Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except (i) in connection with or as a result of any matter listed or described on any Schedule and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreement, or (iii) as otherwise consented to by Parent (on behalf of itself and Purchaser) in writing, prior to the Closing, Seller will: (a) Use reasonable efforts to keep the Business intact and not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of business of the Business as presently conducted, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance of the Acquired Assets so that they remain in substantially the same (or better) condition as on the date of this Agreement, normal wear and tear excepted; (c) Not purchase, sell, lease or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business of the Business or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law or (ii) in the ordinary course of business of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effect.

Operation of the Business. (a) Except as (A) required by applicable Law, Order or a Governmental Entity, (B) set forth on Section 4.01 of the Seller Parent Disclosure Letter, (C) consented to by Buyer Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (D) required in connection with the implementation of the Business Internal Reorganization in accordance with Section 5.03 or (E) required by this Agreement, between the Signing Date and the Closing, Seller Parent shall (solely with respect to the Business, Transferred Assets, Assumed Liabilities and Business Employees), and shall cause each Acquired Company to and, solely with respect to the Business, Transferred Assets, Assumed Liabilities and Business Employees, each of its other Subsidiaries to, use best endeavors to (x) operate the Business in the Ordinary Course of Business in all material respects and (y) (1) preserve intact its business organizations, (2) preserve the current relationships of the Business and the Acquired Companies with customers, suppliers and other Persons with which any Acquired Company or the Business has significant business relations, including with the Business Key Customers and the Business Key Suppliers, (3) maintain the Transferred Assets and the other assets and properties used or held for use in the Business in good repair and normal operating condition (ordinary wear and tear excepted), (4) keep available the services of the Business Employees, (5) pay all Indebtedness and Taxes of the Acquired Companies or related to the Business and other obligations when due, (6) maintain and manage Inventory (including samples) in the Ordinary Course of Business, including as to the level and shelf life thereof, and whether at the wholesale, chain, institutional or other level, and (7) maintain all Permits of the Business valid and in full force and effect; provided, further, that no action expressly permitted by Section 4.01(b) shall be deemed to be a breach of this Section 4.01(a) unless such action would constitute a breach of Section 4.01(b). (b) Without limiting the foregoing, except in respect of matters (A) required by applicable Law, Order or a Governmental Entity or a Tax Authority, (B) set forth on Section 4.01 of the Seller Parent Disclosure Letter, (C) consented to by Buyer Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (D) required in connection with the implementation of the Business Internal Reorganization in accordance with Section 5.03 or (E) required by this Agreement, between the Signing Date and the Closing, Seller Parent shall not (solely to the extent related to the Business, Transferred Assets, Assumed Liabilities and Business Employees), and shall cause each Acquired Company and, solely with respect to the Business, Transferred Assets, Assumed Liabilities and Business Employees, each of its other Subsidiaries, not to: (i) in connection with or as a result the case of any matter listed Acquired Company, (A) transfer, adjust, split, combine or described on reclassify any Schedule and specifically identified therein as affecting of its capital stock or other equity interests (including the operating covenants below Acquired Equity Interests) or as issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock or other equity interests or (B) purchase, redeem or otherwise acquire or offer to which the relevance to the operating covenants below is apparent on purchase, redeem or otherwise acquire, directly or indirectly, any of its face, capital stock or other equity interests; (ii) except (A) as expressly contemplated by this Agreementrequired pursuant to the terms of any Business Benefit Plan set forth on Section 2.14(a) of the Seller Parent Disclosure Letter or Business Collective Bargaining Agreement set forth on Section 2.15(c)(i) of the Seller Parent Disclosure Letter, in each case, as in effect as of the Put Date or (iiiB) as otherwise consented to by Parent contemplated in Section 5.02(a) or (on behalf of itself and PurchaserC) in writingthe case of clause (4) below, prior a one-time bonus payment to Business Employees made in connection with the Transactions that will not result in any Liability under this Agreement or otherwise to Buyer Parent or its Subsidiaries (including following the Closing, the Acquired Companies) and that have been disclosed in advance to Buyer Parent (with full details as to the amount and beneficiaries thereof), (1) hire, engage or terminate, or take actions constituting constructive termination of, the employment or services of any Business Employee with annual gross compensation in excess of €100,000 or with a title of Director or above, except for (x) terminations for “cause” (as determined by Seller will: Parent in good faith and in the Ordinary Course of Business) or (ay) Use reasonable efforts hiring any Person to keep fill an open position with annual compensation less than or substantially consistent with the annual compensation of the Person to previously hold such position, (2) with respect to Business intact and not take Employees, implement or permit to be taken announce any employee layoffs, furloughs, reductions in force, reductions in compensation, hour or do benefits, work schedule changes or suffer to be done anything similar actions, (3) increase the compensation or benefits of any Business Employee, other than in the ordinary course Ordinary Course of business of the Business as presently conducted, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with in any event, not to exceed fifteen percent (15%) individually or five percent (5%) in the customersaggregate, suppliers(4) pay or grant or commit to pay or grant to any Business Employee any severance, distributorschange in control, licensors and others with whom Seller has a material relationship; providedretention or other bonuses or incentive compensation, however(5) take any action to accelerate the vesting or payment of any compensation or benefit, that nothing in this Agreement or otherwise will prohibit the funding of any payment or restrict Seller from paying benefit, payable or prepaying to become payable to any indebtedness for borrowed money Business Employee, (6) enter into, become party to, amend or terminate any Assumed Benefit Plan (or any intercompany obligation reflected plan, program, agreement or arrangement that would be an Assumed Benefit Plan if in effect on the Balance SheetPut Date) or grant, amend or terminate any awards thereunder or (7) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Business Employee; (biii) Continue existing practices relating to maintenance settle, waive or compromise any pending or threatened Action in respect of the Acquired Assets so that they remain Business, other than such Actions, settlements or compromises resulting in substantially solely monetary damages, the same (unpaid amount of which is €250,000 individually or better) condition as on €2,000,000 in the date of this Agreement, normal wear and tear exceptedaggregate; (civ) Not purchase(A) issue, deliver or sell any equity interests in any Acquired Company or any Stock Rights or (B) otherwise admit any new equityholders into any Acquired Company; (v) in the case of any Acquired Company, declare any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or other equity interests; (vi) amend the organizational, governing or similar documents of any Acquired Company; (vii) acquire (including by merger, consolidation, acquisition of stock or assets or any other business combination) any corporation, partnership or other business organization, any assets from any third party or any debt or equity securities of any Person for a purchase price or other monetary commitment (including any earn-out, milestone or other contingent or deferred payments, in each case, calculated as the maximum amount payable under or pursuant to such obligation) that would be material, other than acquisitions of Inventory, equipment, machinery, and tools in the Ordinary Course of Business; (viii) make any capital expenditures or commitments for capital expenditures in an amount in excess of (A) €2,500,000 in a single transaction or series of related transactions or (B) €6,500,000 in the aggregate or fail to make capital expenditures reflected in the July 2023 forecast provided or made available to Buyer Parent prior to the Put Date; (ix) fail to make any material operational expenditures (including, for the avoidance of doubt, advertising and marketing spend) as reflected in any budget provided or made available to Buyer Parent prior to the Put Date; (x) enter into any joint venture or other strategic partnership with any third party; (xi) sell, lease transfer, assign, convey, lease, license, mortgage, pledge, grant any option or other right in, encumber or otherwise abandon or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or make subject