Common use of Interim Operations Clause in Contracts

Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, except as otherwise expressly required by this Agreement, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection of Section 7.1(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:

Interim Operations. (a) The Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of the Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to, from (a) conduct its operations in all material respects according to their ordinary and after usual course of business in substantially the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except same manner as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect conducted prior to the date of this the Merger Agreement), conduct ; (b) use reasonable best efforts to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the Ordinary Course ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) confer at such times as Parent may reasonably request with one or more representatives of Business and, Parent to report material operational matters and the general status of ongoing operations (in each case to the extent consistent therewith, shall use Parent reasonably requires such information) and cause each consult with Parent regarding material operational decisions; (d) promptly notify Parent of any emergency or other change in the normal course of its Subsidiaries businesses or in the operation of its properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority; (e) not authorize or pay any dividends on or make any distribution with respect to use its outstanding shares of stock; (f) not, except as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their respective commercially reasonable efforts directors or executive officers; (g) not, subject to maintain its and its Subsidiaries’ relations and goodwill the provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with Governmental Entitiesrespect to, customersany merger, suppliersconsolidation or business combination other than the Merger, licensorsany acquisition of a material amount of assets or securities, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period disposition of full a material amount of assets or partial suspension of operations in response to COVID-19 securities or any COVID-19 Measuresrelease or relinquishment of any material contract rights, in each case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) not issue any shares of capital stock, except upon exercise of options previously issued pursuant to existing employee plans, programs or arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock; (k) not purchase, redeem, or offer to purchase or redeem any shares of its stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in excess of $50,000, (iii) enter into any lease for real property in excess of $50,000 or any lease for personal property in excess of $20,000, or (iv) enter into any agreement or contract outside of the ordinary course of business of the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s 's subsidiaries that involves performance of services or its Subsidiaries’ employees and other individuals having business dealings with delivery of goods or materials by or to the Company or any of the Company's subsidiaries of an amount or value in excess of $50,000; (n) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its Subsidiaries capital stock; (p) not enter into any agreement, understanding or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation arrangement with Parent respect to the extent reasonably practicable. Without limiting the generality sale or voting of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, its capital stock; (q) not create any new subsidiaries; (r) except as otherwise expressly required by this Agreement, as required by a Governmental Entity the Merger Agreement, not take any action which could reasonably be expected to adversely affect or applicable Lawdelay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, as approved in writing by Parent (such approval not to be unreasonably conditionedtransfer, withheld lease, pledge, mortgage, encumber or delayed) otherwise dispose of any material property or set forth assets other than in the corresponding subsection ordinary course of Section 7.1(abusiness; (t) of the Company Disclosure Schedulenot enter into any financial derivative contracts; (u) not change in any material respect its accounting policies, the Company shall not and shall cause its Subsidiaries not to:methods or procedures except as required by GAAP; (v) except as may 23

Interim Operations. (a) The From the date of this Agreement until the Closing Date, except as set forth in Section 4.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Purchaser has consented thereto, the Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX : (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), a) conduct its business and operations only in the Ordinary Course ordinary course of Business and, to the extent business consistent therewith, shall with past practices; (b) use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries’ relations and goodwill , maintain their existing relationships with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees suppliers and other individuals Persons having business dealings with them and keep available the services of its officers and employees; (c) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or (y) to respond to third-party supply any other equity or service disruptions caused by COVID-19 voting security or equity or voting interest of the Company or any COVID-19 Measuresof its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in each lieu of, or in substitution for, shares of its capital stock, (ii) in the case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance Company or any Subsidiary of the foregoing sentenceCompany that is not wholly-owned by the Company, from the date declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of this Agreement until the earlier capital stock or other equity or debt securities or equity interests of the Effective Time and Company or any of its Subsidiaries (other than to fulfill its obligations under the termination of this Agreement pursuant to Article IX, Option Plans as currently in effect); (g) except as otherwise expressly required by provided in this Agreement, as required by a Governmental Entity not amend or applicable Law, as approved in writing by Parent (otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such approval not terms more favorable to be unreasonably conditioned, withheld the holders thereof or delayed) Persons eligible for participation therein; or set forth in the corresponding subsection of Section 7.1(a) of the reserve any additional Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:Shares for issuance under any such Plan; 15

