Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) Sellers shall, and shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice and consistent with the Budget. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from the Business any Employee or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the Business, or (iv) except for Employees who are not Transferred Employees, make any change in compensation of the employees of Sellers or any of their Affiliates rendering services to the Business, other than changes made, in the case of employees other than officers, in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changes.

Operations Prior to the Closing Date. Except as set forth below, as otherwise contemplated by this Agreement or with the written approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall (a) Sellers shall, and shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) conduct its business only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice Ordinary Course of Business and consistent with the Budget. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and shall cause Dermagraft JV and DermEquip to, (b) use their commercially reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from keep available the Business any Employee or agent thereofservices of the current officers, key employees and consultants of the Company, (ii) offer employment for any period on or after preserve the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each current relationships of the Employees listed in Section 7.4 Company with such of the Disclosure Schedule if such Employee declines employment clients, suppliers, licensors, licensees, distributors, customers, landlords, employees, agents and other Persons with Buyer or its Affiliates or Buyer which the Company has significant business relations and its Affiliates do not offer to employ such Employee, (iii) preserve substantially intact its business organization. Without limiting the generality of the foregoing, except as set forth below, as otherwise attempt to persuade contemplated by this Agreement or with the approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall not: (i) amend or otherwise change its articles of incorporation or bylaws; (ii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any Equity Interests in the Company (including any such person interest represented by Contract right); (iii) declare, set aside, make or pay any dividend or other distribution (other than (A) tax distributions consistent with past practices of the Company to terminate his enable Sellers to pay estimated Taxes and (B) other dividends payable in cash that will not result in the Closing Net Asset Value being less than the Reference Net Asset Value and with respect to which the Company has provided Buyer with prior notice) with respect to any of its Equity Interests or her relationship enter into any agreement with respect to its Equity Interests; (iv) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its Equity Interests; (A) acquire (including by merger, consolidation or acquisition of stock or assets) any Equity Interests in any Person or any division thereof or any assets, other than in the Ordinary Course of Business, (B) terminate, cancel or request any material change in, or agree to any material change in, any Company Material Contract other than in the Ordinary Course of Business, or (ivC) enter into or amend any Contract or other arrangement that, if fully performed, would not be permitted under this Section 5.3; (vi) defer the payment of any expenses beyond the date such expenses are due except in the Ordinary Course of Business; (vii) make any single capital expenditure or enter into any contract or commitment therefor in excess of $150,000; (viii) enter into or amend any contract for Employees who are the purchase or lease (as lessor or lessee) of real property or exercise any option to extend a Lease; (ix) sell, lease (as lessor), transfer or otherwise dispose of, license, mortgage or pledge or impose any Encumbrance (other than Permitted Encumbrances or Encumbrances that will be released on or before the Closing Date) on, any of its assets, in whole or in part, other than sales of inventory in the Ordinary Course of Business, personal property sold or otherwise disposed of in the Ordinary Course of Business that is obsolete or is not Transferred Employeesmaterial to its business and dividends of cash to Sellers in respect of the Shares that will not result in the Closing Net Asset Value being less than the Reference Net Asset Value and with respect to which the Company has provided Buyer with prior written notice; (x) create, incur, assume, or agree to create, incur, or assume or guarantee, any Indebtedness for Borrowed Money other than money borrowed or advanced in the Ordinary Course of Business; (xi) make any change in the compensation of the employees of Sellers or any of their Affiliates rendering services consultants to the BusinessCompany, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past practices of the Company or changes required by employment agreements identified on Schedule 3.18(a)(i) or by any Law, or otherwise change, alter or enter into any employment agreement or consulting arrangement other than in the Ordinary Course of Business; (xii) hire any new employees, agents or consultants except to replace existing employees, agents or consultants at similar compensation levels and except for any new employees hired in the Ordinary Course of Business; (xiii) (A) establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, equity incentive, option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer, employee or consultant, except to the extent required by applicable Law; or (B) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability, timing of payment or funding under any Company Plan; (xiv) make any material change in the accounting principles, methods, practices or policies applied in the preparation of the Financial Statements, unless such change is required by GAAP; (xv) waive, release, assign, settle or compromise any debt owed to the Company by any Person or any claims, other than adjustments made to Contracts with the Company’s clients in the Ordinary Course of Business that are, in the aggregate, not material to the Company, or any material Actions; (xvi) other than with respect to any Contract that has already been identified to Buyer or about which Sellers’ Representative has notified Buyer prior to the date hereof, (A) enter into any Contract that would be included in the definition of Company Material Contract or make any material modification to any existing Company Material Contract, in each case other than any Contracts or extensions that (1) have a term of one year or less, or (2) involve $150,000 or less, or are entered into or modified in the Ordinary Course of Business, or (B) enter into or make a Bid for any material Government Contract or firm fixed price Government Contract having expected profit margins that are less than 15%; (xvii) loan or advance any amount to, or enter into any Contract with, or otherwise engage in any transaction with, any director, officer or holder of an Equity Interest in the Company or any of their respective Affiliates, except for payment of salary or expenses, advancement to directors, officers or employees in the Ordinary Course of Business and Sellers shall promptly notify Buyer regarding cash dividends to Sellers; (xviii) make or change any Tax election, adopt or change any accounting method in respect of Taxes, file any Tax Return or an amendment to a Tax Return other than the Company’s corporate Income Tax Returns for all Pre-Closing Tax Periods, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes if such changeselection, adoption, change, amendment, agreement, settlement, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date, except in the Ordinary Course of Business; or (xix) revoke the Company’s election to be taxed as an S Corporation or allow any action other than the sale of the Shares pursuant to this Agreement that would result in the termination of the Company’s status as a validly electing S Corporation.

