ten (10) Business Days following the date hereof, form a separation committee to assist and oversee the separation of the Business from the other businesses of the Sellers and their Affiliates. The separation committee shall consist of up to six people in total, comprised of three representatives of the Sellers and three representatives of the Buyers. The Parties shall notify each other party of the identity of their representatives, each of which shall be of suitable experience, seniority and authority. The separation committee shall meet as necessary to discuss and coordinate the development, progress and implementation of the separation including discussing, at the Closing Datefirst meeting of the separation committee, a format of monthly financial reporting in respect of the Business. The separation committee shall put in place all such processes as may be required to ensure that no information is exchanged or steps taken in breach of applicable antitrust Laws.

Conduct of Business Until Closing. FiberChem agrees that until Between the date of this Agreement and the Closing Date, unless it has received except as set forth on Schedule 5.5, as required by the terms of this Agreement (including the acceleration of the vesting of Company Options to vest in full prior to Closing and exercising the discretion in rule 9.1 of the amended Company Option Plan (or equivalent provision in the Standalone Agreement) in order to cause certain unexercised Company Options to lapse on Closing), as required by Law or with the prior written consent of IntrexBuyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company covenants and agrees that it will: (i) operate shall, and shall cause its business only Subsidiaries to, conduct the Company’s and its Subsidiaries’ respective businesses in all material respects in the usualOrdinary Course. Except as set forth on Schedule 5.5, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent required by the occurrence terms of any change this Agreement, as required by Law or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as prior written consent of the Closing Date; Buyer (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans , conditioned or extensions delayed), between the date of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery this Agreement and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date., the Company shall not, and shall not permit any of its Subsidiaries to: (a) enter into any Company Agreement providing for the direct or indirect sale, transfer, assignment or other disposal of the Shares or any other Equity Securities of the Company or its Subsidiaries or rights to acquire any such Equity Securities; (b) grant any general increase or implement any decrease in any compensation or benefits payable to any Employee, other than in the Ordinary Course, pursuant to the terms of any Company Plans, any collective bargaining agreements, or as required by applicable Law; (c) (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Entity, (ii) other than in the Ordinary Course, enter into, terminate, waive any provision under or amend in any material respect any (A) Material Contract or (B) Company Agreement that if entered into prior to the execution of this Agreement would have constituted a Material Contract; or (iii) other than in the Ordinary Course, sell, lease or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of its material assets; (d) make any material amendment to its Organizational Documents; (e) take any action that would otherwise violate Section 2.15; (f) grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company, or establish, adopt, enter into, terminate, or amend any Company Plan; or 46

Conduct of Business Until Closing. FiberChem Intrex agrees that until the Closing Date, unless it has received the prior written consent of IntrexFiberChem, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChemIntrex's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem Intrex contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) except as contemplated by the Employment and Non-Competition Agreements, not increase the compensation (including wages and benefits described in Schedule 4.23) of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreementsso; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without IntrexFiberChem's prior approval (other than dividends reasonably estimated to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangementsagreements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem Intrex shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex FiberChem consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date.

Conduct of Business Until Closing. FiberChem agrees that From the date hereof until the Closing DateClosing, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth otherwise provided in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than or consented to in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, writing by Purchaser (which consent shall not be unreasonably withheld;, conditioned or delayed), the Target shall, and shall cause each of the Companies to: (xiva) not make any loans or extensions of credit, except to trade purchasers conduct the Business in the ordinary course of business consistent with past practice. business; (xvb) use commercially reasonable efforts to (1) maintain its properties, machinery their respective assets and equipment properties in their present current condition and repair, (normal wear and tear and damage excepted; and ), (xvi2) continue preserve substantially intact their respective business organization, goodwill and ongoing operations of their respective businesses, (3) keep available the services of their respective current employees and service providers, (4) maintain and preserve intact their respective current relationships with their Company Employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies, (5) pay all policies Taxes on a timely basis as they become due and payable, and (6) comply in all material respects with applicable Law, and (c) make capital expenditures, including construction of insurance the facility being constructed in full force and effect up to and including Warner Xxxxxxx, Georgia, in accordance with the capital expenditure budget set forth in Section 6.01(c) of the Disclosure Schedules. From the date hereof until the Closing Date, (x) except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Target shall not cause or permit any of the Companies to take any action that would frustrate the purpose of this Agreement or cause any of the changes, events or conditions described in Section 4.06 (other than clauses (a) or (w) of Section 4.06) to occur, and (y) except as consented to in writing by the Target (which consent shall not be unreasonably withheld, conditioned or delayed), neither Parent nor Purchaser shall take any action that would frustrate the purpose of this Agreement. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement will give Parent or Purchaser, directly or indirectly, rights to control or direct the business or operations of the Companies prior to the Closing. Prior to the Closing, the Companies will exercise, consistent with the terms and conditions of this Agreement, control of their respective business and operations.