to a Lien (other than a Permitted LienLiens), any asset Transferred Assets (including any Real Property) (other than Intellectual Property, which is addressed in clause (xii) below) other than sales, transfers, assignments, conveyances, leases, licenses, mortgages, pledges, options or other right, Lien (other than Permitted Liens) or abandonments or dispositions of obsolete, worn-out or excess assets in the Ordinary Course of Business (but excluding any Real Property); (xii) (A) dispose of, abandon, grant, pledge, encumber, permit to be dedicated to the public domain, permit to lapse, sell, transfer, assign, place a Lien upon (other than a Permitted Lien or a Lien that would bewill be released prior to or concurrently with the Closing), but for such transactionor grant any license or sublicense of any rights under or with respect to any Transferred Intellectual Property or Transferred IP Licenses, an Acquired Asset other than non-exclusive licenses in the Ordinary Course of Business, (B) disclose any material confidential Trade Secrets or source code of any Proprietary Software to a third party, other than pursuant to a valid and binding confidentiality agreement or other binding obligation of confidentiality entered into in the Ordinary Course of Business, or (C) directly or indirectly accept the disposal of any Transferred IP Licenses, or any underlying Transferred Intellectual Property, in the case of clause (C) other than in the ordinary course Ordinary Course of business of the Business (and not material individually or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law or (ii) in the ordinary course of business of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(faggregate); (gxiii) Not except (A) as required pursuant to the terms of any Business Benefit Plan or Business Collective Bargaining Agreement as in effect as of the Put Date, (B) as contemplated in Section 5.02(a) or (C) arrangements that will not result in any Liability under this Agreement or otherwise to Buyer Parent or its Subsidiaries (including, following the Closing, the Acquired Companies), enter into, materially amend or terminate any Business Benefit Plan or Business Collective Bargaining Agreement (or enter into negotiations to do any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring of the foregoing) or recognize or certify any liabilitylabor union, works council or other similar organization as the bargaining representative for any Business Employee; (hxiv) Not adopt or enter into any employee retirement plan of complete or welfare benefit planpartial liquidation, whether dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of, or otherwise liquidate, dissolve, reorganize or wind up the business and operations of, any Acquired Company; (xv) list any equity interests or other securities of any Acquired Company on any stock exchange or over-the-counter market; (xvi) (A) enter into any Contract that would be a Business Material Contract if entered into prior to the Signing Date other than (1) agreements with customers, suppliers and service providers in the Ordinary Course of Business and that are not of the type contemplated by clause (v) of the definition thereof or (2) any Contract of the type contemplated by clause (xv) of the definition thereof, to the extent permitted under Section 4.01(b)(iii), in each case subject to ERISAthe below proviso regarding renewals, providing or (B) terminate, extend, modify or amend, fail to renew, exercise, waive, release or assign any right, claim or benefit, request or grant any waiver under, any Business Material Contract, in the case of each of clause (A) and (B), other than (x) the expiration of such Business Material Contract (or a related Business Material Contract) in accordance with its terms; provided that Seller Parent or its Subsidiaries shall duly and timely exercise any rights to renew (provided that such renewal is on substantially the same terms, except for benefits Permitted Consent Changes) such Business Material Contract (except for any decision not to Employeesrenew that is in compliance with the terms of such Material Contract and made in the Ordinary Course of Business; orprovided, further, that notwithstanding anything else to the contrary herein, the Contracts listed on Section 4.01(b)(xvi) of the Seller Parent Disclosure Letter, shall not be renewed or terminated (nor any action shall be taken or omitted to be taken that would prevent a renewal or termination thereof) without Buyer Parent’s consent (such consent not to be unreasonably withheld, delayed or conditioned)) and (y) such modifications, amendments and waivers entered into in the Ordinary Course of Business and that are not material and are otherwise in compliance with the terms of such Business Material Contracts; provided, that if such Contract is a Significant Contract, any such modifications, amendments and waivers (to the extent relating to pricing) will be taken into account in calculating the Price Change Impact, without limiting any other changes that may result from obtaining an Acceptable Consent with respect thereto (unless such Contract is taken into account in Non-Consenting Contracts Impact) and Seller Parent shall not, and shall cause its Affiliates and Representatives not to, pay, offer or agree to pay any fees, costs, expenses or other sums of money in connection with any such modification, amendment or waiver other than bona fide non-recurring fees not to exceed the Consent Fee Cap; (ixvii) Except (A) incur, assume, or otherwise become liable for transactions any Indebtedness for borrowed money or capital leases, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans or capital contributions to any Person (except for extensions of trade credit and advances to employees in the Ordinary Course of Business); (xviii) (A) settle or compromise any Tax claim, audit, or assessment, (B) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (C) fail to pay Taxes that were due and payable (including estimated Tax payments), (D) prepare or file any Tax Returns in a manner which do is inconsistent with past practices or (E) enter into any material closing agreement, surrender any right to claim a Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to an Acquired Company or a Transferred Asset; (xix) commence any Action or other lawsuit other than (A) (1) in the Ordinary Course of Business that involves amounts in dispute not breach any covenant in excess of Seller hereunder, not voluntarily take any action €250,000 individually or €2,000,000 in the aggregate and (2) in such cases where it in good faith determines that failure to commence such Action or other lawsuit would result in the material impairment of a material valuable aspect of the Business or result in a loss of rights of substantial value (provided that Seller Parent reasonably consults Buyer Parent prior to commencing such Action or other lawsuit) or (B) for a breach of the covenants, representations this Agreement or warranties of the Seller hereunder or that would, individually or together with any other such actionTransaction Document; (xx) permit the lapse of any existing insurance policy or other similar instrument relating to the Business or the Transferred Assets, unless a substantially similar insurance policy (including self-insurance) is concurrently entered into; (xxi) permit the lapse of any existing Environmental Permit, other material Permit, Consent or other similar instrument relating to the Business or the Transferred Assets; (xxii) change any method of accounting or accounting practice of any Acquired Company; (xxiii) directly or indirectly transfer any assets or Business Employees into or out of any Acquired Company to or from Seller Parent or any of its Affiliates; (xxiv) directly or indirectly have a Material Adverse Effect.any Acquired Company assume any Liabilities (other than Assumed Liabilities) of Seller Parent or any of its Affiliates;

Operation of the Business. Except From the Effective Date until the Closing, Seller Parties, except as otherwise agreed to by the Parties in writing, will (and shall cause each other Group Company to): (a) conduct the Business only in the Ordinary Course of Business, (b) use commercially reasonable efforts to 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 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 Course of Business, and (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 connection with the change in the capitalization structure of the Group Companies as set forth on Schedule 0. Without limiting the generality of this Section 0, Seller shall not (and Seller Parties will cause the Group Companies not to), from the Effective Date until the Closing, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer: (a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any of a result Group Company’s respective employees or Affiliates) any of its Assets (whether tangible or intangible), except for sales of inventory in the Ordinary Course of Business; (b) mortgage, pledge or subject to any Encumbrance any portion of its Assets, other than Permitted Encumbrances; (c) make, commit to make or authorize any capital expenditures, except in the Ordinary Course of Business; (d) acquire (including by merger, consolidation, license or sublicense) any interest in any Person or substantial portion of the Assets or business of any matter listed Person; (e) incur any Debt, including any refinancing of existing Debt or described increasing the outstanding obligations on any Schedule and specifically identified therein as affecting letter of credit, or assume, guarantee or endorse the operating covenants below obligations or as enter into any agreements to which maintain the relevance fiscal condition of any Person; (f) enter into, amend, modify, terminate or assign