Interim Operations. (a) The Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities and other than with respect to any entities, assets or liabilities to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or pursuant to the Plan of Reorganization) that, except (i) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, and any action reasonably necessary to effectuate the Reorganized TCEH Spin-Off, the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as is required by any applicable Law or any Governmental Entity; provided that, to the extent legally permissible, the Company or EFIH shall provide prompt written notice to Parent of any such requirement; (iv) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (v) as required by the Bankruptcy Court in the Chapter 11 Cases without any of the Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), in each case after the date hereof and prior to the earlier of the Termination Date (as defined below) and the Effective Time, each of the Company and EFIH shall, and shall cause each of its their respective Subsidiaries to(other than the Oncor Entities and other than with respect to any entities, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not assets or liabilities to be unreasonably withheld, conditioned contributed to Reorganized TCEH in the Reorganized TCEH Contributions or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date Plan of this Agreement)Reorganization) to, conduct its business and the Chapter 11 Cases in accordance with the Ordinary Course Bankruptcy Code and the orders of Business and, to the extent consistent therewith, shall Bankruptcy Court and use and cause each of its Subsidiaries to use their respective commercially reasonable best efforts to preserve its business organizations intact, and maintain its and its Subsidiaries’ existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents employees and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, . Notwithstanding the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentenceforegoing, from the date of this Agreement until the earlier of the Effective Time Termination Date and the termination Effective Time, except (A) as otherwise specifically permitted or required by the provisions of this Agreement pursuant and the Plan of Reorganization, and any action reasonably necessary to Article IXeffectuate the Reorganized TCEH Spin-Off, except the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (B) as otherwise expressly required by this Agreement, as required by a Governmental Entity or applicable Law, as approved Parent may approve in writing by Parent (such approval approval, not to be unreasonably withheld, delayed or conditioned), withheld (C) as is required by any applicable Law or delayedany Governmental Entity, (D) or as set forth in the corresponding subsection of Section 7.1(a6.1(a) of the Company Disclosure Schedule, Letter or (E) as required by the Bankruptcy Court in the Chapter 11 Cases without any of the Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company shall and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), each of the Company and EFIH will not and shall cause will not permit any of its respective Subsidiaries not (other than the Oncor Entities and other than with respect to any asset, liability or entity to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or pursuant to the Plan of Reorganization) to:

Interim Operations. Pursuant to the Merger Agreement, Musicland has agreed (a) The Company shallexcept to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), and shall cause each of its Subsidiaries to, during the period from and after the date of this the Merger Agreement to the earlier of the termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, subject to good faith disputes regarding such debts or taxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its or its subsidiaries' business or which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (iii) take, or agree in writing or otherwise to take, any of the actions described in (i) or (ii) above, or any other action that would make any of its representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants contained in the Merger Agreement in any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the Effective Time and the termination of this the Merger Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheldor the Effective Time, conditioned or delayed), and except as otherwise expressly required contemplated by this Agreement the Merger Agreement, Musicland shall not do, cause or as required by a Governmental Entity permit any of the following, or applicable Law and any Material Contract in effect prior to the date of this Agreement)allow, conduct its business in the Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or permit any of its Subsidiaries maysubsidiaries to do, in response to COVID-19 cause or permit any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with following, without the Company or any prior written consent of its Subsidiaries or Best Buy (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, except as otherwise expressly required by this Agreement, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval which consent shall not to be unreasonably conditioned, withheld delayed or delayed) or set forth in the corresponding subsection of Section 7.1(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:withheld):