Conduct of Business Until Closing. FiberChem agrees that until Except as set forth on Schedule 6.1 or as otherwise provided in this Agreement, or as the Buyer may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date, unless it has received which consent shall not be unreasonably withheld or delayed, the prior written consent Share Sellers agree and agree to cause their Affiliates, in each case, in respect of Intrex, it willthe Business: (a) other than any Excluded Assets, not to sell, transfer, assign, convey or otherwise dispose of (i) operate its business only any of the Shares, (ii) any Indirect Subsidiary, or (iii) any of the Business Assets, other than sales of Inventory of products of the Business in the usual, regular and ordinary course consistent with reasonable business practiceOrdinary Course or transfers to another Affiliate that will not affect the transfer of any of the Business Assets to the Buyer on the Closing; (iib) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as maintain each of the Closing Date with the same effect as though such representations Transferred Subsidiaries and warranties had been made at Indirect Subsidiaries and as of the Closing Datetheir related branches in good standing under applicable Law; (iiic) use its best efforts renew in due time all permits, approvals, consents licenses, certificates, registrations and authorization issued by any Governmental Authority (including but not limited to preserve its present relationship with suppliersall Marketing Authorizations, customers Wholesale Distribution Authorizations and others having business dealings with it; (ivImport Permits) necessary for the conduct of the Business and pay and discharge all costs and expenses of carrying on its business consistent with past business practices(if any) relating to such renewals; (vd) (i) to conduct the Business in all material respects in accordance with Past Practice (which shall include not increase engaging in any sales practices to accelerate the compensation sales of the Business products to any Employee or make any representation or commitment distributor from a period after the Closing to do so except as contemplated by a period prior to the Employment Closing (e.g. trade loading)), (ii) to use commercially reasonable efforts to preserve the Business and Non-Competition Agreementsexisting business relationships with customers and suppliers of the Business, and (iii) to maintain the Owned Real Property, Leased Real Property and all fixed assets included in the Business Assets in substantially the condition currently existing, normal wear and tear excepted; (vie) not create to declare, set aside, make or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make pay any dividend or bonus disbursements without Intrex's prior approval (other than dividends distribution, payable in cash, stock, property, or otherwise, with respect to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claimof the Shares, other than in connection with the ordinary course of business consistent with past practiceRestructuring or cash dividends paid prior to the Closing; (xiif) (i) not waive to increase the compensation payable or release to become payable to, any rights Employee or Transferred Employee, except increases in compensation or benefits as may be required by existing compensation plans, as mandated by Law or consistent with Past Practice in the Ordinary Course, (ii) not to hire or terminate any of material value the key Employees listed on Schedule 6.1(f) or (iii) not to announce, implement or effect any reduction in labor force; (g) not to incur, create or assume any Encumbrance with respect to its assetsthe Shares, except any material asset or portion of assets included in the ordinary course of business consistent with past practiceBusiness Assets, other than any Permitted Encumbrances; (xiiih) not modify or change to (i) enter into, amend in any material respect or terminate any existing licenseMaterial Contract except to the extent necessary to obtain any consents for transfer contemplated by this Agreement or as reasonably required in the Ordinary Course, leasenor (ii) take any action or omit to take any action that might cause the Share Sellers or their Affiliates to be in breach of any Material Contract; (i) not to make any material change in the terms of any Benefit Plans (other than any equity plans for the benefit of Employees), contract except to the extent required to maintain compliance with the U.S. Internal Revenue Code or other document required applicable Laws, or except in accordance with the Ordinary Course consistent with Past Practice; (j) not to be listed on sell, license or transfer any Business Intellectual Property owned by the Schedules to this Agreement Share Sellers or any of their Affiliates other than in the ordinary course Ordinary Course, and, other than in the Ordinary Course, to maintain and prosecute registered Business Intellectual Property owned by the Share Sellers or any of business consistent with past practicetheir Affiliates and applications to registered Business Intellectual Property owned by the Share Sellers or any of their Affiliates; provided, except however, that FiberChem failing to maintain or prosecute patent applications included in the Business Intellectual Property in the Ordinary Course shall be permitted not include abandonment of any such patent applications unless (i) following such abandonment, at least one patent application remains pending in the jurisdiction in which the abandoned patent application had been pending that claims priority to modify the abandoned patent application or change existing licenses, leases, Contracts and other documents to obtain a parent of the consents referred in any Schedule hereto if Intrex abandoned patent application or (ii) Buyer consents to such modification or changeabandonment, which such consent shall not to be unreasonably withheld; (xivk) not to make any loans change to the charter documents, bylaws or extensions equivalent governing instruments of creditany Transferred Subsidiary or Indirect Subsidiary; (l) not to create or issue or grant any option or other right to subscribe, except purchase or redeem any of the Shares or any other securities of any Transferred Subsidiary or Indirect Subsidiary; (m) not to trade purchasers enter into any material transaction, including with the Share Sellers or any of their other Affiliates, in respect of the Business or the Business Assets other than in the ordinary course of business consistent with past practice.Ordinary Course; (xvn) maintain its propertiesnot to make, machinery and equipment change or rescind any material Tax election, change any annual accounting period, change any material method of accounting for Tax purposes, consent to an extension or waiver of the limitation period applicable to any material Tax claim, or enter into any closing agreement with the IRS (or similar Tax authority) with respect to the Business that would increase a liability of any Transferred Subsidiary or Indirect Subsidiary for Taxes in the portion of a Straddle Period after the Closing Date or any Post-Closing Period; (o) to comply in all material respects with all applicable Laws affecting or relating to the Business; (p) not to enter into discussions or effect any transactions (i) relating to the disposal of any of the Shares or the merger or consolidation of any Transferred Subsidiary or Indirect Subsidiary with or into any person or entity or (ii) relating to the acquisition (by purchase of a substantial portion of stock or assets or in any other manner) of any business, corporation, partnership, joint venture, association or other business organization or division thereof; (q) except in the Ordinary Course or in accordance with the Share Sellers or their present condition and repairAffiliates’ budgeted capital expenditures for such year, normal wear and tear exceptednot to make any material changes in planned capital expenditure or expenditures, or commit to do so; and (xvir) continue not to enter into any discussions, negotiations, understandings or agreements (conditional or otherwise) to do any of the foregoing. The Buyer shall make appropriate and authorized representatives available at all policies reasonable times promptly to consider requests by the Share Sellers with respect to any actions that, failing the receipt of insurance in full force and effect up to and including the Closing DateBuyer’s consent, might violate the provisions of this Section 6.1.