any Disclosed Contract; (g) issue, sell, pledge, dispose of, encumber or transfer the Interests, any Ownership Interests, securities convertible, exchangeable or exercisable into Ownership Interests, or warrants, or any options or other rights to acquire Ownership Interests, of any Group Company; (h) declare, set aside, or distribute any dividend or other distribution (whether payable in cash, stock, property or a combination thereof), or enter into any agreement with respect to the operating covenants below is apparent on its facevoting of the Ownership Interests of any Group Company; (i) waive, release, assign, settle or compromise any material rights or claims, or any material litigation or arbitration; (j) (i) hire or terminate any employee, manager, director or independent contractor except in the Ordinary Course of Business, (ii) increase any form of Compensation payable or to become payable to any equity holder of any Group Company or any Affiliate of any such equity holder, any current or former director, manager, or officer, employee, consultant or other service provider of a Group Company, including without limitation, any increase or change pursuant to any Company Plan, (iii) grant or increase any rights to change in control, severance, retention or termination payments or benefits to, or enter into any employment, consulting, change in control, retention or severance agreement with, any director, manager, officer, employee, consultant or other service provider of a Group Company, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Plan (other than any such acceleration, vesting or payments required pursuant to the terms of such Company Plan in connection with the Transaction contemplated herein, all of which have been provided to Buyer prior to the Effective Date, if any) or (v) establish, adopt, enter into, amend, modify or terminate any Company Plan; (k) make loans or advances to, guarantees for the benefit of, or any investments in, any Person; (l) forgive any loans to managers, directors, officers, employees or any of their respective Affiliates; (m) make any material change in accounting policies, practices, principles, methods or procedures, other than as expressly contemplated required by GAAP or changes in Law; (i) accelerate or delay collection of receivables in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, (ii) delay or accelerate payment of any Liability in advance of its due date or the date such Liability would have been paid in the Ordinary Course of Business, (iii) make any material changes to cash management policies, (iv) delay or postpone the ordinary course repair or maintenance of properties or Assets or (v) vary any inventory purchase practices in any material respect from past practices; (i) make any Tax election, settle or compromise any Action, including any claim, notice, audit report or assessment, in respect of Taxes, (ii) change any annual Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) file any amended Tax Return, (v) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, (vi) surrender any right to claim a Tax refund, or (vii) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (p) take any action for the winding up, liquidation, dissolution or reorganization of any Group Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets or revenues; (q) amend the Organizational Documents of any Group Company; (r) lay off or terminate employees that could result in Liability under the WARN Act; (s) fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage with respect to the Assets, operations, activities and Business of the Group Companies as are currently in effect; (t) take or omit to take any action that which, individually or in the aggregate, could reasonably be expected to (i) result in any representation or warranty of any Seller Party to be untrue in any material respect, result in a material breach of any covenant made by any Seller Party in this Agreement, (ii) if taken or omitted to be taken between January 1, 2020 and the Effective Date would have been required to be disclosed on Schedule 0 of this Agreement, or (iii) as could reasonably be expected to result in any condition set forth in 0 not being satisfied; (u) cancel any Debt owed to any Group Company or waive any claims or rights of value; (v) request or accept any advance payments or funding from Medicare or any Governmental Authority pursuant to any CARES Act stimulus fund programs or other COVID-19 Measures, or participate in any other governmental stimulus subsidy or similar programs, without the prior written consent of Buyer; (w) utilize, transfer, pay or otherwise consented administer (and maintain accounting records associated with) cash paid, distributed or funded to by Parent any Group Company from the CARES Act Relief Fund except in strict compliance with all of the terms and conditions of the CARES Act Relief Fund program and all Legal Requirements applicable thereto, including all applicable Provider Relief Fund payment terms and conditions; or (x) agree or commit to do any of the foregoing. Seller Parties, on behalf of itself the one hand, and Purchaserthe Buyer, on the other hand, acknowledge and agree that: (a) nothing contained in writingthis Agreement shall give the Buyer, directly or indirectly, the right to control or direct any Group Company’s operations prior to the ClosingClosing Date, Seller will: (a) Use reasonable efforts to keep the Business intact and not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of business of the Business as presently conducted, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating prior to maintenance the Closing Date, each of the Acquired Assets so that they remain in substantially Group Companies and the same (or better) condition as on Buyer shall exercise, consistent with the date terms and conditions of this Agreement, normal wear complete control and tear excepted; supervision over its respective operations, and (c) Not purchase, sell, lease or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business none of the Business or pursuant to restrictions in this Section 0 shall restrict the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law or (ii) in the ordinary course of business ability of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or Group Company to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach or fail to take any action at the written request or with the prior written consent of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse EffectBuyer.

Operation of the Business. (a) Except (x) as set forth in Section 8.1 of the Disclosure Letter, (y) with respect to Contracts or assets that will be transferred out of the Company Group pursuant to the Restructuring or (z) as otherwise expressly permitted by the terms of this Agreement, the Seller shall, or shall cause the Company, Refining and Marketing to: (i) in connection with or as a result of any matter listed or described on any Schedule afford the Investor and specifically identified therein as affecting its agents, advisors and representatives reasonable access, upon reasonable notice during the operating covenants below or as to which the relevance period prior to the operating covenants below is apparent on Closing and in a manner that does not interfere in any material respect with the normal operations of the Business or any other material business of Energy or any of its faceAffiliates, to all the personnel, properties, books, Contracts, commitments, Tax Returns, documents and records of the Company, Refining and Marketing or otherwise relating to the Business, and during such period shall furnish promptly to the Investor any information concerning the Company, Refining or Marketing or the Business as the Investor may reasonably request; (ii) as expressly contemplated by this Agreement, or operate the Business in the ordinary course consistent with past practice and make capital expenditures on a basis consistent with the schedule of capital expenditures relating to the Business provided to the Investor prior to the date hereof; (iii) as otherwise consented to by Parent (on behalf keep and preserve the assets of itself the Business in good condition and Purchaser) in writing, prior to the Closing, Seller will:repair; (aiv) Use operate the Business in all material respects in accordance with all Applicable Laws currently in effect; and (v) use commercially reasonable efforts to keep intact the Business intact and preserve beneficial relationships with customers, suppliers, licensors, licensees, distributors, agents, lessors, employees and others with whom the Business deals to the end that the Business shall be unimpaired at the Closing. (b) Seller shall not, and shall not permit the Company, Refining or Marketing to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the consummation of the Transactions set forth in Article VI not being satisfied. In addition (and without limiting the generality of the foregoing), except (x) as set forth in Section 8.1 of the Disclosure Letter, (y) with respect to Contracts or assets that will be transferred out of the Company Group pursuant to the Restructuring or (z) as otherwise expressly permitted or required by the terms of this Agreement, the Seller (and, in the case of Section 8.1(b)(xi), each NuStar Affiliate) shall not, and shall not permit the Company, Refining or Marketing to, do any of the following without the prior written consent of the Investor: (i) sell, assign, lease, mortgage, pledge, create or assume or permit to be taken exist any Lien upon any of the Company’s, Refining’s or do Marketing’s assets, except for Permitted Liens and sales of Inventory in the ordinary course of business and consistent with past practice; (ii) except in the ordinary course consistent with past