Operations Prior to the Closing Date. Except (a) Sellers shallas otherwise expressly contemplated by this Agreement, (b) as set forth on Schedule 7.02, or (c) as otherwise consented to in writing by Buyer in its sole discretion, from the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms: (i) Seller will use its reasonable best efforts to (A) operate the Facilities and shall cause Dermagraft JV other Assets operated by Seller and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, its Subsidiaries in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice and consistent with the Budget. Consistent with the foregoing and with the Budget of business in all material respects and to the extent permitted or required by the Bankruptcy Proceedingsmaintain, Sellers shall, and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from maintained, all Assets in good working order and condition (ordinary wear and tear excepted) (including, without limitation, conducting all inspections and acts of service and repair with at least the level of care and frequency required to comply with (x) manufacturer recommendations or guidelines or (y) customary industry practice for similar assets as the applicable Asset), (B) maintain books, accounts and records relating to such Assets in accordance with past custom and practice in all material respects, (C) preserve intact the business organizations of Seller and its Subsidiaries, (D) preserve its current relationships with Third Parties, including suppliers, vendors, customers, clients, contractors and others, related to the Assets or having business dealings related to the Acquired Business (including with respect to sales of products and volumes of production) and keep available the services of Company Employees, consultants and agents of the Selling Entities in connections with the services such persons provided in respect of the Assets and the Acquired Business in the ordinary course of business, and (E) comply with all Applicable Laws and Orders applicable to the Assets and Acquired Business and to give prompt notice to Buyer of any Employee notice of any material damage or agent thereof, any material Casualty Loss and any notice received or made by Seller of any claim asserting any material tort or violation of Applicable Law or any new Proceeding that (in each case) relates to such Assets or the Acquired Business; (ii) offer employment for without limiting the foregoing, Seller will not, and will cause its Subsidiaries not to: (A) liquidate, dissolve, recapitalize or otherwise wind up its operations related to the Assets; (B) terminate, cancel, materially amend or modify, grant a waiver or consent with respect to or extend any period on Material Contract, in each case other than any immaterial changes made in the ordinary course of business, or after the Closing Date enter in to any such employee Contract that could be a Material Contract; (C) violate, breach or agent regarding whom Buyer makes offers default under, or take or fail to take any action that (with or without notice or lapse of employment time or both) could reasonably constitute a violation, breach of, or default under, any material term or provision of any Acquired Contract or any Acquired Permit, including, without limitation, any payment obligations thereunder; (if anyD) sell, lease, transfer, abandon, permit to lapse, fail to maintain, exclusively license, assign or otherwise dispose of any material Assets, in each case other than in the ordinary course of business; (E) disclose any material trade secrets or know-how related to, associated with or arising from the Acquired Business or any Assets to any Person that is not subject to any confidentiality or non-disclosure agreement; (F) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material assets, securities, properties, interests or businesses for the conduct of the Acquired Business, in each case other than pursuant to existing Contracts described on Schedule 7.02(ii)(F); provided, that Sellers may offer employment to each of the Employees listed in (G) other than as permitted by Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the Business, or (iv) except for Employees who are not Transferred Employees7.02(ii)(F), make any change in compensation material loans, advances or capital contributions to, or investments in, any other Person (other than any Subsidiary of the employees of Sellers or any of their Affiliates rendering services Seller) with respect to the Business, other than changes made, advances to employees in the case ordinary course of employees other than officers, in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changes.business;

Operations Prior to the Closing Date. Except (a) Sellers shallas otherwise expressly contemplated by this Agreement, (b) as set forth on Schedule 7.02, or (c) as otherwise consented to in writing by Buyer in its sole discretion, from the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms: (i) Seller will use its reasonable best efforts to (A) operate the Facilities and shall cause Dermagraft JV other Assets operated by Seller and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, its Subsidiaries in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice and consistent with the Budget. Consistent with the foregoing and with the Budget of business in all material respects and to the extent permitted or required by the Bankruptcy Proceedingsmaintain, Sellers shall, and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from maintained, all Assets in good working order and condition (ordinary wear and tear excepted) (including, without limitation, conducting all inspections and acts of service and repair with at least the level of care and frequency required to comply with (x) manufacturer recommendations or guidelines or (y) customary industry practice for similar assets as the applicable