Conduct of Business Until Closing. FiberChem agrees that until (a) Except as otherwise provided in this Agreement, from and after the Closing Datedate of this Agreement through the Closing, unless it has received the prior written consent of Intrex, it Seller will: : (i) operate its business only conduct the operations of the Business in the usualOrdinary Course, regular and ordinary course consistent with reasonable business practice; (ii) use reasonable best efforts to maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all reasonable efforts insurance proceeds received with respect to claims made for the Purchased Assets to replace or repair, as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations applicable, such Purchased Assets and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its reasonable best efforts to to: (A) preserve intact the Business’ business organizations, (B) keep available the services of its current officers and the Business Employees, (C) preserve its present relationship relationships with customers, creditors and suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viiiD) maintain its books, accounts and records records, (E) in the usualall material respects comply with any applicable Legal Requirements, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xvF) maintain its properties, machinery and equipment the property of the Business in their present substantially the condition and repaircurrently existing, normal wear and tear excepted, and (G) maintain the Business IP in full force and effect. Nothing contained in this Agreement will give Buyer, directly or indirectly, rights to control or direct the operations of Seller prior to the Closing. Subject to the terms and conditions of this Agreement, through the Closing, Seller will exercise complete control and supervision of the Business. Notwithstanding the foregoing, except as Xxxxx may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date with respect to the Business, Seller agrees not to take any of the following actions on or prior to the Closing: (i) amend its certificate of incorporation or bylaws (or equivalent governing documents) in any manner which could reasonably be expected to adversely affect the transactions contemplated hereby; (ii) merge or consolidate with any entity or acquire any interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise) (with respect to Seller, in any manner which could reasonably be expected to adversely affect the transactions contemplated hereby); (iii) liquidate, dissolve or effect any recapitalization or reorganization in any form; (iv) sell, lease, license, transfer, encumber or otherwise dispose of any of the Purchased Assets or any interests therein, in each case that are material, individually or in the aggregate, to the Business, other than Permitted Liens or Purchased Assets used, consumed, replaced or sold in the Ordinary Course; (v) sell, license, abandon or transfer any Business IP; (vi) create, incur, assume or suffer to exist any new Liens (except Permitted Liens) affecting any of the Purchased Assets; (vii) change any of the accounting principles or practices used by it in the preparation of the Financial Statements or revalue or reclassify in any material respect any of the Purchased Assets or the Assumed Liabilities, including any reductions in the reserve provisions relating to Inventory or Accounts Receivable, except as required by GAAP; (viii) change in any material respect its pricing policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on Contracts, except as required by GAAP; (ix) increase the compensation payable or to become payable to, any Business Employee, except increases in compensation as may be required by existing executive and employee compensation plans, mandated by Legal Requirement or consistent with past practices in the Ordinary Course; (x) (i) change the overall character of the business, operations, activities and practices of the Business in any material way; and(ii) enter into, terminate or amend in any material respect any Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); or (iii) except in the Ordinary Course, sell, lease, or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of the Business; (xi) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Business, other than the payment, discharge or satisfaction, in the Ordinary Course or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements (or the notes thereto), or not required by GAAP to be so reflected or reserved, or waive any material benefits of, or agree to modify any material confidentiality, standstill, non- solicitation or similar agreement relating to the Business to which Seller is a party; (xii) create or issue or grant any option or other right to subscribe, purchase or redeem any of their securities; (xiii) enter into any binding agreement or arrangement with the FDA (or any similar regulatory authority), with respect to the Business, which relates to any period or periods after the Effective Time; (xiv) enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Business, which relates to any period or periods after the Effective Time; (xv) fail to use their reasonable efforts to comply with all applicable Legal Requirements affecting or relating to the Business; or (xvi) continue all policies enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing.