practice, destroy or suffer to be done anything remove any Books or Records; (iii) make any change in any method of financial accounting or financial accounting practice or policy other than those required by GAAP; (iv) enter into any Contract other than in the ordinary course of business consistent with past practice or any Contract (other than Contracts for spot purchases of petroleum products in the ordinary course of business consistent with past practice, but including any Contract relating to the acquisition, by merging or consolidating with, or by purchasing a substantial portion of the Business as presently conductedassets of, and use reasonable good faith efforts to keep intactor by any other manner, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money business or any intercompany obligation reflected on the Balance Sheetcorporation, partnership, association or other business organization or division thereof) having a commitment for expenditure over $1,000,000; (bv) Continue existing practices amend, modify or terminate any Material Contract or Authorization, or otherwise waive, release or assign any material rights, Claims or benefits of the Company under any Material Contract or Authorization or enter into any derivative, option, hedge or futures contract; (vi) enter into any commitments to make capital expenditures in any fiscal quarter in excess of $1,000,000 more than the amount of capital expenditures relating to maintenance the Business included in the schedule of capital expenditures provided to the Acquired Assets so that they remain Investor prior to the date of this Agreement for such fiscal quarter; (vii) maintain the Company’s, Refining’s and Marketing’s Organizational Documents in substantially the same (or better) condition as their form on the date of this Agreement, normal wear and tear exceptedAgreement other than as contemplated by the Transaction Documents; (cviii) Not purchaseincur or assume any liabilities, sellObligations or Indebtedness or guarantee any such liabilities, lease Obligations or dispose ofIndebtedness, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business and consistent with past practice; provided, however, that in no event shall the Seller cause the Company, Refining or Marketing to incur or assume, any long-term Indebtedness for borrowed money; (ix) waive any Claims or rights reasonably expected to have a value in excess of $250,000; (x) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, any Affiliate thereof (in each case, other than the Business Restructuring and any Material Contract in effect on the date hereof); (xi) except (A) in order to comply with Applicable Law or (B) as required pursuant to the Receivables Facility andterms of any NuStar Plan, with respect to the sale (1) establish, adopt, enter into, terminate or disposition of a capital assetamend, only in respect of assets having an individual cost basis of less than $1,000; any collective bargaining agreement or Plan, (d2) Not make any material amendment grant to any Covered Employee Plan any increase in compensation, bonus or materially increase the general rates of fringe or other benefits, other than merit-based compensation of Employees, except (i) as required by Law or (ii) increases in the ordinary course of business and consistent with past practice, (3) enter into any employment, consulting, change in control, retention, severance or termination agreement with any Covered Employee, (4) grant to any Covered Employee any increase in change in control, retention, severance or termination pay, or (5) hire any new employee (who would have been considered a Group B Employee if employed as of the date of this Agreement) to work in connection with the Business; (exii) Not incur permit the Company to engage in any indebtedness or guarantee any debt or activities other liability than performance of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required its obligations under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employeesthis Agreement; or (ixiii) Except for transactions which agree, resolve or commit to do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectactions prohibited in this Section 8.1.

Operation of the Business. Except (i) in connection with or as a result of any matter listed or described on any Schedule and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreement, or (iii) as Buyer shall otherwise consented to by Parent (on behalf of itself and Purchaser) consent in writing, prior such consent to not be unreasonably withheld, conditioned or delayed, between the ClosingAgreement Date and the Closing Date, Seller willthe Management Group shall cause the Company: (a) Use to conduct its business only in the ordinary course consistent with past practice; (b) except with respect to the Secondary Transaction, to use commercially reasonable efforts ("CRE") to preserve intact its current business organization, to keep available the Business intact services of its current contractors, employees, and not take or permit agents and to be taken or do or suffer use CRE to be done anything maintain its relations and good will with suppliers, customers, landlords, employees, agents, and others with whom it has business relationships; (c) to use CRE to comply with all applicable Laws, perform all of its obligations and liabilities without default, maintain its corporate existence in good standing in Illinois and its due qualification in good standing in all jurisdictions in which it is so qualified, and maintain all of its books and records in the usual, regular and ordinary manner on a basis consistent with past practices other than due to the short fiscal year arising due to the Transactions; (d) except for the actions described on SCHEDULE 7.4 and the Secondary Transaction, not to make any changes to its organizational documents or authorized, issued or outstanding capital stock, (ii) not to grant any options or other rights to acquire, whether directly or contingently, any of its capital stock, (iii) not to declare, set aside or pay any dividend or make any other distribution in respect of its capital stock or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its shares of capital stock, (iv) not to make any distribution to any of the Sellers, and (v) not to sell, rent, lease or otherwise dispose of any of its assets, except in the ordinary course of business of the Business as presently conducted, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated consistent with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheetpast practice; (be) Continue existing practices relating not to maintenance (i) incur any Indebtedness except borrowing on the line of credit and trade credit, (ii) modify the terms of the Acquired Assets so that they remain in substantially the same ESOP Loan, (iii) make any capital expenditures or better) condition as on the date of this Agreement, normal wear and tear excepted; (c) Not purchase, sell, lease or dispose of, commitments for capital expenditures or enter into any leasecapital leases in excess of $25,000 in the aggregate, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than unless in the ordinary course of business of the Business or required pursuant to the Receivables Facility andany Leased Store Contract, or (iv) create or suffer to exist any Liens, other than Permitted Liens; (f) except with respect to the sale Secondary Transaction, to use CRE to maintain (i) all of the properties used or disposition of a capital assetuseful in its business in good operating condition and repair, only ordinary wear and tear excepted and (ii) all insurance covering the Company, its employees and Assets in respect of assets having an individual cost basis of less than $1,000full force and effect with responsible companies, comparable in amount, scope and coverage to that in effect on the Agreement Date; (dg) Not make to confer with Buyer concerning operational matters of a material nature, with the exception of any material amendment Bids for Leased Store Contracts or pertaining to any Employee Plan Contract or materially increase License subject to confidentiality provisions as referred to in Section 4.17(b); (h) to otherwise report to Buyer on a regular basis concerning the general rates status of the business, operations, finances, and any compensation increases to any salaried employee of Employees, except the Company; (i) as required by Law except with respect to the Secondary Transaction, not to (i) hire or (ii) terminate any employee earning over $60,000 per year, except in the ordinary course of business of consistent with past practice ("OCB"), (ii) enter into or amend any employment contract except in the Business; OCB, (eiii) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the rate of compensation payable or to become payable by the Seller it to any Employee whose annual base compensation exceeds $100,000 employee (except for normal periodic increase increases in the OCB), (iv) except in the OCB, accrue or pay to or agree to pay to any of regular salary (not bonuses its employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensationcompensation or (v) in amend the ordinary course terms of business of the Business that are made in accordance with established compensation policies of the Seller or any Benefit Plan, except as expressly required under a Contract listed on Schedule 3.5(f)by applicable Law and Section 7.11; (gj) Not enter into not to amend, terminate, cancel or compromise any employment Contract material claim of or against the Company, or waive any other rights of substantial value; and (k) not to take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 4.26 would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject likely to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectoccur.