Asset), (B) maintain books, accounts and records relating to such Assets in accordance with past custom and practice in all material respects, (C) preserve intact the business organizations of Seller and its Subsidiaries, (D) preserve its current relationships with Third Parties, including suppliers, vendors, customers, clients, contractors and others, related to the Assets or having business dealings related to the Acquired Business (including with respect to sales of products and volumes of production) and keep available the services of Company Employees, consultants and agents of the Selling Entities in connections with the services such persons provided in respect of the Assets and the Acquired Business in the ordinary course of business, and (E) comply with all Applicable Laws and Orders applicable to the Assets and Acquired Business and to give prompt notice to Buyer of any Employee notice of any material damage or agent thereof, any material Casualty Loss and any notice received or made by Seller of any claim asserting any material tort or violation of Applicable Law or any new Proceeding that (in each case) relates to such Assets or the Acquired Business; (ii) offer employment for without limiting the foregoing, Seller will not, and will cause its Subsidiaries not to: (A) liquidate, dissolve, recapitalize or otherwise wind up its operations related to the Assets; (B) terminate, cancel, materially amend or modify, grant a waiver or consent with respect to or extend any period on Material Contract, in each case other than any immaterial changes made in the ordinary course of business, or after the Closing Date enter in to any such employee Contract that could be a Material Contract; (C) violate, breach or agent regarding whom Buyer makes offers default under, or take or fail to take any action that (with or without notice or lapse of employment time or both) could reasonably constitute a violation, breach of, or default under, any material term or provision of any Acquired Contract or any Acquired Permit, including, without limitation, any payment obligations thereunder; (if anyD) sell, lease, transfer, abandon, permit to lapse, fail to maintain, exclusively license, assign or otherwise dispose of any material Assets, in each case other than in the ordinary course of business; (E) disclose any material trade secrets or know-how related to, associated with or arising from the Acquired Business or any Assets to any Person that is not subject to any confidentiality or non-disclosure agreement; (F) acquire (by merger, consolidation, acquisition of stock or assets or otherwise); provided, that Sellers may offer employment to each directly or indirectly, any material assets, securities, properties, interests or businesses for the conduct of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the Acquired Business, or in each case other than pursuant to existing Contracts described on Schedule 7.02(ii)(F); (ivG) except for Employees who are not Transferred Employeesother than as permitted by Section 7.02(ii)(F), make any change in compensation material loans, advances or capital contributions to, or investments in, any other Person (other than any Subsidiary of the employees of Sellers or any of their Affiliates rendering services Seller) with respect to the Business, other than changes madeadvances to employees in the ordinary course of business; (H) subject any of the Assets to any Encumbrances, except for Permitted Encumbrances; (I) enter into any agreement or arrangement that materially limits or otherwise restricts in any material respect the conduct of the Acquired Business or the use or saleability of the Assets or that could reasonably be expected to, after the Closing Date, limit or restrict in any material respect the Acquired Business or Buyer’s use of the Assets; (J) change its accounting methods, policies or practices, in each case as they relate to the case Assets; (K) commence, settle or propose to settle any Proceedings that could reasonably be expected to materially diminish the value of employees the Assets or impair title thereto; or (L) other than officersas required by Applicable Law or by the terms of any Seller Benefit Plan or Collective Bargaining Agreement as in effect on the date hereof, (1) grant any loan to any Company Employee or pay any bonus to any exempt Company Employee, (2) hire or promote or terminate the employment (other than for cause or due to elimination of position) of any Company Employee with annual salary in excess of $100,000, (3) grant or increase any severance, change in control, retention, termination or similar compensation or benefits to (or amend any existing severance, change in control, retention, termination or similar compensation, benefits or arrangement with) any exempt Company Employee, (4) establish, adopt, amend, or terminate any Collective Bargaining Agreement (other than as specifically contemplated under this Agreement) or Seller Benefit Plan, (5) increase the compensation, bonus or other benefits payable to any Company Employee, (6) pay to any exempt Company Employee any benefit or amount not required under any Seller Benefit Plan as in effect on the date of this Agreement, or (7) take any action to accelerate the vesting of, or payment of, any compensation or benefit under any Seller Benefit Plan; (M) except as required by Applicable Law, (1) make, revoke or change any material Tax election or method of accounting with respect to Taxes, (2) file any amended Tax Return, (3) enter into any closing agreement, (y) settle or compromise any Tax claim or assessment, or (4) consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; in each case to the extent such action could adversely affect the Assets or the Business in a Post-Closing Tax Period; (N) fail to keep in force, cancel or materially modify any Insurance Policy, except where replaced with a