Common use of Operation of the Business Clause in Contracts

Operation of the Business. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereof, except as expressly contemplated by this Agreement, the Company shall and shall cause its Subsidiaries to, in each case, to the extent relating to the Business, conduct the Business in the ordinary course of business and use Commercially Reasonable Efforts, to maintain and preserve intact the Business and to maintain the ordinary and customary relationships of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation of the Retained Business) (provided that it will not be a breach of the foregoing for the Company and its Affiliates to take, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Schedule 6.01, or (c) pursuant to the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII hereof, Parent and the Company shall not, and shall cause their respective Subsidiaries not to, take any of the following actions with respect to the Business or the Purchased Assets:

Operation of the Business. From the date of this Agreement Effective Date until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereofClosing, Seller Parties, except as expressly contemplated otherwise agreed to by this Agreementthe Parties in writing, the Company shall will (and shall cause its Subsidiaries each other Group Company to, in each case, to the extent relating to the Business, ): (a) conduct the Business only in the ordinary course Ordinary Course of business and Business, (b) use Commercially Reasonable Efforts, commercially reasonable efforts to maintain and preserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, licensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the Business services of its current officers, directors, employees and consultants, (d) preserve in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to its operations and businesses, (h) make all capital expenditures in the ordinary Ordinary Course of Business, and customary relationships (i) consult with Buyer prior to taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and Seller Parties shall refrain from (and cause the Group Companies to refrain from) taking any action that would result in the change in the capitalization structure of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation of the Retained Business) (provided that it will not be a breach of the foregoing for the Company and its Affiliates to take, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries Group Companies as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19)set forth on Schedule 0. Without limiting the generality of the foregoingthis Section 0, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Schedule 6.01, or (c) pursuant to the written consent of Purchaser (which consent Seller shall not be unreasonably withheld, conditioned or delayed(and Seller Parties will cause the Group Companies not to), from and after the date of this Agreement Effective Date until the earlier of the Closing Closing, directly or the termination of this Agreement in accordance with Article VIII hereofindirectly, Parent and the Company shall notdo, and shall cause their respective Subsidiaries not toor agree to do, take any of the following actions with respect to without the Business or prior written consent of the Purchased AssetsBuyer:

Operation of the Business. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereofClosing, Seller Parties, except as expressly contemplated otherwise agreed to by this Agreementthe Parties in writing, the Company shall will (and shall cause its Subsidiaries each other Group Company to, in each case, to the extent relating to the Business, ): (a) conduct the Business only in the ordinary course Ordinary Course of business and Business, (b) use Commercially Reasonable Efforts, commercially reasonable efforts to maintain and preserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, licensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the Business services of its current officers, directors, employees and consultants, (d) preserve in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to its operations and businesses, (h) make all capital expenditures in the ordinary Ordinary Course of Business, and customary relationships (i) consult with Buyer prior to taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and Seller Parties shall refrain from (and cause the Group Companies to refrain from) taking any action that would result in the change in the capitalization structure of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation of the Retained Business) (provided that it will not be a breach of the foregoing for the Company and its Affiliates to take, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries Group Companies as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19set forth on Schedule 3.5(a). Without limiting the generality of the foregoingthis Section 5.2, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Schedule 6.01, or (c) pursuant to the written consent of Purchaser (which consent Seller shall not be unreasonably withheld, conditioned or delayed(and Seller Parties will cause the Group Companies not to), from and after the date of this Agreement until the earlier of the Closing Closing, directly or the termination of this Agreement in accordance with Article VIII hereofindirectly, Parent and the Company shall notdo, and shall cause their respective Subsidiaries not toor agree to do, take any of the following actions with respect to without the Business or prior written consent of the Purchased AssetsBuyer:

Operation of the Business. From (a) During the period from the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with Article VIII hereofSection ‎6.1 (the “Interim Period”), except as expressly contemplated by this Agreement, the Company shall and shall cause its Subsidiaries to, in each case, to the extent relating to the Business, conduct the Business in the ordinary course of business and use Commercially Reasonable Efforts, to maintain and preserve intact the Business and to maintain the ordinary and customary relationships of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation of the Retained Business) (provided that it will not be a breach of the foregoing for the Company and its Affiliates to take, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (bi) as set forth on Schedule 6.01‎5.1, or (cii) pursuant as otherwise set forth in this Agreement (including the Disclosure Schedules), (iii) consented to the written consent of Purchaser in writing by Buyer (which consent shall will not be unreasonably withheld, conditioned or delayed), from (iv) as required by any applicable Law or any Contract to which a Company Entity is a party as of the date hereof or (v) to the extent the Company determines, in its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will (A) use reasonable best efforts to conduct its business and the business of the other Company Entities in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts, with respect to itself and the other Company Entities, to manage working capital (including the timing of collection of accounts receivable and payment of accounts payable) in the ordinary course of business consistent with past practice; provided, that the Company Entities may use available cash to pay any Sellers’ Transaction Expenses or Indebtedness prior to the Closing, for distributions or dividends or for any other purpose. Without limiting the foregoing, during the Interim Period, except (i) as otherwise provided for in this Agreement (including the Disclosure Schedules), (ii) as consented to by Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), (iii) in the ordinary course of business of the Company Entities consistent with past practice, (iv) as required by any applicable Law or any Contract to which a Company Entity is a party as of the date hereof or (v) to the extent the Company determines, in its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will not, and will not permit any of the other Company Entities to, intentionally take any action that, if taken after the date of this Agreement until the earlier Latest Balance Sheet, would be required to be disclosed on the Disclosure Schedules pursuant to Section ‎3.6(b) through Section ‎3.6(s); provided, that, for purposes of the Closing or the termination of this Agreement foregoing, each reference to “Key Employee” in accordance with Article VIII hereof, Parent and the Company Section ‎3.6(i) shall not, and shall cause their respective Subsidiaries not to, take any of the following actions with respect be deemed to the Business or the Purchased Assets:be replaced by “Service Provider”.

Operation of the Business. From Except as otherwise contemplated by this Agreement, each Seller Party covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit any Seller Party’s or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereofthey will, except as expressly contemplated by this Agreement, the Company shall and shall will cause its Subsidiaries their Affiliates to, in each case, to the extent relating to the Business, conduct the Business in the ordinary course of business and use Commercially Reasonable Effortscommercially reasonable efforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its their suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business Purchased Assets and the Purchased Assets (it being understood that nothing goodwill associated therewith. Subject to applicable Law and except as otherwise provided in this Agreement or as expressly provided in Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation 6.1 of the Retained Business) (provided that it will not be a breach Disclosure Letter, from the date of this Agreement until the foregoing for the Company and its Affiliates to takeClosing, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as set forth on Schedule 6.01, or (c) pursuant to the written consent approval of Purchaser (which consent approval shall not be unreasonably withheld, conditioned or delayed), the Seller Parties shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement and subject to applicable Law, the Seller Parties, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII hereofApplicable Closing, Parent and the Company shall not, not and shall cause their respective Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Business or the Purchased Assets:

Operation of the Business. From the date of this Agreement Effective Date until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII hereofAgreement, except as expressly otherwise contemplated by this Agreement, the Company shall and shall cause its Subsidiaries to, in each case, to the extent relating to the Business, conduct the Business in the ordinary course of business and use Commercially Reasonable Efforts, to maintain and preserve intact the Business and to maintain the ordinary and customary relationships of the Business with its suppliers, lessors, licensees, contract counterparts, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 6.01 shall in any way limit the Company’s or its Subsidiaries’ operation of the Retained Business) (provided that it will not be a breach of the foregoing for the Company and its Affiliates to take, without Purchaser’s consent, any actions that the Company determines in good faith to be reasonably necessary in light of the then-current operating conditions and developments with respect to the Company and its Subsidiaries as a result of COVID-19; further provided that the Company shall use its Commercially Reasonable Efforts to consult with Purchaser prior to the implementation of any such actions resulting from COVID-19). Without limiting the generality of the foregoing, subject to (a) applicable required by Law, except as expressly contemplated by this Agreement, (b) as set forth on in Section 6.3 of the Disclosure Schedule 6.01, or (c) pursuant as consented to the written consent of Purchaser by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from Seller will cause each Company to: (a) conduct the Business of each Company in the Ordinary Course of Business; (b) use their reasonable best efforts to maintain the properties, physical facilities and after operations of each Company in the same condition as they were on the date of this Agreement until (subject to reasonable wear and tear), preserve intact the earlier current business organization of each Company, keep available the services of the Closing current officers and key employees of each Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with any Company; (c) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (d) not effect any recapitalization, reclassification, or the termination of this Agreement like change in such Company’s capitalization; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with Article VIII hereof, Parent past practice; (g) not settle or agree to settle any Proceeding (other than a Tax Proceeding) by or before any Governmental Body; (h) not settle any material Tax Proceeding if such settlement could reasonably be expected to result in a material Tax Liability of such Company or Buyer for a Post-Closing Tax Period; and (i) not agree or commit to do any of the Company shall actions prohibited by this Section 6.3. Seller will not, and shall will cause their respective Subsidiaries each Company not to, take any action or fail to take any action which, if taken or failed to be taken at the Effective Date, would constitute or result in a breach of the following actions with respect to the Business or the Purchased Assets:Sections 4.7(a) through (k).