Operation of the Business. Except (i) in connection with or as a result From the date of any matter listed or described on any Schedule and specifically identified therein as affecting this Agreement until the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreement, or (iii) as otherwise consented to by Parent (on behalf of itself and Purchaser) in writing, prior to the Closing, Seller willClosing Date: (a) Use Seller shall operate the Business in the ordinary course, consistent with past practice and in conformity with all applicable laws, ordinances, regulations, rules and orders and all leases, commitments and other agreements applicable to the Business; (b) Seller shall use commercially reasonable efforts to keep (i) preserve the goodwill and business of its contractors, distributors, customers, advertisers, suppliers and others having business relations with the Business, (ii) preserve all Intellectual Property rights and interests owned by it or in which it has any rights or licenses used in or relating to the operation of the Business intact and not (iii) retain the services and goodwill of the employees of the Business; (c) Seller shall not, except in the ordinary course and consistent with past practice, (i) enter into any transaction or incur any liability or obligation relating to the Business, (ii) sell or transfer any of the assets relating to the Business, (iii) enter into or renew any Contract, (iv) cause or take or permit any action to allow any Contract to lapse (other than in accordance with its terms), to be taken modified in any respect adverse to the Business, or do otherwise to become impaired in any material manner or suffer (v) incur any indebtedness for borrowed money; (d) Seller shall not, except with Buyer’s prior written approval, (i) make any change in its accounting methods or principles (or the application of those methods or principles), (ii) merge or consolidate with any other entity or (iii) declare or pay any dividends or other capital distributions to its members other than in cash; (e) Seller shall use commercially reasonable efforts to (i) maintain all of the Purchased Assets in good repair, maintenance and condition, except to the extent of normal wear and tear, (ii) replace all items of equipment at time intervals consistent with past practice and (iii) repair or replace, consistent with past practice, any Purchased Asset that may be done anything damaged or destroyed; (f) Seller shall not grant or agree to grant any bonus to any employee of the Business, any general increase in the rates of salaries, commissions or compensation of the employees of the Business or, other than in the ordinary course of business and consistent with past practice, any specific increase to any employee of the Business as presently conductedor provide for any new pension, and use reasonable good faith efforts retirement or other employment benefits to keep intact, to preserve and maintain any of the goodwill associated with employees of the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheetincrease in any existing benefits; (bg) Continue existing practices relating Seller shall not act to maintenance (i) accelerate the billing of any customers of the Acquired Assets so that they remain Business or the collection of any accounts receivable of the Business, (ii) delay the payment of any accounts payable or accrued expenses of the Business or (iii) defer any expenses of the Business, in substantially the same (or better) condition as on the date of this Agreementeach case, normal wear and tear excepted; (c) Not purchase, sell, lease or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than except in the ordinary course of business of the Business or pursuant to the Receivables Facility business, consistent with past practice; and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law or (ii) in the ordinary course of business of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt Seller shall not engage in any discussions or enter into negotiations with anyone other than Buyer concerning the investment in or sale of all or any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach part of the covenantsBusiness, representations or warranties any merger, reorganization, recapitalization, consolidation or other business combination involving Seller, and Seller shall advise Buyer of the Seller hereunder any solicitation by any third party in respect of any such discussion or that would, individually or together with any other such action, have a Material Adverse Effectnegotiation.

Operation of the Business. Except From the date hereof until the Closing, ------------------------- except as expressly provided otherwise in this Agreement, Buyer and its Subsidiaries shall conduct, or cause to be conducted, their business in the ordinary course consistent with past practice (including with respect to the collection of receivables, payment of payables and other liabilities, advertising activities, sales practices (including promotions, discounts and concessions), capital expenditures and inventory levels, and contributions to or accruals to or in respect of Benefit Plans). Furthermore, without limiting the generality of the foregoing, Buyer and its Subsidiaries will (i) use reasonable commercial efforts to (A) preserve intact their business organizations, (B) keep available the services of their present officers and key employees, (C) continue in connection full force and effect without modification all existing policies or binders of insurance currently maintained in respect of their business, (D) preserve their current material relationships with customers, suppliers, lenders, creditors, employees, licensors, licensees, distributors and others with whom Buyer or any of its Subsidiaries or CTSH or any of its Subsidiaries has a material business or financial relationship, including without limitation the BBC Agreement, (E) safeguard the inventory of Buyer and its Subsidiaries from theft or misappropriation and (F) maintain the books and records of Buyer and its Subsidiaries in substantially the same manner as a result of any matter listed or described on any Schedule presently maintained and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreementnot engage in any practice, take any action, fail to take any action or (iii) as otherwise consented enter into any transaction that would or would reasonably be expected to by Parent (result in any of the conditions set forth in Article 10 not being satisfied on behalf the Closing Date. In furtherance and not in limitation of itself the foregoing, Buyer covenants and Purchaser) in writingagrees that, prior to the Closing, Seller without the prior written consent of the Crown Parties, none of Buyer or its Subsidiaries will: (a) Use reasonable efforts issue, sell, transfer, pledge or otherwise dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or acquisition rights of any kind with respect to keep any shares of, capital stock of any class or series of Buyer or its Subsidiaries, other than issuances pursuant to the Business intact exercise of stock-based awards or options, including under the plans described in Section 6.13, outstanding on the date hereof and not take the issuance of convertible preferred stock to investors in Buyer as contemplated in connection with transactions contemplated hereby; (b) declare, set aside or permit pay any dividend or other distribution with respect to any shares of capital stock of Buyer or any of its Subsidiaries or repurchase, redeem or otherwise acquire any amount of outstanding shares of capital stock or other equity securities of, or other ownership interests in, Buyer or any of its Subsidiaries, other than intercompany distributions and advances between wholly owned Subsidiaries; (c) enter into any Contract relating to any acquisition or disposition, or the lease, mortgage or pledge of, of any assets or business of any Person that would be taken or do or suffer reasonably likely to be done anything have a Buyer Material Adverse Effect, other than in the ordinary course of business of the Business as presently conducted, consistent with past practice and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance of the Acquired Assets so that they remain in substantially the same (or better) condition as on the date of those contemplated by this Agreement, normal wear and tear excepted; (c) Not purchaseor amend, sellmodify, lease terminate or dispose of, or enter into violate any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business term of the Business or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000BBC Agreement; (d) Not make change any material amendment to any Employee Plan method of accounting or materially increase the general rates of compensation of Employeesaccounting principles or practice, except (i) as for any such change required by Law or (ii) reason of a change in the ordinary course of business of the BusinessGAAP; (e) Not incur adopt any indebtedness changes to the certificate of incorporation or guarantee any debt or other liability by- laws of any other Person that would constitute an Assumed LiabilityBuyer and similar governing instruments of its Subsidiaries; (f) Not increase the compensation payable adopt any plan or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase agreement of regular salary (not bonuses complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other compensation) in the ordinary course material reorganization of business Buyer or any of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f);its Subsidiaries; or (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt agree in writing or enter into any employee retirement or welfare benefit plan, whether or not subject otherwise to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectactions specified in this Section 8.1.