Conduct of Business Until Closing. FiberChem agrees that until the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts Except as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in Section 6.2 of the Schedules); Company Disclosure Letter or as otherwise provided in this Agreement, or as Parent may otherwise consent to (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld, delayed or conditioned), on and after the date hereof and prior to the Closing Date, the Company shall: (a) not amend the organizational documents of the Company; (xivb) not make effect any loans or extensions transactions relating to the disposition of creditany material part of the assets of the. Company, except to trade purchasers other than in the ordinary course of business consistent with past practice.Ordinary Course; (xvc) (i) conduct the Business in the Ordinary Course, (ii) use commercially reasonable efforts to preserve the Company's current business organization and existing business relationships, (iii) maintain its properties, machinery and equipment the Company's property in their present substantially the condition and repaircurrently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to take any action outside the Ordinary Course that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect at any time on or after the date hereof and through the Closing Date; (d) not make any distribution or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Company, or make any other changes in the capital structure of the Company; (e) except as required by Requirements of Law or an existing Plan or Contract and except with respect to the arrangements expressly contemplated to be implemented by the Company prior to the Closing pursuant to Section 6.5 hereof; not (A) make or agree to make any material increase in compensation, pension, or other fringe benefits or perquisites payable to any officer or investment professional or other employee of the Company other than routine wage or salary increases in the Ordinary Course (B) grant or agree to grant any severance or termination pay or enter into any Contract to make or grant any severance or termination pay or pay any bonus, other than those set forth in Section 6.2(e) of the Company Disclosure Letter, (C) grant or agree to grant or accelerate the time of vesting or payment of any awards under a Plan (including any equity rights to acquire any equity interests of the Company) other than as required by Requirements of Law or in accordance with or to facilitate the transactions contemplated by this Agreement, or (D) establish, adopt, amend, modify or terminate any Plan; provided, however, that the foregoing shall not prohibit the Company from employing financial consultants in the Ordinary Course; (f) neither (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person; (ii) enter into, materially amend or become subject to any limited liability company agreement, joint venture, partnership, strategic affiance, shareholders' agreement, co-marketing, co-promotion, joint development or similar arrangement, except in the Ordinary Course; (iii) enter into, terminate or amend in any material respect any material Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); (iv) amend, breach, terminate or allow to lapse any material Permit relating to the Business that would have or cause a Material Adverse Effect, other than (A) amendments required by Requirements of Law or (B), any such action in the Ordinary Course, or (v) except in the Ordinary Course, sell, lease or grant any option to sell or lease, give a security interest in or otherwise create any Lien (other than a Permitted Lien) on any of the assets of the Company; (g) not make any individual commitment or agreement for capital expenditures in excess of $100,000, or $250,000 in the aggregate, except as set forth on the capital budget set forth in Section 6.2(g) of the Company Disclosure Letter; (h) not sell, license or transfer any Intellectual Property other than in the Ordinary Course; (i) not pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $50,000, other than the payment, discharge or satisfaction, in the Ordinary Course or in accordance with their terms, of liabilities reflected or reserved against in the Company Financial Information (or the notes thereto), or not required by GAAP to be so reflected or reserved, or incurred since the date of the Company Financial Information in the Ordinary Course, or waive any material benefits of or agree to modify any material confidentiality, standstill, non-solicitation or similar agreement to which the Company is a party; (j) not incur, assume or guarantee (including by way of any agreement to "keep well" or of any similar arrangement) or cancel or waive any claims under any Indebtedness or amend or modify the terms relating to any such Indebtedness, except for any such incurrence, assumption or guarantee of Indebtedness or amendment of the terms of such Indebtedness in the Ordinary Course; (k) not create, issue or sell, or grant any option or other right to subscribe, purchase or redeem, any of its securities; (l) not change any material financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other liabilities), other than changes required by GAAP or Requirements of Law or required to be implemented during such period; (m) not enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Company, which relates to any period or periods after the Effective Time, nor change any material Tax accounting method or practice; (n) use commercially reasonable efforts to comply in all material respects with all applicable material Requirements of Law affecting or relating to the Company; and (xvio) continue all policies not enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing prohibited acts.

Conduct of Business Until Closing. FiberChem Intrex agrees that until the Closing Date, unless it has received the prior written consent of IntrexFiberChem, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChemIntrex's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem Intrex contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) except as contemplated by the Employment and Non-Competition Agreements, not increase the compensation (including wages and benefits described in Schedule 5.23) of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreementsso; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without IntrexFiberChem's prior approval (other than dividends reasonably estimated to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangementsagreements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem Intrex shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex FiberChem consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date.

Conduct of Business Until Closing. FiberChem Pandel agrees that until the Closing Date, unless it has received the prior written consent of IntrexFiberChem, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChemPandel's control to prevent the occurrence of any change or event which would prevent any of its the representations and warranties of FiberChem Pandel contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreementsso; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without IntrexFiberChem's prior approval (other than dividends reasonably estimated to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangementsagreements); (xi) not cancel or compromise any material debt or claimclaim owed to Pandel, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem Pandel shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex FiberChem consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date.

Conduct of Business Until Closing. FiberChem agrees that until the Closing Date, unless it has received the prior written consent of IntrexPandel, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without IntrexPandel's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claimclaim owed to FiberChem, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date. (xvii) not permit Pandel Mergerco to engage in any business or other activity prior to the Effective Time except to perform its obligations under this Agreement.