Interim Operations. With respect to operations of the Assets during the period between the execution of this Agreement and the Closing Date (the “Interim Period”), Seller covenants that it shall (i) to the extent within the control of Seller, cause the Assets to be maintained and operated in the ordinary course, consistent with past practices; (ii) provide notice of any AFE copies received by Seller for any operations involving Seller commitments of less than $100,000, net to Seller’s interest; (iii) obtain Buyer’s prior written approval prior to consenting to (A) any workover designed to change the existing completion interval with respect to any Well, and (B) any future expenditures and proposed contracts and agreements relating to the Assets that involve individual commitments of $100,000 or more, net to Seller’s interest; (iv) obtain Buyer’s prior written approval prior to, by action or inaction, going non-consent on any proposal made pursuant to any joint operating or similar agreement affecting the Assets; and (v) obtain Buyer’s written approval before voting under any operating, unit, joint venture, or similar agreement; provided, however, that Buyer will not unreasonably withhold or delay a determination on any such approval under (iii), (iv) or (v) above. Furthermore, during the Interim Period, Seller will not, without the prior written consent of Buyer, (a) The Company shallenter into any agreement or arrangement transferring, and shall cause each of its Subsidiaries toselling, from and after the date of this Agreement until the earlier or encumbering any of the Effective Time Assets, other than sales of current production or products in the ordinary course of business and dispositions in the termination ordinary course of this Agreement pursuant business of any item of personal property or equipment having a value of less than $50,000 and that is promptly replaced with similar property or equipment of equal or greater value and utility; (b) grant any Preferential Right or other similar right to Article IX purchase any Assets; or (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheldc) enter into, conditioned terminate or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and amend any Material Contract in effect prior relating to the date Assets, including entering into any new production sales contract extending beyond the Closing Date and not terminable on sixty (60) days’ notice or less; or (d) commit to do any of this Agreement)the foregoing. Notwithstanding the forgoing, conduct its business in the Ordinary Course face of Business andserious risk to life, to property, or the extent consistent therewithenvironment, Seller may take, or consent to, such action as a prudent operator, or non-operator, as the case may be, would take without obtaining Buyer’s prior consent. Seller shall use notify Buyer of any emergency action taken, and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable, obtain Buyer’s prior approval of such actions. Without limiting However, except for emergency action that must be taken in the generality face of and serious risk to life, property, or the environment, Seller has no obligation to undertake any actions with respect to the Assets that are not required in furtherance the course of the foregoing sentence, from the date of this Agreement until the earlier normal operation of the Effective Time and Assets. To the termination extent that Seller is not the operator of this Agreement any portion of the Assets, the obligations of Seller in Section 12.1 concerning operations or activities that normally, or pursuant to Article IXexisting contracts are carried out or performed by the operator, except as otherwise expressly required by this Agreement, as required by a Governmental Entity shall be construed to require only that Seller use all reasonable efforts (without being obligated to incur any expense or applicable Law, as approved in writing by Parent (institute any cause of action) to cause the operator of such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection of Section 7.1(a) portion of the Company Disclosure Schedule, Assets to take such actions or render such performance within the Company shall not and shall cause its Subsidiaries not to:constraints of the applicable operating or other agreements.

Interim Operations. (a) The During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Disclosure Statement, unless Watsxx xxx consented in writing thereto (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of its Subsidiaries to,: (i) conduct their respective operations according to their usual, from regular and after ordinary course in substantially the date same manner as heretofore conducted; (ii) to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of this Agreement until their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend their respective Certificates of Incorporation or By-Laws or comparable governing instruments; (iv) promptly notify Watsxx xx any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to same may be unreasonably withheld, conditioned or delayedcontemplated), or the material breach of any representation or warranty contained herein; (v) promptly deliver to Watsxx xxxe and except as otherwise expressly required by this Agreement correct copies of any report, statement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior schedule filed with the SEC subsequent to the date of this Agreement); (vi) not (A) except pursuant to the exercise of options, conduct warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its business in capital stock, effect any stock split or otherwise change its capitalization as it existed on the Ordinary Course date hereof; (B) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of Business andits capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent therewithwith past practices; (E) hire any new employee who shall have, shall use and cause each or terminate the employment of any employee who has, an annual salary in excess of $80,000; or (F) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (vii) not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Subsidiaries capital stock or other ownership interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (viii) not enter into any agreement or transaction, or agree to use their respective commercially reasonable efforts to maintain its enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (ix) not enter into any additional research and its Subsidiaries’ relations development contracts which call for the payment or receipt of funds in excess of $10,000 individually or $50,000 in the aggregate, other than the contracts contemplated by the Company's research and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, development plan which has been disclosed by the Company to Watsxx xxxor to the date hereof; (x) not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than in the A-27 28 ordinary course of its business, but in no event in an amount exceeding $2,500,000 in the aggregate (other than normal expenditures for the purchase of raw materials or other supplies); (xi) not make any loans, advances or capital contributions to, or investments in, any other Person; (xii) Except as described in the Disclosure Statement, not make or commit to made any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate; (xiii) not apply any of its Subsidiaries mayassets to the direct or indirect payment, in response discharge, satisfaction or reduction of any amount payable directly or indirectly to COVID-19 or for the benefit of any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety affiliate or Related Party of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or enter into any transaction with any affiliate or Related Party of the Company or its Subsidiaries (yexcept for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company or its Subsidiaries); (xiv) not voluntarily elect to respond to third-party supply alter the manner of keeping its books, accounts or service disruptions caused by COVID-19 records, or change in any manner the accounting practices therein reflected, except for changes in accounting laws which effect all pharmaceutical companies generally; (xv) not grant or make any mortgage or pledge or subject itself or any COVID-19 Measuresof its material properties or assets to any lien, in each case charge or encumbrance of clause (xany kind, except Liens for taxes not currently due and liens granted to incur the indebtedness contemplated by Section 5.2(a)(x) hereof; and (y), subject to reasonable prior consultation with Parent to xvi) maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect. (b) During the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentence, period from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXor the Effective Time, except as otherwise expressly required by this Agreement, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection of Section 7.1(a) of Disclosure Statement, unless the Company Disclosure Schedule, the Company has consented in writing thereto (which consent shall not be unreasonably withheld), Watsxx xxxll, and shall cause each of its Subsidiaries to,: (i) conduct their respective operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted (except for entering into transactions described in 5.2(b)(v) below); (ii) promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (iii) promptly notify the Company of any material emergency or other Watsxx Xxxerial Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein; (iv) not to:amend their respective Certificates of Incorporation or By-laws or comparable governing instruments; (v) promptly notify the Company of its entering into any agreement with respect to any material transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization or recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (vi) not take any action that would result in a failure to maintain the trading of Watsxx Xxxmon Stock on the Nasdaq National Market; (vii) with respect to Watsxx xxxy (and not its Subsidiaries), not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; and A-28 29 (viii) not voluntarily elect to alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, except for (A) changes that would not have a Watsxx Material Adverse Effect; or (B) changes in accounting laws which effect all pharmaceutical companies generally. 5.3