Operation of the Business. Except (i) in connection with or as a result Between the date of any matter listed or described on any Schedule this Agreement and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) Closing and except as expressly contemplated by this Agreement, the Corporation shall (and the Vendors shall cause the Corporation to), as reasonably required in order to satisfy or (iii) aid in the satisfaction of the conditions in Article 5 or as otherwise consented to directed by Parent (on behalf of itself and Purchaser) Xxxxxxxxx in writing, prior to the Closing, Seller will: and without making any commitment on Purchaser’s behalf: (a) Use reasonable efforts to keep conduct the Business intact and not take or permit to be taken or do or suffer to be done anything other than only in the ordinary course of business of subject to conduct required in direct response to the Business as presently conducted, COVID-19 pandemic and any direct consequences thereof; (b) use commercially reasonable good faith efforts to preserve intact the Business, keep intactavailable the services of its officers, to preserve employees and agents and maintain the its relations and goodwill associated with the Business suppliers, customers, landlords, creditors, employees, agents and Seller's others having business relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationshipCorporation; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance of the Acquired Assets so that they remain in substantially the same (or better) condition as on the date of this Agreement, normal wear and tear excepted; (c) Not purchaseconfer with Purchaser prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Purchaser concerning the status of the Business, operations and finances of the Corporation; (e) not make any change in or amendment to their articles of incorporation or their by-laws; (f) not issue or sell, lease or dispose ofauthorize to issue or sell, any shares in the capital of the Corporation or any other ownership interests, or issue or sell, or authorize to issue or sell, any securities convertible into, exercisable into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any leasearrangement or Contract with respect to the issuance or sale of, agreement any shares in the capital of the Corporation or any other ownership interests; (g) not split, combine, redeem or reclassify, purchase or otherwise acquire any shares in the capital of the Corporation or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien securities; (other than a Permitted Lien), h) not process any asset that would be, but for such transaction, an Acquired Asset other than in payments out of the ordinary course of business of the Business or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; business; (dj) Not make seek Purchaser approval on any material amendment payments to any Employee Plan supplier, Vendor, processor or materially increase consultant that will, in the general rates aggregate, be over $5,000.00, between the date of compensation of Employees, except this Agreement and the Closing; or (i) as required by Law not authorize any of, or (ii) in the ordinary course of business of the Business; (e) Not incur any indebtedness commit or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or agree to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of of, the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectforegoing actions.

Operation of the Business. Except From July 11, 1997 until the Closing, ------------------------- except as expressly provided otherwise in this Agreement, Buyer and its Subsidiaries shall conduct, or cause to be conducted, their business in the ordinary course consistent with past practice (including with respect to the collection of receivables, payment of payables and other liabilities, advertising activities, sales practices (including promotions, discounts and concessions), capital expenditures and inventory levels, and contributions to or accruals to or in respect of Benefit Plans). Furthermore, without limiting the generality of the foregoing, Buyer and its Subsidiaries will (i) use reasonable commercial efforts to (A) preserve intact their business organizations, (B) keep available the services of their present officers and key employees, (C) continue in connection full force and effect without modification all existing policies or binders of insurance currently maintained in respect of their business, (D) preserve their current material relationships with customers, suppliers, lenders, creditors, employees, licensors, licensees, distributors and others with whom Buyer or any of its Subsidiaries or CTSH or any of its Subsidiaries has a material business or financial relationship, including without limitation the BBC Agreement, (E) safeguard the inventory of Buyer and its Subsidiaries from theft or misappropriation and (F) maintain the books and records of Buyer and its Subsidiaries in substantially the same manner as a result of any matter listed or described on any Schedule presently maintained and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreementnot engage in any practice, take any action, fail to take any action or (iii) as otherwise consented enter into any transaction that would or would reasonably be expected to by Parent (result in any of the conditions set forth in Article 10 not being satisfied on behalf the Closing Date. In furtherance and not in limitation of itself the foregoing, Buyer covenants and Purchaser) in writingagrees that, prior to the Closing, Seller without the prior written consent of the Crown Parties, none of Buyer or its Subsidiaries will: (a) Use reasonable efforts issue, sell, transfer, pledge or otherwise dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or acquisition rights of any kind with respect to keep any shares of, capital stock of any class or series of Buyer or its Subsidiaries, other than issuances pursuant to the Business intact exercise of stock-based awards or options, including under the plans described in Section 6.13, outstanding on July 11, 1997 and not take the issuance of convertible preferred stock to investors in Buyer as contemplated in connection with transactions contemplated hereby; (b) declare, set aside or permit pay any dividend or other distribution with respect to any shares of capital stock of Buyer or any of its Subsidiaries or repurchase, redeem or otherwise acquire any amount of outstanding shares of capital stock or other equity securities of, or other ownership interests in, Buyer or any of its Subsidiaries, other than intercompany distributions and advances between wholly owned Subsidiaries; (c) enter into any Contract relating to any acquisition or disposition, or the lease, mortgage or pledge of, of any assets or business of any Person that would be taken or do or suffer reasonably likely to be done anything have a Buyer Material Adverse Effect, other than in the ordinary course of business of the Business as presently conducted, consistent with past practice and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance of the Acquired Assets so that they remain in substantially the same (or better) condition as on the date of those contemplated by this Agreement, normal wear and tear excepted; (c) Not purchaseor amend, sellmodify, lease terminate or dispose of, or enter into violate any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business term of the Business or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000BBC Agreement; (d) Not make change any material amendment to any Employee Plan method of accounting or materially increase the general rates of compensation of Employeesaccounting principles or practice, except (i) as for any such change required by Law or (ii) reason of a change in the ordinary course of business of the BusinessGAAP; (e) Not incur adopt any indebtedness changes to the certificate of incorporation or guarantee any debt or other liability by-laws of any other Person that would constitute an Assumed LiabilityBuyer and similar governing instruments of its Subsidiaries; (f) Not increase the compensation payable adopt any plan or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase agreement of regular salary (not bonuses complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other compensation) in the ordinary course material reorganization of business Buyer or any of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f);its Subsidiaries; or (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt agree in writing or enter into any employee retirement or welfare benefit plan, whether or not subject otherwise to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectactions specified in this Section 8.1.