Conduct of Business Until Closing. FiberChem agrees that until the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (ii) use all reasonable efforts 13.1 Except as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose remaining provisions of any assets or enter into any transactionthis Agreement, except in particular clause 3.3, from the ordinary course date of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies of insurance in full force and effect up to and including the Closing Date, to the extent permissible under Applicable Law or other Regulatory Requirements: 13.1.1 the Sellers shall procure that the Business will be carried on in the ordinary course consistent with past practice and that all assets are preserved and treated in the ordinary course consistent with past practice; 13.1.2 the Sellers shall procure that none of the Group Companies incurs any indebtedness outside the ordinary course of business that would qualify as Closing Date Financial Debt; 13.1.3 the Sellers shall procure that none of the Group Companies sells any non-required business assets (nicht betriebsnotwendiges Vermögen) outside the ordinary course of business or with a consideration exceeding EUR 25,000; 13.1.4 the Sellers will keep the Buyers promptly and fully informed in relation to the Business, and the financial position and/or assets of the Romaco Group; 13.1.5 the Sellers will procure that neither any Company nor any of the Subsidiaries will (except in accordance with a prior waiver given by the Buyers) do, suffer or permit to be done or agree to do any of the matters referred to in Schedule 13.1.5 (Conduct of Business Prior to Closing) or anything else which is of an important nature; and 13.1.6 the Sellers will procure that neither any Company nor any of the Subsidiaries will (except in accordance with a prior waiver given by the Buyers) do, suffer or permit to be done or agree to do any matter or action that neither a Sellers’ Statement nor a Sellers’ Tax Statement would, if given as of the Closing Date, become untrue or inaccurate until and including the Closing Date. 13.2 The Sellers shall provide reasonable efforts, except for granting any economic advantages, that the employment relationship with Xx. X. Kedgley who is currently employed with Pfaudler-Balfour, a unit of Seller4, is transferred to Romaco PT or any other Group Company designated in writing by the Buyers to the Sellers or enters into a new employment agreement with such company prior to the Closing, however not later than four (4) weeks following the Closing Date.

Conduct of Business Until Closing. FiberChem agrees that until Except as set forth in Schedule 6.2 or as otherwise provided in this Agreement, or as Xxxxx Brothers may otherwise consent to, on and after the date hereof and prior to the Closing Date, unless it has received the prior written consent of Intrex, it willCompany and its Subsidiaries shall: (a) not amend their organizational documents; (b) not effect any transactions relating to the disposition of any of their assets, other than in the Ordinary Course; (c) (i) operate its business only conduct the Company Business in the usualOrdinary Course, regular and ordinary course consistent with reasonable business practice; (ii) use all commercially reasonable efforts as to events within FiberChem's control preserve the Company’s current business organization and existing business relationships, (iii) maintain their property in substantially the condition currently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to prevent take any action outside the occurrence of any change or event which Ordinary Course that would prevent cause any of its the representations and warranties of FiberChem contained herein from being true set forth in Article 3 to be untrue or incorrect in any material respect at any time on or after the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of through the Closing Date; (iiid) use its best efforts to preserve its present relationship not make any distribution or declare, pay or set aside any dividend with suppliersrespect to, customers and others having business dealings with itor split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any of their equity interests or securities, debt securities, or voting interests, or make any other changes in their capital structure; (ive) pay and discharge all costs and expenses except as required by applicable Requirements of carrying on its business consistent with past business practices; Law or an existing Employee Benefit Plan or Contract, not (vi) not increase the compensation or benefits of any Employee of their directors, members, managers, officers or make investment professionals, or any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (Company Business Employee, other than Liens set forth routine wage or salary increases in the Schedules); Ordinary Course, (viiii) not acquire adopt any amendment to an Employee Benefit Plan, (iii) grant or dispose of agree to grant any assets severance or termination pay or enter into any transactionContract to make or grant any severance or termination pay, or pay any bonus outside the Ordinary Course, (iv) enter into, amend or modify any employment, consulting, severance, termination or similar agreement with any of their directors, managers or officers, or any Company Business Employee or consultant entitled to annual compensation in excess of $200,000 (other than in connection with the transactions contemplated by this Agreement), (v) accelerate the payment of compensation or benefits to any of their directors, members, managers, officers or employees, including any awards under an Employee Benefit Plan (including any rights to acquire any Company Equity) other than as required by applicable Requirements of Law or in accordance with or to facilitate the transactions contemplated by this Agreement, (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, change any actuarial or other assumption used to calculate funding obligations with respect to any pension plan or change the timing or manner in which contributions to any pension plan are made or the basis on which such contributions are determined, or (vii) take any action that could give rise to severance benefits payable to their officers, directors or managers or Company Business Employees as a result of consummation of any of the transactions contemplated by this Agreement; (f) not (i) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person; (ii) enter into, amend or become subject to any limited liability company agreement, joint venture, partnership, strategic alliance, holders’ agreement, co-marketing, co-promotion, joint development or similar arrangement, except in the ordinary course Ordinary Course; (iii) enter into, terminate or amend any Material Company Contract (except to the extent necessary to obtain any consents for transfer contemplated by this Agreement); (iv) amend, breach, terminate or allow to lapse any Permit relating to the Company Business, other than (A) amendments required by applicable Requirements of business consistent Law or (B) in the Ordinary Course; or (v) except in the Ordinary Course, sell, lease or grant any option to buy or lease, give a security interest in or otherwise create any Lien (other than a lien specifically approved in writing by Xxxxx Brothers) on any of their assets; (g) not make any commitments or agreements for capital expenditures in excess of $25,000 individually, or $50,000 in the aggregate; (h) not sell, license to another Person or transfer any Intellectual Property; (i) not pay, discharge, settle or satisfy any claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $25,000, or waive any benefits of or agree to modify any confidentiality, standstill, non-solicitation or similar agreement to which any of them is a party; (j) not incur, assume or guarantee (including by way of any agreement to “keep well” or of any similar arrangement), or cancel or waive any claims under, any Indebtedness, or amend or modify the terms relating to any such Indebtedness, in each case except in the Ordinary Course; (k) not create, issue or sell, or grant any option or other right to subscribe for, purchase or redeem, any of their securities; (l) not change any financial accounting principle, method or practice (including any principles, methods or practices relating to the estimation of reserves or other Liabilities), other than changes required by GAAP or Requirements of Law or required to be implemented during such period; (m) not enter into any binding agreement or arrangement with past the IRS (or any similar Tax authority) which relates to any period or periods after the Effective Time, nor change any Tax accounting method or practice; (viiin) maintain books, accounts and records use commercially reasonable efforts to comply in the usual, regular, true and ordinary mannerall material respects with all applicable material Requirements of Law affecting or relating to them; (ixo) not incur enter into any obligation transaction related to or liability (fixed or contingent), except in involving the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheld; (xiv) not make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice. (xv) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear exceptedParent Common Stock; and (xvip) continue all policies not enter into any agreement (conditional or otherwise) to do any of insurance in full force and effect up to and including the Closing Dateforegoing prohibited acts.

