Common use of Operation of Business Prior to Closing Clause in Contracts

Operation of Business Prior to Closing. BSI shall continue conducting the Business between the date hereof and the Closing in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve the goodwill of the Business, perform its obligations under Contracts related to the Business in a timely fashion, comply with all applicable Laws and repair, keep and maintain the Assets in good order and condition, normal wear and tear excepted. BSI shall not do any of the following between the date hereof and the Closing, without the prior written consent of Buyer: (a) grant or agree to grant to any Business Employee any increase in compensation (other than increases in the ordinary course of business) or pay or agree to pay to any such person any bonus, severance or termination payment; (b) acquire or agree to acquire any assets that are material to the Business, except supplies and materials acquired in the ordinary course of business consistent with past practice and except as approved in writing by Buyer; (c) sell, lease, license or otherwise dispose of, or agree to sell, lease, license or otherwise dispose of, any Assets that are material to the Business, except for the license of Software, Diagnostics and Documentation in the ordinary course of business consistent with past practices; (d) take, or agree in writing or otherwise to take, any action that would make any of the representations or warranties of BSI contained in this Agreement untrue or incorrect or would result in any of the conditions set forth in this Agreement not being satisfied; (e) incur any Liability that would be an Assumed Liability, except in the ordinary course of business consistent with past practices; (f) enter into, amend or terminate, or propose to enter into, amend or terminate, any Contract related exclusively to the Business, except in the ordinary course of business consistent with past practices; (g) waive any material right, forgive any material debt or release any claim related primarily to the Business, except in the ordinary course of business consistent with past practices; (h) make any material change in the conduct of the Business; or (i) agree, whether in writing or otherwise, to do any of the foregoing.

Operation of Business Prior to Closing. BSI shall continue conducting the Business between the date hereof Seller covenants and the Closing in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent agrees that, except with past practices to preserve the goodwill of the Business, perform its obligations under Contracts related to the Business in a timely fashion, comply with all applicable Laws and repair, keep and maintain the Assets in good order and condition, normal wear and tear excepted. BSI shall not do any of the following between the date hereof and the Closing, without the prior written consent of BuyerPurchaser, from and after the date hereof to the Closing Date: (a1) grant Seller shall use commercially reasonable efforts to preserve intact the business organization rights and privileges pertinent to the Business, to preserve for Purchaser the good will of suppliers, customers and others having business relationships with the Business, to preserve intact its credit arrangements with banks, other financial institutions and its creditors, and to preserve its relationship with its officers, directors, and employees, consultants and independent contractors; (2) Seller shall maintain its books and records during such period in a manner consistent with past practice; (3) Seller shall not sell, transfer, dispose of or agree to grant to abandon any Business Employee any increase in compensation (other than increases portion of the Purchased Assets, except inventory sold in the ordinary course of business) or pay or agree to pay to any such person any bonus, severance or termination paymentbusiness and consistent with past practice in an amount less than $5,000; (b4) acquire Seller shall not permit any of the Purchased Assets to become subject to any lien, pledge, security interest, conditional sale agreement, license agreement, charge or agree encumbrance, other than Permitted Encumbrances; (5) Seller shall not modify or amend any of the Assumed Contracts or waive or assign to acquire any assets that are material third party any of its rights thereunder; (6) Seller shall maintain and keep all tangible Purchased Assets in good condition and repair, ordinary wear and tear excepted, and will continue to perform all usual and normal maintenance of and upon the Business, except supplies Purchased Assets in accordance with Seller's past practice; (7) Seller shall pay accounts payable and materials acquired other obligations of the Business when they become due and payable in the ordinary course of business consistent with past practice and except as approved in writing by Buyerprior practice; (c8) Seller shall not disclose any confidential information related to the Business to any person or entity unless such person is employed by Seller or Purchaser; (9) sellExcept as contemplated by this Agreement, lease, license Seller shall not grant any salary increase or otherwise dispose ofbonus to any Scheduled Employee, or agree enter into any new, or amend or alter any existing, employment-related agreement with any Scheduled Employee, or provide other compensatory benefits to sell, lease, license any Scheduled Employee (except normal wage or otherwise dispose of, any Assets that are material to the Business, except for the license of Software, Diagnostics and Documentation in the ordinary course of business salary payments consistent with past practices;). (d10) take, or agree in writing or otherwise to take, any action that would make any Without limiting the generality of the representations or warranties of BSI contained foregoing, Seller shall in this Agreement untrue or incorrect or would result in any of all other respects operate the conditions set forth in this Agreement not being satisfied; (e) incur any Liability that would be an Assumed Liability, except Business in the usual, regular and ordinary course of business and consistent with past practices; (f) enter intopractice in compliance with all applicable laws, amend or terminate, or propose to enter into, amend or terminate, any Contract related exclusively to the Business, except in the ordinary course of business consistent with past practices; (g) waive any material right, forgive any material debt or release any claim related primarily to the Business, except in the ordinary course of business consistent with past practices; (h) make any material change in the conduct of the Business; or (i) agree, whether in writing or otherwise, to do any of the foregoingrules and regulations.