Interim Operations. Between the Date of Execution and the Closing Date, Seller shall retain full authority and control of the operation of the Business and the Facility. Except as Purchaser in its sole discretion otherwise approves, in advance, in writing, or as otherwise expressly required hereunder, Seller shall: (ai) The Company shalloperate the Business and the Facility in a manner consistent with all Applicable Laws and past practices (both operational and financial); (ii) maintain the Assets in good order and condition (normal wear and tear excepted) to the extent required to operate the Business and the Facility consistent with past practices and in full compliance with Applicable Laws; (iii) comply with all Applicable Laws with respect to the Assets and the operation thereof, including, without limitation, all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Business and the Facility and all Third Party Payor Programs; (iv) timely pay all payments due on or before the Closing Date under, and otherwise maintain and comply with, all Contracts and all Residency Agreements, each without change except as expressly provided herein; (v) except as may be required by Applicable Law, not make any changes or modifications to any Contracts or Residency Agreements or incur any further obligations or surrender any rights thereunder, except that Seller may enter into new residency agreements with new Residents and may renew existing Residency Agreements on substantially the same terms and conditions as other Residency Agreements in effect prior to the Date of Execution for the same Facility and otherwise consistent with the specimen residency agreement attached hereto on Schedule 2.7(b), provided in no event shall cause each such new residency agreements provide for any “move in” specials or free rent, fix rental amounts for more than twelve (12) months, provide for a single payment for lifetime services, or be at rates that are lower than the rates reflected in Schedule 4.1(a)(v); (vi) not enter into any contracts, agreements or leases (or any amendment of its Subsidiaries toany of them) which would have had to be disclosed on any schedule hereto had such contracts, from and after agreements or leases been entered into prior to the date Date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX Execution, unless such contract, agreement or lease (unless Parent shall otherwise approve or amendment thereof) has been approved in advance in writing (by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed), ; (vii) keep in full force and except effect (and renew as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law applicable) present insurance policies and any Material Contract in effect prior to Licenses through the date of this Agreement), conduct its business in the Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, except as otherwise expressly required by this Agreement, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection of Section 7.1(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to:Closing Date;