Conduct of Business Until Closing. FiberChem agrees that until (a) Except as set forth on Schedule 6.1(a) or otherwise provided in this Agreement, from and after the Closing Datedate of this Agreement through the Closing, unless it has received the prior written consent of Intrex, it Seller will: : (i) operate its business only conduct the operations of the Business in the usualOrdinary Course of Business, regular and ordinary course consistent with reasonable business practice; (ii) use all commercially reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; to: (iiiA) use its best efforts to preserve its present relationship relationships and goodwill with customers, suppliers, customers distributors, creditors and others having business dealings with it; employees, (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viiiB) maintain its books, accounts and records records, and (C) in all material respects comply with any applicable Laws. Nothing contained in this Agreement will give Buyer, directly or indirectly, rights to control or direct the usualoperations of the Business prior to the Closing. Subject to the terms and conditions of this Agreement, regularthrough the Closing, true the Seller will exercise complete control and ordinary manner;supervision of the Business. (ixb) not incur any obligation or liability (fixed or contingent)Notwithstanding the foregoing, except as Buyer may otherwise consent to in the ordinary course of business consistent with past practice; writing (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably conditioned, delayed or withheld) on and after the date hereof and prior to the Closing Date with respect to the Business, the Seller agrees (in respect of the Business) not to take any of the following actions on or prior to the Closing: (i) amend its certificate of incorporation or bylaws (or equivalent governing documents) in any manner which would reasonably be expected to adversely affect the transactions contemplated hereby; (ii) sell, lease, license, transfer, encumber or otherwise dispose of any of the Assets or any interests therein to the Business, other than Permitted Liens or Assets used, consumed, replaced or sold in the Ordinary Course of Business; (iii) make any loans, capital contributions or advances to, or guarantees for the benefit of, any Person, or otherwise incur, assume or guarantee any Indebtedness; (iv) sell, transfer, assign, lease, sublease, license or otherwise encumber or dispose of any Business Intellectual Property other than in the Ordinary Course of Business and Seller agrees to take all reasonable steps to maintain Seller’s rights in and to the Business Intellectual Property; (v) change in any material respect the accounting principles or practices used by it in the preparation of the Financial Statements or revalue or reclassify in any material respect any of the Assets or the Assumed Liabilities, except as required by GAAP; (vi) change in any material respect its pricing policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on Contracts, except as required by GAAP; (vii) fail to pay any creditor any amount owed to such creditor in the Ordinary Course of Business in accordance with the Seller’s business practices, unless such amount is being contested or disputed in good faith by the Seller; (viii) except for the purchase of supplies in the Ordinary Course of Business, make any capital expenditures or commitments for capital expenditures, either involving more than $50,000.00; (ix) enter into, terminate, renew, amend, assign, convey, encumber, waive or otherwise transfer in whole or part any right under any Material Contract, or cancel, modify or waive debts or claims held by it or waive any rights having a value of more than $50,000 in the aggregate, except in the Ordinary Course of Business; (x) enter into any lease of real estate, whether as lessor or lessee; (xi) take or fail to take any action that will cause a termination of or material breach or default under any Material Contract; (xii) waive, release, assign, settle, compromise or take any material action for any pending or threatened Action in any way which would have any adverse impact upon, or create any Liability, for Buyer or, after the Closing, the Business, other than the prosecution, defense and settlement (for monetary damages only) of an Action not material to the Business, in the Ordinary Course of Business consistent with past practice or with respect to the Retained Litigation; (xiii) except as set forth on Schedule 6.1(b), as may be required by applicable Law, in accordance with the terms of an existing Contract or any Plan, with respect to the payments to be made on or after the Closing as set forth on Schedule 6.1(b) or with respect to any individual who is not, or has indicated to the Seller, which has been communicated to Buyer, that such individual will not be, a Hired Employee, (A) grant any severance, retention or termination pay to, or amend any existing severance, retention or termination arrangement with, any current or former Business Employee, (B) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements with or effecting a Business Employee, (C) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any Business Employee, other than execution of the Seller’s standard employment terms and conditions by new Business Employees in the Ordinary Course of Business, (D) establish, adopt or amend any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former Business Employee, or any beneficiaries thereof, except as required by applicable Law or as set forth on Schedule 6.1(b)(xiii)(D), (E) undertake any office closing or Business Employee layoffs, (F) increase the compensation, bonus or other benefits payable or to become payable to any Business Employee except in the Ordinary Course of Business; or (G) hire a new Business Employee or otherwise terminate a Business Employee, other than for cause; (xiv) except as provided for in this Agreement, enter into any Contract containing covenants binding on the Business or with respect to the Business or Seller not make to (A) compete in any loans or extensions of credit, except to trade purchasers in the ordinary course line of business consistent with past practice.any Person or in any geographic area or (B) hire any individual or group of individuals; or (xv) maintain its propertiesagree, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue all policies resolve or commit to do any of insurance in full force and effect up the foregoing or any other action that would cause any of the conditions to and including the Closing Dateconsummation of the transactions contemplated by this Agreement to not be satisfied.