Operation of Business Prior to Closing. BSI shall continue conducting During the Business between period from the date hereof and through the Closing Date, the Company agrees that (except as expressly contemplated or permitted by this Agreement or to the extent that the Buyer shall otherwise consent in writing): (a) The Company shall carry on its business in the usual, regular and ordinary course in substantially the same manner as presently heretofore conducted and shall make use all reasonable efforts consistent with past practices to preserve intact its present business organization, keep available the goodwill services of the Businessits present officers and employees and preserve its relationships with customers, perform its obligations under Contracts related suppliers and others having business dealings with it to the Business in a timely fashion, comply with all applicable Laws end that its goodwill and repair, keep and maintain the Assets in good order and condition, normal wear and tear excepted. BSI ongoing business shall not do be impaired in any of material respect at the following between the date hereof and the Closing, without the prior written consent of Buyer:Closing Date. (ab) The Company shall not grant any general increase in the compensation payable or agree to grant become payable to its officers or employees (including any such increase pursuant to any Business Employee bonus, pension, profit-sharing or other plan or commitment) or any special increase in the compensation (other than payable or to become payable to any officer or employee, except for normal merit and cost of living increases in the ordinary course of business) or pay or agree to pay to any such person any bonus, severance or termination payment; (b) acquire or agree to acquire any assets that are material to the Business, except supplies business and materials acquired in the ordinary course of business consistent accordance with past practice and except as approved in writing by Buyer;practice. (c) sell, lease, license The Company shall not settle or otherwise dispose of, compromise any material claims or agree to sell, lease, license or otherwise dispose of, any Assets that are material to the Businesslitigation or, except for the license of Software, Diagnostics and Documentation in the ordinary and usual course of business consistent with past practices;business, modify, amend or terminate any of its material contracts or cancel any debts or waive any claims or rights of substantial value. (d) take, The Company shall not permit any material insurance policy to be canceled or agree in writing or otherwise terminated without notice to take, any action that would make any of the representations or warranties of BSI contained in this Agreement untrue or incorrect or would result in any of the conditions set forth in this Agreement not being satisfied;Buyer. (e) incur any Liability that would be an Assumed LiabilityThe Company shall not fail to confer on a regular and frequent basis with one or more representatives of the Buyer to report material operational matters and the general status of ongoing operations. (f) The Company shall not, except in the ordinary course of business business, (i) factor, discount or otherwise accept less than full payment with regard to its accounts receivable or other amounts due, (ii) delay payment on, or otherwise alter the payment terms of, its accounts payable or pay the amounts due thereunder later than the stated date for payment thereof or (iii) sell any inventory at less than fair market value or make any bulk sale of such inventory, or fail to maintain its inventory at ordinary, customary levels, consistent with the Company Audited Financial Statements, the Company Unaudited Financial Statements and past practices;practice. (fg) enter intoThe Company shall not, amend except as expressly permitted by this Agreement, take any action that would or terminateis reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue in any material respect, or propose to enter intoin any of the conditions in this Agreement set forth in Article IX not being satisfied. (h) The Company shall not (i) make any new or change any current tax election or (ii) settle or compromise any material federal, amend state, local or terminateforeign income tax liability. (i) The Company shall not (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, any Contract related exclusively except for a distribution to the BusinessStockholder in the amount not to exceed $490,000 immediately prior to the effectiveness of the revocations referred to in Section 11.2, except (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase or otherwise acquire any shares of its capital stock. (j) No liens, encumbrances, obligations or liabilities relating to the Company, whether absolute or contingent (including litigation claims), shall be discharged, satisfied or paid, other than liabilities shown on the Company Audited Financial Statements or the Company Unaudited Financial Statements and liabilities incurred after the date thereof in the ordinary course of business consistent and in normal amounts, and no such discharge, satisfaction or payment shall be effected other than in accordance with past practices;the ordinary payment terms relating to the liability discharged, satisfied or paid. (gk) waive The Company shall not amend its certificate of incorporation or by-laws. (l) The Company shall not (i) authorize capital expenditures in excess of $25,000 or make any acquisition of, or investment in, assets or equity securities of any other Person; (ii) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (iii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances to any Person; (iv) enter into any material right, forgive any material debt contract or release any claim related primarily to the Business, except agreement other than in the ordinary course of business consistent business; or (v) enter into or amend in any respect any material contract, agreement, commitment or arrangement with past practices;respect to any of the matters set forth in this Section 8.2(l). (hm) The Company shall not exceed its current borrowing availability under the Revolving Credit Line or enter into or amend in any respect the Revolving Credit Line or Term Loan. (n) The Company shall not make any material change in the conduct any method of the Business; oraccounting or accounting principle or practice. (io) agree, whether in writing The Company shall not enter into any agreement or otherwise, understanding to do any of the foregoing.