Operation of the Business. Except From the Effective Date until the Closing, Seller Parties, except as otherwise agreed to by the Parties in writing, will (and shall cause each other Group Company to): (a) conduct the Business only in the Ordinary Course of Business, (b) use commercially reasonable efforts to 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 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 Course of Business, and (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 connection with the change in the capitalization structure of the Group Companies as set forth on Schedule 3.5(a). Without limiting the generality of this Section 5.2, Seller shall not (and Seller Parties will cause the Group Companies not to), from the Effective Date until the Closing, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer: (a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any of a result Group Company’s respective employees or Affiliates) any of its Assets (whether tangible or intangible), except for sales of inventory in the Ordinary Course of Business; (b) mortgage, pledge or subject to any Encumbrance any portion of its Assets, other than Permitted Encumbrances; (c) make, commit to make or authorize any capital expenditures, except in the Ordinary Course of Business; (d) acquire (including by merger, consolidation, license or sublicense) any interest in any Person or substantial portion of the Assets or business of any matter listed Person; (e) incur any Debt, including any refinancing of existing Debt or described increasing the outstanding obligations on any Schedule and specifically identified therein as affecting letter of credit, or assume, guarantee or endorse the operating covenants below obligations or as enter into any agreements to which maintain the relevance fiscal condition of any Person; (f) enter into, amend, modify, terminate or assign any Disclosed Contract; (g) issue, sell, pledge, dispose of, encumber or transfer the Interests, any Ownership Interests, securities convertible, exchangeable or exercisable into Ownership Interests, or warrants, or any options or other rights to acquire Ownership Interests, of any Group Company; (h) declare, set aside, or distribute any dividend or other distribution (whether payable in cash, stock, property or a combination thereof), or enter into any agreement with respect to the operating covenants below is apparent on its facevoting of the Ownership Interests of any Group Company; (i) waive, release, assign, settle or compromise any material rights or claims, or any material litigation or arbitration; (j) (i) hire or terminate any employee, manager, director or independent contractor except in the Ordinary Course of Business, (ii) increase any form of Compensation payable or to become payable to any equity holder of any Group Company or any Affiliate of any such equity holder, any current or former director, manager, or officer, employee, consultant or other service provider of a Group Company, including without limitation, any increase or change pursuant to any Company Plan, (iii) grant or increase any rights to change in control, severance, retention or termination payments or benefits to, or enter into any employment, consulting, change in control, retention or severance agreement with, any director, manager, officer, employee, consultant or other service provider of a Group Company, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Plan (other than any such acceleration, vesting or payments required pursuant to the terms of such Company Plan in connection with the Transaction contemplated herein, all of which have been provided to Buyer prior to the Effective Date, if any) or (v) establish, adopt, enter into, amend, modify or terminate any Company Plan; (k) make loans or advances to, guarantees for the benefit of, or any investments in, any Person; (l) forgive any loans to managers, directors, officers, employees or any of their respective Affiliates; (m) make any material change in accounting policies, practices, principles, methods or procedures, other than as expressly contemplated required by GAAP or changes in Law; (i) accelerate or delay collection of receivables in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, (ii) delay or accelerate payment of any Liability in advance of its due date or the date such Liability would have been paid in the Ordinary Course of Business, (iii) make any material changes to cash management policies, (iv) delay or postpone the ordinary course repair or maintenance of properties or Assets or (v) vary any inventory purchase practices in any material respect from past practices; (i) make any Tax election, settle or compromise any Action, including any claim, notice, audit report or assessment, in respect of Taxes, (ii) change any annual Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) file any amended Tax Return, (v) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, (vi) surrender any right to claim a Tax refund, or (vii) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (p) take any action for the winding up, liquidation, dissolution or reorganization of any Group Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets or revenues; (q) amend the Organizational Documents of any Group Company; (r) lay off or terminate employees that could result in Liability under the WARN Act; (s) fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage with respect to the Assets, operations, activities and Business of the Group Companies as are currently in effect; (t) take or omit to take any action that which, individually or in the aggregate, could reasonably be expected to (i) result in any representation or warranty of any Seller Party to be untrue in any material respect, result in a material breach of any covenant made by any Seller Party in this Agreement, (ii) if taken or omitted to be taken between January 1, 2020 and the Effective Date would have been required to be disclosed on Schedule 3.8 of this Agreement, or (iii) as could reasonably be expected to result in any condition set forth in Article VI not being satisfied; (u) cancel any Debt owed to any Group Company or waive any claims or rights of value; (v) request or accept any advance payments or funding from Medicare or any Governmental Authority pursuant to any CARES Act stimulus fund programs or other COVID-19 Measures, or participate in any other governmental stimulus subsidy or similar programs, without the prior written consent of Buyer; (w) utilize, transfer, pay or otherwise consented administer (and maintain accounting records associated with) cash paid, distributed or funded to by Parent any Group Company from the CARES Act Relief Fund except in strict compliance with all of the terms and conditions of the CARES Act Relief Fund program and all Legal Requirements applicable thereto, including all applicable Provider Relief Fund payment terms and conditions; or (x) agree or commit to do any of the foregoing. Seller Parties, on behalf of itself the one hand, and Purchaserthe Buyer, on the other hand, acknowledge and agree that: (a) nothing contained in writingthis Agreement shall give the Buyer, directly or indirectly, the right to control or direct any Group Company’s operations prior to the ClosingClosing Date, Seller will: (a) Use reasonable efforts to keep the Business intact and not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of business of the Business as presently conducted, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating prior to maintenance the Closing Date, each of the Acquired Assets so that they remain in substantially Group Companies and the same (or better) condition as on Buyer shall exercise, consistent with the date terms and conditions of this Agreement, normal wear complete control and tear excepted; supervision over its respective operations, and (c) Not purchase, sell, lease or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than in the ordinary course of business none of the Business or pursuant to restrictions in this Section 5.2 shall restrict the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000; (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law or (ii) in the ordinary course of business ability of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or Group Company to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); (g) Not enter into any employment Contract which would be an Assumed Contract which is not terminable at will without Purchaser incurring any liability; (h) Not adopt or enter into any employee retirement or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; or (i) Except for transactions which do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach or fail to take any action at the written request or with the prior written consent of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse EffectBuyer.

Operation of the Business. Except (iA) as set forth in connection with or as a result Section 6.1(a) of any matter listed or described on any Schedule and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its faceDisclosure Schedule, (iiB) as expressly otherwise contemplated by this Agreement, (C) the Restructuring, or (iiiD) as otherwise consented to in writing by Parent (on behalf of itself and Purchaser) in writingBuyer, prior to from the Execution Date until the Closing, Seller willshall cause the Company and the Transferred Subsidiary to: (a) Use afford to Buyer and its agents, advisors, and representatives reasonable access to the Data Room and the Company's and the Transferred Subsidiary's properties, personnel, documents, and records and shall furnish such information about the Company as Buyer shall reasonably request, all upon reasonable notice to the Company and in a manner that does not interfere in any material respect with the normal operations of the Business and the Company and the Transferred Subsidiary; (b) operate the Business in the usual and ordinary course consistent with past practice; (c) operate the Business substantially in accordance with all Environmental Laws; (d) maintain the insurance policies covering the Business as of the Execution Date (or substantially comparable replacement policies); (e) use all commercially reasonable efforts to keep preserve substantially intact its business organization, to maintain its Authorizations, rights, privileges, and immunities, and to maintain its relationships with its customers and suppliers; (f) not sell, lease, exchange, or otherwise dispose of, or grant any Lien with respect to, any of the Business intact assets of the Company or the Transferred Subsidiary, except for (i) dispositions of obsolete assets, dispositions of assets with a value, individually, less than $5,000, or in the aggregate, less than $50,000, and not take or permit to be taken or do or suffer to be done anything other than dispositions of inventories in the ordinary course of business of the Business as presently conductedconsistent with past practice, and use reasonable good faith efforts to keep intact, to preserve and maintain the goodwill associated (ii) purchase money Liens incurred in connection with the Business and Seller's relationships with the customers, suppliers, distributors, licensors and others with whom Seller has a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance original acquisition of the Acquired Assets so that they remain in substantially the same (or better) condition as on the date of this Agreement, normal wear and tear excepted; (c) Not purchase, sell, lease or dispose of, or enter into any lease, agreement or other Contract for the purchase, sale, lease or disposition of, or subject to a Lien (other than a Permitted Lien), any asset that would be, but for such transaction, an Acquired Asset other than assets in the ordinary course of business of secured by such assets with a value, individually or in the Business or pursuant to the Receivables Facility andaggregate, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000100,000, and (iii) Permitted Liens; (dg) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except [RESERVED]; (h) [RESERVED]; (i) as required not offer, sell, issue, or grant, or authorize the offering, sale, issuance, or grant of, any securities nor declare or pay or agree to declare or pay any dividends in kind (other than in connection with the Restructuring) on any Shares or the Transferred Subsidiary Shares; (j) not acquire, whether by Law merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association, or other business organization or division thereof; (k) not acquire or construct any assets or properties other than (i) any assets or properties that are not material to the Business, (ii) repairs to existing facilities or other assets (including repair of casualty losses and the application of insurance proceeds thereto) and (iii) acquisition of assets (other than capital assets) from suppliers or vendors in the ordinary course of business of the Businessand consistent with past practice; (el) Not incur not adopt any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liabilityamendments to its organizational documents; (fm) Not increase the compensation payable not (i) make any change in any of its respective methods of accounting in effect at September 30, 2003, except as may be required to comply with GAAP, (ii) make or to become payable by the Seller rescind any election relating to any Employee whose annual base compensation exceeds $100,000 Taxes (other than any election that must be made periodically and that is made consistently with past practice), or (iii) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit, or controversy relating to Taxes or any Claims, except, in each case, as may be required by Law and for matters that would not reasonably be expected to have a Material Adverse Effect with respect to the Business or the Company and the Transferred Subsidiary, taken as a whole; (n) not incur any obligations for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture, or similar instrument, and enter into any guarantees, except for normal periodic increase of regular salary (not bonuses or other compensationi) trade debt in the ordinary course of business business, and (ii) indebtedness to Affiliates of the Business Company that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f)will be settled prior to Closing; (go) Not enter into not destroy any employment Contract which would be an Assumed Contract which is not terminable books or records of the Company or of the Transferred Subsidiary or otherwise related to the Business, or remove the books and records located at will without Purchaser incurring any liabilitythe Real Property Interests; (hp) Not adopt promptly notify Buyer of any material emergency or other material change in the Business or the Assets; (q) not amend, modify or terminate any Material Contract, or otherwise waive, release or assign any material rights, claims or benefits of the Company or the Transferred Subsidiary under any Material Contract or enter into any employee retirement derivative, option, hedge or welfare benefit plan, whether or not subject to ERISA, providing for benefits to Employees; orfutures contracts; (ir) Except for transactions which not agree, resolve or commit to do not breach any covenant of Seller hereunder, not voluntarily take any action that would result in a material breach of the covenants, representations actions prohibited in Section 6.1(f) through (o) or warranties of the Seller hereunder or (q) that would, individually or together with any other such actionthe effects of which would, have a Material Adverse Effectsurvive the Closing.