Interim Operations. (a) The Company Prior to the Effective Time, except as may be set forth in the Acquisition Corp. Disclosure Letter or as described in any other provision of this Agreement, unless Artra has consented in writing thereto, WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries toto conduct their respective operations according to their usual, from regular and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX ordinary course; (unless Parent ii) shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)use its reasonable efforts, and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law shall cause the Acquisition Corp. and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use its reasonable efforts, to preserve intact their assets and business organizations and goodwill, keep available the services of their respective commercially reasonable efforts to officers and employees and maintain its and satisfactory relationships with those persons having business relationships with them; (iii) shall not amend the Articles of Incorporation or Bylaws or comparable governing instruments of the Acquisition Corp. or any of its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during (iv) shall promptly notify Artra of any period material breach of full any representation or partial suspension of operations in response to COVID-19 warranty contained herein or any COVID-19 MeasuresWWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of all monthly financial statements of WWWX, the Company Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right to protect acquire any shares of its capital stock or grant, confer or award any bonuses or other forms of cash incentives to any officer, director or key employee except consistent with past practice or (z) increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in any material respect, adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the health and safety Acquisition Corp. or any of its Subsidiaries, to (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Company’s Acquisition Corp.'s capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries’ employees and other individuals having business dealings with , or make any commitment for any such action; (viii) shall not permit the Company Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (yincluding capital stock of Subsidiaries) except in the ordinary course of business, or to respond to third-party supply acquire any business or service disruptions caused by COVID-19 assets; (ix) shall not, and shall not permit the Acquisition Corp. or any COVID-19 Measuresof its Subsidiaries to incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to the Loan Agreement, or issue or sell any debt securities, other than borrowings under existing lines of credit in each case the ordinary course of clause business; (x) and shall not permit the Acquisition Corp. or any of its Subsidiaries to, authorize or make capital expenditures except as described in the Loan Agreement; (y), xi) shall not permit the Acquisition Corp. or any of its Subsidiaries to mortgage or otherwise encumber or subject to reasonable prior consultation with Parent any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the extent reasonably practicable. Without limiting the generality Acquisition Corp. or any of and in furtherance of the foregoing sentenceits Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant make any change to Article IXits accounting (including tax accounting) methods, principles or practices, except as otherwise expressly may be required by this Agreementgenerally accepted accounting principles and except, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection case of Section 7.1(a) tax accounting methods, principles or practices, in the ordinary course of business of the Company Disclosure Schedule, the Company Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not and shall cause permit the Acquisition Corp. or any of its Subsidiaries not to:to enter into any joint venture, production or marketing arrangements without consulting with Artra prior thereto.

Interim Operations. (a) The Company Prior to the Effective Time, except as may be set forth in the Acquisition Corp. Disclosure Letter or as described in any other provision of this Agreement, unless Artra has consented in writing thereto, WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries toto conduct their respective operations according to their usual, from regular and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX ordinary course; (unless Parent ii) shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)use its reasonable efforts, and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law shall cause the Acquisition Corp. and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use its reasonable efforts, to preserve intact their assets and business organizations and goodwill, keep available the services of their respective commercially reasonable efforts to officers and employees and maintain its and satisfactory relationships with those persons having business relationships with them; (iii) shall not amend the Articles of Incorporation or Bylaws or comparable governing instruments of the Acquisi tion Corp. or any of its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during (iv) shall promptly notify Artra of any period material breach of full any representation or partial suspension of operations in response to COVID-19 warranty contained herein or any COVID-19 MeasuresWWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of all monthly financial statements of WWWX, the Company Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right to protect acquire any shares of its capital stock or grant, confer or award any bonuses or other forms of cash incentives to any officer, director or key employee except consistent with past practice or (z) increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in any material respect, adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the health and safety Acquisition Corp. or any of its Subsidiaries, to (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the Company’s Acquisition Corp.'s capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its Subsidiaries’ employees and other individuals having business dealings with capital stock or capital stock of any of its Subsidiar ies, or make any commitment for any such action; (viii) shall not permit the Company Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (yincluding capital stock of Subsidiaries) except in the ordinary course of business, or to respond to third-party supply acquire any business or service disruptions caused by COVID-19 assets; (ix) shall not, and shall not permit the Acquisition Corp. or any COVID-19 Measuresof its Subsidiaries to incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to the Loan Agreement, or issue or sell any debt securities, other than borrowings under existing lines of credit in each case the ordinary course of clause business; (x) and shall not permit the Acquisition Corp. or any of its Subsidiaries to, authorize or make capital expenditures except as described in the Loan Agreement; (y), xi) shall not permit the Acquisition Corp. or any of its Subsidiaries to mortgage or otherwise encumber or subject to reasonable prior consultation with Parent any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the extent reasonably practicable. Without limiting the generality Acquisition Corp. or any of and in furtherance of the foregoing sentenceits Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant make any change to Article IXits accounting (including tax accounting) methods, principles or practices, except as otherwise expressly may be required by this Agreementgenerally accepted accounting principles and except, as required by a Governmental Entity or applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or set forth in the corresponding subsection case of Section 7.1(a) tax accounting methods, principles or practices, in the ordinary course of business of the Company Disclosure Schedule, the Company Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not and shall cause permit the Acquisition Corp. or any of its Subsidiaries not to:to enter into any joint venture, production or marketing arrangements without consulting with Artra prior thereto.