Common use of Covenants of Seller Prior to Closing Clause in Contracts

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION (a) afford Buyer and its Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to): (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to Seller's business in the Ordinary Course of Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION (a) afford Buyer and its Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with During the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Between period from the date of this Agreement and continuing until the Closingearlier of the termination of this Agreement and the Closing Date, except as otherwise consented to or approved by Purchaser in writing, Seller shall (covenants and Shareholder shall cause Seller to):agrees that: (a) conduct Seller shall provide Purchaser and its business only in representatives full access to all Assets, including without limitation the Ordinary Course records relating to the ongoing clinical study of Business; cH36 for Acute Lung Injury (b) except as otherwise directed by Buyer in writing“ALI Study”); shall use commercially reasonable efforts to maintain good relationships with licensors, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents clinical sites and others having business relationships dealings with it; (c) confer with Buyer prior Seller, and shall make appropriate introductions at Seller’s various clinical sites so as to implementing operational decisions of facilitate a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations swift and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) orderly transition of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except ALI Study to Purchaser as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis soon as of practicable following the Closing Date; (kb) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations Seller shall not transfer, assign, dispose of Seller to Buyeror otherwise create any liens, where permissiblepledges, hypothecations, charges or obtaining new Governmental Authorizations for Buyerother security interests on any Assets; (lc) upon request from time Seller shall cause the Assets to timebe maintained, execute preserved and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable operated in the opinion ordinary course of Buyer business in accordance with past practices, maintain insurance now in force with respect to consummate the Contemplated TransactionsAssets and such activities, and pay or cause to be paid all costs and expenses with respect thereto; (d) Seller shall continue to conduct the Program, including without further considerationlimitation the ALI Study, in the ordinary course of business; (e) Seller shall perform its obligations under the Assumed Contracts and shall not enter into any new Contract, or amend any Assumed Contract, related to Tissue Factor Antagonists or the other Assets without prior written consent of Purchaser; and (mf) Seller shall maintain and, in its reasonable judgment, protect all books and Records of Seller relating to Seller's business in the Ordinary Course of BusinessAssigned Patent Rights.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION INVESTIGATION Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (and Shareholders shall cause Seller to) (a) afford Buyer and its Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller shall (and Shareholder Shareholders shall cause Seller to): (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to Seller's business in the Ordinary Course of Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION INVESTIGATION Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing)properties, Contracts, Governmental Authorizations, books and Records and other documents and datadata related to the FONU2 Business, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the FONU2 Business as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information related to the FONU2 Business as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE FONU2 BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to):in connection with the FONU2 Business: (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed agreed to by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature[RESERVED]; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances[RESERVED]; (e) make no material changes in management personnel without prior consultation with Buyer[RESERVED]; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) use its Best Efforts to keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all material Legal Requirements and material contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policies;[RESERVED] (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date;[RESERVED] (k) reasonably cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business FONU2 Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and; (m) maintain all books and Records of Seller relating to Seller's business the FONU2 Business in the Ordinary Course of BusinessBusiness for a period of two years from the Closing Date; and (n) file with the IRS and all applicable states Seller’s income tax returns for its 2010 tax year and pay all income taxes owing for such year.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION Access and Investigation Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (a) afford Buyer and its Representatives (collectively, "Buyer GroupBUYER GROUP") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, each as may be reasonably required in connection with the consummation of the Contemplated Transactions, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data data, each as may be reasonably required in connection with the consummation of the Contemplated Transactions, as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information information, each as may be reasonably required in connection with the consummation of the Contemplated Transactions, as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Operation of the Business of Seller Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to):shall: (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Commercially Reasonable Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the commercially reasonable insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policiescoverage; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to Seller's business in the Ordinary Course of Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATIONAccess and Investigation (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "“Buyer Group"”) full and free access, during regular business hourshours and upon reasonable advance notice to Seller, to Seller's ’s personnel, properties (including subsurface testing)properties, Contracts, customers, Governmental AuthorizationsAuthorizations concerning the Business or the Assets, books and Records and other documents and datadata concerning the Business or the Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information concerning the Business or the Assets as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's ’s investigation of the properties, assets and financial condition related to Sellerthe Business and the Assets. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's ’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Operation of the Business of Seller Between the date of this Agreement and the Closing, Seller shall (and Shareholder Shareholders shall cause Seller to): (a) conduct its business the Business only in the Ordinary Course ordinary course of Businessbusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's ’s behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its the officers, employees and agents of the Business and maintain its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with itit related to the Business; (c) confer with Buyer prior to implementing operational decisions related to the Business of a material nature; (d) otherwise report periodically to Buyer concerning the status of its businessthe Business, including operations and finances; (e) make no material changes in management personnel of the Business without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements of this Agreement and normal conduct the ordinary course of Seller's business; (g) use its Best Efforts to keep in full force and effect, without amendment, all material rights relating to Seller's businessthe Business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's businessthe Business; (i) continue in full force and effect the Seller’s insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policiescoverage; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business Business from and after the Closing Date and either transferring existing such Governmental Authorizations of Seller (if in existence) to Buyer, where permissible, or obtaining new Governmental Authorizations for BuyerBuyer as may be necessary or desirable for Buyer to conduct the Business after the Closing Date in substantially the manner in which the Business is conducted by Seller on the Closing Date; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to Seller's business the Business in the Ordinary Course ordinary course of business. Without the prior written consent of Buyer, Seller will not engage in any practice, take any action or enter into any transaction outside the ordinary course of business or engage in any practice, take any action or enter into any transaction described in Section 3.16; provided, however, that the limitations set forth in this Section 5.2 shall not apply to the conduct of the Retained Business or any other business of Seller other than the Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATIONAccess and Investigation (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "“Buyer Group"”) full and free access, during regular business hours, to Seller's ’s personnel, properties (including subsurface testing)properties, Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's ’s investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's ’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. 5.2 OPERATION OF THE BUSINESS OF SELLER Operation of the Business of Seller Between the date of this Agreement and the Closing, Seller shall (and Shareholder Members shall cause Seller to): (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's ’s behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's ’s business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's ’s business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's ’s business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part Schedule 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) maintain all books and Records of Seller relating to Seller's ’s business in the Ordinary Course of Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION Access and Investigation Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer and subject to any applicable confidentiality obligations, Seller shall (a) afford Buyer and its Representatives and prospective lenders, underwriters, and their Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performedperformed with the prior consent of Seller, which shall not be unreasonably withheld. 5.2 OPERATION OF THE BUSINESS OF SELLER Operation of the Business of Seller Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to):shall: (a) conduct its business only in the Ordinary Course of Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material Material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material Material changes in senior management personnel identified by Buyer in Section 2.7, without prior consultation with Buyer; (f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business; (h) comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (lj) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (mk) maintain all books and Records of Seller relating to Seller's business in the Ordinary Course of Business.

Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "“Buyer Group"”) full and free access, during regular business hours, to Seller's ’s personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's ’s investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's ’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed. Buyer shall restore the Real Property as close to its pre-test condition as is reasonably practicable. 5.2 OPERATION OF THE BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to): (a) a. conduct its business only in the Ordinary Course of Business; (b) b. except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's ’s behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer x. xxxxxx with Buyer prior to implementing operational decisions of a material nature, other than in the Ordinary Course of Business; (d) d. otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) e. make no material changes in management personnel without prior consultation with Buyer; (f) f. maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's ’s business; (g) g. keep in full force and effect, without amendment, all material rights relating to Seller's ’s business; (h) h. comply with all Legal Requirements and contractual obligations applicable to the operations of Seller's ’s business; (i) i. continue in full force and effect the insurance coverage under the policies set forth in Part 3.21 Exhibit 3.19 or substantially equivalent policies; (j) j. except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (k) k. cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) l. upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions, all without further consideration; and (m) m. maintain all books and Records of Seller relating to Seller's ’s business in the Ordinary Course of Business.