Operation of Business Prior to Closing. BSI shall continue conducting Prior to the Business between Closing Date, except as set forth in Section 6.4 of the date hereof Disclosure Schedules, the Company and its Subsidiaries will not take any action or enter into any transaction outside the Ordinary Course of Business, except (a) as otherwise contemplated, required or permitted by this Agreement and the Closing Transaction Documents, (b) as required by applicable Law, (c) as required by a Governmental Authority of competent jurisdiction, or (d) to the extent the Buyer otherwise consents in writing (which consent will not be unreasonably withheld, delayed or conditioned). Notwithstanding the ordinary course foregoing or anything else in substantially this Agreement to the same manner as presently conducted contrary, any action taken or omitted to be taken by the Company that is necessary to comply with any applicable Laws or Orders enacted or issued in response to COVID-19 will be deemed, without further action and shall make all reasonable efforts consistent with past practices to preserve the goodwill without consent of the BusinessBuyer, perform its obligations under Contracts related to comply with the Company’s covenants and agreements contained in this Agreement; provided, that, to the Business in a timely fashionextent reasonably practicable, comply the Company shall give notice to the Buyer with all applicable Laws and repair, keep and maintain respect to any such action. Without limiting the Assets in good order and condition, normal wear and tear excepted. BSI shall not do any generality of the following between foregoing, except as (x) contemplated by or necessary to effectuate the date hereof transactions contemplated by this Agreement and the ClosingTransaction Documents, (y) required by applicable Law, or (z) set forth in Section 6.4 of the Disclosure Schedules, during the period from the Agreement Date to the Closing Date, without the prior written consent of Buyer:the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company and its Subsidiaries will not (in each case, other than in the Ordinary Course of Business): (a) issue, sell, redeem or purchase any of the equity securities of the Company or any Subsidiary, or grant or agree enter into any options, warrants, rights, agreements or commitments with respect to grant to the issuance of the securities of the Company and its Subsidiaries, or amend any Business Employee any increase in compensation (other than increases in the ordinary course terms of business) or pay or agree to pay to any such person any bonus, severance equity securities or termination paymentagreements; (b) acquire effect any recapitalization, reorganization, stock split, stock combination, stock reclassification or agree to acquire any assets that are material to the Business, except supplies and materials acquired in the ordinary course of business consistent with past practice and except as approved in writing by Buyer; (c) sell, lease, license similar action or otherwise dispose of, or agree to sell, lease, license or otherwise dispose of, any Assets that are material to the Business, except for the license of Software, Diagnostics and Documentation in the ordinary course of business consistent with past practices; (d) take, or agree in writing or otherwise to take, any action that would make any of the representations or warranties of BSI contained in this Agreement untrue or incorrect or would result in any of the conditions set forth in this Agreement not being satisfied; (e) incur any Liability that would be an Assumed Liability, except in the ordinary course of business consistent with past practices; (f) enter into, amend or terminate, or propose to enter into, amend or terminate, any Contract related exclusively to the Business, except in the ordinary course of business consistent with past practices; (g) waive any material right, forgive any material debt or release any claim related primarily to the Business, except in the ordinary course of business consistent with past practices; (h) make any material like change in the conduct capitalization of the Business; or (i) agreeCompany, whether in writing or otherwiseredeem, to do repurchase or otherwise acquire, directly or indirectly, any of the foregoing.its capital stock or other equity interests;