substantially similar policy; (O) abandon or permit to lapse any Registered Intellectual Property; (P) enter into any Contract under which any Selling Entity grants or agrees to grant to any Third Party any assignment, license, release, immunity or other right with respect to any Acquired Intellectual Property or Licensed Intellectual Property (other than non-exclusive licenses of such Intellectual Property granted to customers in the ordinary course of business); (Q) fail to maintain inventory to and including the Closing Date of a quality usable and salable in the ordinary course of business and in sufficient quantities to operate the Acquired Business as it is and has been historically conducted in all material respects; (R) take any action or fail to take any action that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (S) take any action that could cause any asset that is an Asset as of the date hereof to no longer be an Asset as of Closing, including transferring any asset that is used or held for use in connection with a Facility or the operations of a Facility to an Excluded Facility, except for the sale of inventory to a Third Party in the ordinary course of business; or (T) agree or commit to do any of the foregoing; and (iii) The Seller will deliver to the Buyer any and all (A) DIP Budgets (including DIP Budgets as updated, modified, or supplemented in accordance with normal compensation practices Section 5.12 of the DIP Credit Agreement) concurrently with delivery to the DIP Agent and consistent (B) DIP Variance Reports concurrently with past compensation practices delivery to the DIP Agent pursuant to Section 5.01(c) of the DIP Credit Agreement. For purposes of any consent by Buyer under Section 7.02(ii), (x) such consent may be requested by Seller and Sellers shall promptly notify given by Buyer regarding by email, (y) such consent request may be sent by Seller by email to Axxx Xxxxxx at axxxxxx@xxxxxxx.xxx (or any such changesother individual designated by Buyer to Seller for this purpose), each of whom is authorized to give consent hereunder on behalf of Buyer, and (z) Buyer will use commercially reasonable efforts to give or deny consent within three (3) Business Days of the request.

Operations Prior to the Closing Date. (a) During the period prior to the Closing Date, the Sellers shall, and shall cause Dermagraft JV the Company and DermEquip to, its Subsidiaries to operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) its business only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV and substantially as required under normal practice and consistent with the Budgetpresently operated. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedingsforegoing, Sellers shall, shall cause the Company and its Subsidiaries to keep and maintain the assets and properties of the Group in good operating condition and repair and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and consistent with good business practice to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities Company and Employees who are not Transferred Employees) its Subsidiaries intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities Company and Employees who are not Transferred Employees)its Subsidiaries. In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (nor permit the Company or any Subsidiary to) (i) transfer or cause to be transferred from the Business Company or any Employee Subsidiary any employee or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the BusinessCompany or any Subsidiary. (b) During the period prior to the Closing Date, or Sellers shall: (i) use all reasonable endeavors to procure that the Company amend the non-compete obligations in the employment contracts between the Company and Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxx Xxxxx to a form satisfactory to Buyer; (ii) use all reasonable endeavors to make such amendments to the website of the Group as shall be required by Buyer in order to comply with the French Internet and “Informatique et Libertés” (software and freedom) regulation; (iii) use all reasonable endeavors to obtain from the developers of the website of the Group an assignment to the Company of all Intellectual Property in relation to such website; (iv) use all reasonable endeavors to obtain from Biotest Seralc, Agensys Technology, Sybase Technology and Haema their agreement on the continuation of their softwares distribution contract after the purchase transactions contemplated by this Agreement; (v) approve the sale and transfer of the shares in GLI held by Xxxxx Xxxxxxxx to the Buyer as set out in Annex 1 of the German Transfer Deed and enter into the German Transfer Deed in due form to be agreed upon by the parties; (c) During the period prior to the Closing Date, except as expressly contemplated by this Agreement or except with the express written approval of Buyer, Sellers shall not permit the Company or any Subsidiary to: (i) amend its certificate of incorporation or by-laws; (ii) issue, grant, sell or encumber any shares of its capital stock or other securities; issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for Employees who are not Transferred Employeesthe acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the business or the operations of the Group or make any expenditure which shall exceed the amount budgeted therefor; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of ¬10,000 per individual item or ¬25,000 in the aggregate; (v) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 4.16 if in effect on the date hereof or enter into any contract which requires the consent or approval of any third party to consummate the transactions contemplated by this Agreement; or make any material modification to any existing Company Agreement or to any Governmental Permits, other than changes made in good faith to cure document deficiencies; (vi) enter