Operation of the Business. Except (i) in connection with or as a result of any matter listed or described on any Schedule and specifically identified therein as affecting the operating covenants below or as to which the relevance to the operating covenants below is apparent on its face, (ii) as expressly contemplated by this Agreement, including the Pre-Closing Reorganization and the Separation Agreements, or (iii) as otherwise consented to by Parent (on behalf of itself and Purchaser) Buyer in writing, prior to between the Effective Date and Closing, Seller willthe Companies and Seller, as applicable, shall: (a) Use use efforts consistent with their past practices (but not less than commercially reasonable efforts efforts) to keep maintain the Company Business intact in compliance with applicable Laws, in good operating condition and repair consistent with past practices, and maintain insurance with respect thereto substantially as in effect on the Effective Date; (b) not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of business of the Business as presently conductedbusiness, and each Company shall use all commercially reasonable good faith efforts to keep intact, to preserve and maintain the goodwill and reputation associated with the Business Company Business, shall keep available the services of all Company Associates and Seller's independent contractors, shall use efforts consistent with their past practices (but not less than commercially reasonable efforts) to maintain their relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the customers, suppliers, distributors, licensors such Company and others with whom Seller has shall avoid taking any action that could reasonably be expected to cause or constitute a material relationship; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict Seller from paying or prepaying breach of any indebtedness for borrowed money or any intercompany obligation reflected on the Balance Sheet; (b) Continue existing practices relating to maintenance of the Acquired Assets so that they remain representations or warranties contained in substantially the same (Articles IV or better) condition as on the date of this Agreement, normal wear and tear exceptedV; (c) Not purchase, sell, lease or dispose of, or comply with all Laws and contractual obligations applicable to them and the operation of the Company Business; (d) not enter into any leasecontract or commitment (i) with any customer or (ii) with any other Person, agreement except for non-customer contracts and commitments entered into in the ordinary course that require payments of less than Ten Thousand Canadian Dollars ($10,000 CAD) in the aggregate; (e) not amend, supplement, restate or modify the Organizational Documents; (f) not issue any equity or other Contract for the purchase, sale, lease or disposition ofsecurities, or any options, warrants, rights or securities convertible into equity or other securities; (g) not pay any distributions, redeem any Equity Securities or otherwise cause any assets of a Company to be distributed to Seller or any third Person; (h) not amend, assign or terminate any Material Agreement or consent to any amendment, assignment or termination of any Material Agreement or take any steps in relation to the foregoing; ​ (i) not license, transfer, pledge, charge over, encumber, mortgage or otherwise dispose of any tangible or intangible asset, other than sales of Company Products in the ordinary course of business; (j) not cancel, amend, release, waive or compromise any debts or claims in favor of a Company; (k) not incur any Indebtedness (including under existing credit facilities or other extensions of credit) or permit any asset to become subject to a Lien (other than a Permitted Lien)any Encumbrance, any asset that would be, but for such transaction, an Acquired Asset in each case other than in the ordinary course of business of the Business or pursuant to the Receivables Facility and, with respect to the sale or disposition of a capital asset, only in respect of assets having an individual cost basis of less than $1,000business; (dl) Not make not take any action that would reasonably be expected to have a Material Adverse Effect on a Company, the US Shares, the Purchased Shares or the Company Business; (m) not institute any material amendment change in the conduct of a Company or the Company Business, in its method of purchase, sale, lease, management, marketing, operation or accounting or to management personnel; (n) except as set forth in the Company Disclosure Schedules, not increase the compensation payable to any Company Associate or independent contractor or grant to any Company Associate or independent contractor any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation (including severance, retention, termination or “change of control” benefits, whether monetary or otherwise); (o) not hire or retain any new Company Associate or independent contractor or amend any employment or engagement terms for any Company Associate or independent contractor; (p) not establish, amend, modify or terminate any other plan, program, policy or arrangement covering the Company Associates or independent contractors, including any Company Employee Plan (including granting or materially increase the general rates modifying any bonus, change of compensation of Employeescontrol or termination arrangements, whether monetary or otherwise); (q) not terminate any Company Associates or independent contractors or transfer any Company Associates or independent contractors to any other position, except in accordance with the terms of this Agreement or with the express written consent of Buyer; (ir) timely pay and contribute any cash amounts to each Company Employee Plan necessary to fully fund all of the benefit liabilities of such Company Employee Plan on a plan termination basis as of the Closing Date; (s) cooperate with Buyer and assist Buyer in identifying the Permits required by Law Buyer to operate the Company Business from and after the Closing Date and either transferring existing Permits to Buyer, where necessary and permissible, or obtaining new Permits for Buyer; (iit) not change any accounting method, practice or policy, settle or compromise any Tax Liability with any Governmental Authority or make or amend any Tax election or file any amended Tax return; ​ (u) not incur or commit to any capital expenditure or acquire any assets, properties, capital stock or business of any other Person (except for the acquisition of assets used in the ordinary course of business of the Business; (e) Not incur any indebtedness or guarantee any debt or other liability of any other Person that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increase of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(fbusiness); (gv) Not enter into upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any employment Contract which would Actions and do all other acts that may be an Assumed Contract which is not terminable at will reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without Purchaser incurring any liabilityfurther consideration; (hw) Not adopt not settle or enter into compromise any employee retirement litigation or welfare benefit plan, whether any investigation or not subject to ERISA, providing for benefits to Employeesproceeding by or before any Governmental Authority; orand (ix) Except for transactions which not agree or commit to do not breach any covenant of Seller hereunder, not voluntarily take any action that would result anything described in a material breach of the covenants, representations or warranties of the Seller hereunder or that would, individually or together with any other such action, have a Material Adverse Effectforegoing clauses (b) through (w).