Conduct of Business Until Closing. FiberChem agrees Except as set forth in the --------------------------------- Disclosure Letter, Sellers agree that until the Closing Date, unless it has received the prior written consent of Intrex, it Date they will: (ia) operate its Operate the business of the Companies only in the usual, regular and ordinary course course, consistent with reasonable business practice; (iib) use all reasonable efforts as to events within FiberChem's control to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its Use their best efforts to preserve its the Companies' present relationship with their respective suppliers, customers and others having with which they have business dealings with itdealings; (ivc) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase Not permit the compensation of any Employee or make any representation or commitment Companies to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required Material Contract to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheldthey are party; (xivd) not Not permit the Companies to incur any indebtedness for money borrowed; (e) Not permit the Companies to make any loans or extensions of credit, except to trade purchasers in the ordinary course of business consistent with past practice.; (xvf) maintain its properties, machinery and equipment in their present condition and repair, normal wear and tear excepted; and (xvi) continue Continue all policies of insurance in full force and effect up to and including the Closing Date; (g) Not permit the Companies to declare or pay any dividend or other distribution on their capital stock, or effect any redemption, purchase or other acquisition of such capital stock, other than as contemplated by the Signing Date Asset Schedule; or (h) Not permit the Companies to issue or sell, or enter into any contract for the issuance or sale, of any shares of capital stock, or securities convertible or exchangeable for shares of capital stock. (i) No change will be made in the Companies Articles of Incorporation or By-laws, except as may be first approved in writing by Buyer. (j) No change will be made affecting personnel, compensation payments, or banking or safe deposit arrangements without the Buyer's written approval. (k) No contract of commitment will be entered into by or on behalf of the Companies extending beyond December 31, 1996, except normal commitments for the purchase of materials and supplies which in any single case will not involve payment by the Companies of more than $5,000.00. (l) Except as otherwise requested by the Buyer, the Sellers will cause the Companies to preserve the Companies' business organizations intact, to keep available to the Companies the services of its present officers and employees, and to preserve for the Companies the goodwill of its suppliers, customers, and other having business relations with the Companies.

Conduct of Business Until Closing. FiberChem agrees that until Except as set forth on Schedule 6.1, unless the Buyers otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the Sellers shall, and shall cause their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries) to, in respect of agreements in respect of the Business with reactors and Mo-99 suppliers, (i) not terminate such agreements prior to the expiry of their term and (ii) use commercially reasonable efforts to renew such agreements if they are scheduled to expire or otherwise lapse prior to the Closing Date, unless it has received the prior written consent of Intrex, it will: (i) operate its business only in the usualaggregate to ensure sufficient redundancy in its supply chain. Within 30 days following the end of each Fiscal Month, regular the Sellers shall provide Buyers with monthly financial information (including balance sheets and ordinary course income statements) of the Business in a form consistent with reasonable business practice; (ii) use all reasonable efforts those previously provided to Buyers and, after request from Buyers, provide updates on material projects and agreements as reasonably requested by Buyers. Except as set forth on Schedule 6.1 or as otherwise provided in this Agreement, or as the Buyers may otherwise consent to events within FiberChem's control or approve in writing on and after the date hereof and prior to prevent the occurrence of any change or event which would prevent any of its representations and warranties of FiberChem contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; (iii) use its best efforts to preserve its present relationship with suppliers, customers and others having business dealings with it; (iv) pay and discharge all costs and expenses of carrying on its business consistent with past business practices; (v) not increase the compensation of any Employee or make any representation or commitment to do so except as contemplated by the Employment and Non-Competition Agreements; (vi) not create or suffer any Liens upon any of its assets (other than Liens set forth in the Schedules); (vii) not acquire or dispose of any assets or enter into any transaction, except in the ordinary course of business consistent with past practice; (viii) maintain books, accounts and records in the usual, regular, true and ordinary manner; (ix) not incur any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice; (x) not make any dividend or bonus disbursements without Intrex's prior approval (other than dividends to pay any taxes on corporate earnings and bonuses payable pursuant to existing plans or arrangements); (xi) not cancel or compromise any material debt or claim, other than in the ordinary course of business consistent with past practice; (xii) not waive or release any rights of material value with respect to its assets, except in the ordinary course of business consistent with past practice; (xiii) not modify or change in any material respect or terminate any existing license, lease, contract or other document required to be listed on the Schedules to this Agreement other than in the ordinary course of business consistent with past practice, except that FiberChem shall be permitted to modify or change existing licenses, leases, Contracts and other documents to obtain the consents referred in any Schedule hereto if Intrex consents to such modification or change, which consent shall not be unreasonably withheldwithheld or delayed, the Sellers agree and agree to cause their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries), in each case, in respect of the Business: (a) other than any Excluded Assets, not to sell, transfer, assign, convey or otherwise dispose of (i) any of the Shares, (ii) any securities or ownership interests of any Indirect Subsidiary, or (iii) any of the assets, properties or rights of the Transferred Subsidiaries or the Indirect Subsidiaries, other than, in the case of this clause (iii), (A) sales of inventory of products of the Business in the Ordinary Course or transfers to the Transferred Subsidiaries or another Indirect Subsidiary that will not affect the indirect transfer of any of the Business Assets (or the transfer of the Shares) to the Buyers at the Closing or (B) dividends or distributions of Cash made by any Transferred Subsidiary or any Indirect Subsidiary to Mallinckrodt UK or its Affiliates that are fully paid prior to the Closing; (xivb) not make any loans or extensions of credit, except (i) to trade purchasers conduct the Business in all material respects in the ordinary course Ordinary Course in accordance with Past Practice, (ii) to use commercially reasonable efforts to preserve the Business and existing business relationships with employees, customers and suppliers and other key business relations of business consistent with past practice. the Business, and (xviii) to maintain its propertiesthe Owned Real Property, machinery Leased Real Property and equipment all fixed assets included in their present the Business Assets in substantially the condition and repaircurrently existing, normal wear and tear excepted; (c) not to hire or terminate (other than for cause) any Senior Business Employee, or amend any compensation terms of any Senior Business Employee; (d) not to increase the compensation payable or to become payable to, any Employee, except increases in compensation or benefits as may be required by the existing terms of the Benefit Plans set forth on Disclosure Schedule 3.21(a), as mandated by Law or increases in salary consistent with Past Practices in the Ordinary Course; (e) not to incur, create or assume any Encumbrance with respect to any material asset or portion of assets included in the Business Assets, other than any Permitted Encumbrances; (f) not to (i) enter into, terminate or amend any Material Contract or any Contract that would be a Material Contract if so entered into or amended prior to the date hereof, except to the extent any such amendment is non-substantive, nor (ii) take any action or omit to take any action that, in and of itself, might reasonably cause the Sellers or their Affiliates to be in material breach of any Material Contract; (g) not to adopt, enter into, terminate or amend any Benefit Plans or adopt or enter into any plan, policy, agreement or arrangement for the current or future benefit of any Employee that would be a Benefit Plan if it were in existence as of the date hereof except for amendments to the extent required to maintain compliance with the U.S. Internal Revenue Code or other applicable Laws, or take any action to accelerate the vesting, funding, or payment of compensation or benefits under any Benefit Plan (or any award thereunder); (h) not to sell, exclusively license or transfer any Business Intellectual Property owned by the Sellers or any of their Affiliates, not to grant non-exclusive licenses of Business Intellectual Property owned by the Sellers or any of their Affiliates other than in the Ordinary Course consistent with Past Practice, and to use commercially reasonable efforts to maintain and prosecute material registered Business Intellectual Property owned by the Sellers or any of their Affiliates and applications to register Business Intellectual Property owned by the Sellers or any of their Affiliates; (i) not to make any change to the charter documents, bylaws or equivalent governing instruments of any Transferred Subsidiary or any Indirect Subsidiary; (j) not to create or issue or grant any option or other right to subscribe, purchase or redeem any of the Shares or any other securities of any Transferred Subsidiary or any Indirect Subsidiary; (k) not to enter into any material transaction, including with the Sellers or any of their other Affiliates, in respect of the Business or the Business Assets other than in the Ordinary Course; (l) not make or change any election with respect to Taxes, adopt or change an annual accounting period or method for Tax purposes, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, fail to pay any Taxes as they become due and payable, in each case, that would increase a liability of any of the Transferred Subsidiaries or Indirect Subsidiaries for Taxes in any Post-Closing Period; (m) not to compromise or settle any Proceeding or threatened Proceeding in any manner that would result in any material liability to the Transferred Subsidiaries and Indirect Subsidiaries, taken as a whole, or that would result in any restriction on the operation of the Business; (n) to comply in all material respects with all applicable Laws affecting or relating to the Business and not to implement any employee layoffs implicating the WARN Act; (o) except in accordance with the Sellers or their Affiliates’ budgeted capital expenditures for such year, not commit to make any material changes in planned capital expenditures; (p) not to enter into any understandings or agreements (conditional or otherwise), or agree or commit, to do any of the foregoing (other than clauses (b) and (n)); (q) not to enter into, terminate or amend in any material respect any applicable collective labor agreement in relation to Mallinckrodt Medical B.V. other than in the Ordinary Course or as required by applicable Law; and (xvir) continue all policies to use commercially reasonable efforts to minimize the amount of insurance in full force Closing Cash. 1. The Parties shall, as soon as reasonably practicable and effect having regard to applicable antitrust Law, and by no later than ten (10) Business Days following the date hereof, form a separation committee to assist and oversee the separation of the Business from the other businesses of the Sellers and their Affiliates. The separation committee shall consist of up to six people in total, comprised of three representatives of the Sellers and three representatives of the Buyers. The Parties shall notify each other party of the identity of their representatives, each of which shall be of suitable experience, seniority and authority. The separation committee shall meet as necessary to discuss and coordinate the development, progress and implementation of the separation including discussing, at the Closing Datefirst meeting of the separation committee, a format of monthly financial reporting in respect of the Business. The separation committee shall put in place all such processes as may be required to ensure that no information is exchanged or steps taken in breach of applicable antitrust Laws.