into any contract for the purchase, lease (as lessee) or other occupancy of real property or for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 4.10(A) or any option to extend a lease listed in Schedule 4.10(B); (vii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company or any of the Subsidiaries to any Seller), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the assets or properties of the Group, other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (viii) cancel any debts owed to or claims held by the Group (including the settlement of any claims or litigation) other than in the ordinary course of the business consistent with past practice; (ix) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (x) accelerate or delay collection of any notes or accounts receivable 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 consistent with past practice; (xi) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (xii) allow the levels of raw materials, supplies, work-in-process or other materials included in the inventory of the Group to vary in any material respect from the levels customarily maintained; (xiii) make, or agree to make, any payment of cash or distribution of assets to any Sellers; (xiv) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of the Group; (xv) make any change in the compensation of the employees of Sellers or any of their Affiliates rendering services to the BusinessGroup, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding practices; (xvi) make any material change in the accounting policies applied in the preparation of the financial statements contained in Schedule 4.4; (xvii) prepare or file any Tax Return inconsistent with past practice or, on any such changesTax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 9.1(b) or accelerating deductions to periods for which Sellers are liable pursuant to Section 9.1(a); or (xviii) enter into any agreement or commitment to take any action prohibited by this Section 6.4.

Operations Prior to the Closing Date. (a) Sellers shall, and Seller shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employeesto be hired by Buyer pursuant to Section 8.4(a)) only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV practice except as required under normal practice and consistent with the Budgetotherwise contemplated by this Agreement. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and Seller shall cause Dermagraft JV and DermEquip to, use their its reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employeesto be hired by Buyer pursuant to Section 8.4(a)) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employeesto be hired by Buyer pursuant to Section 8.4(a)) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employeesto be hired by Buyer pursuant to Section 8.4(a)). In connection therewith, and except for Employees who are not Transferred Employeesto be hired by Buyer pursuant to Section 8.4(a), Sellers Seller shall not (i) transfer or cause to be transferred from the Business any Employee employee or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the Business. (b) Except (x) as expressly contemplated by this Agreement, (y) with the express written approval of Buyer or (z) with respect to the Excluded Assets and Excluded Liabilities, Seller shall not: (i) make any capital expenditure in excess of $25,000 in the aggregate with respect to the Business or enter into any Contract or commitment therefor; (ii) enter into any Contract for or relating to the Business that would have been required to be set forth in Sections 5.8, 5.9, 5.10 or 5.16 of the Disclosure Schedule if in effect on the date hereof, or enter into any Contract for or relating to the Business that cannot be assigned to Buyer or a permitted assignee of Buyer under Section 12.5; (iii) enter into any Contract for the purchase of real property to be used, or held for use in, or otherwise relating to the Business or exercise any option to extend a lease listed in Schedule 2.1(g); (iv) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Business to any Affiliates of Seller), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on (other than Permitted Encumbrances and Assumed Liabilities), any of the Purchased Assets, other than the sale of Inventory for fair value in the ordinary course of the Business consistent with past practice; (v) cancel any debts owed to or claims held by the Business (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (vi) enter into, or agree to enter, any sale-leaseback transactions; (vii) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates, except in the ordinary course of the Business consistent with past practice or collect or agree to collect any such receivable for over $5,000 less than the amount billed therefor; (viii) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date except in the ordinary course of the Business consistent with past practice and except for any such acceleration resulting from the Filing of which Buyer is given notice by Seller; (ix) allow the levels of raw materials, supplies, work-in-process, finished goods, packaging materials, samples and other materials included in the inventory of the Business to decline below the level necessary for the continued operation of the Business; (x) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of Seller rendering services to the Business, except in the ordinary course of the Business consistent with past practice (including, 401(k) plan increased contributions authorized by EGTRRA); (xi) except for Employees who are not Transferred Employeeshired by Buyer pursuant to Section 8.4(a), make any change in compensation of the employees of Sellers or any of their Affiliates Seller rendering services to the Business, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past compensation practices and Sellers Seller shall promptly notify Buyer regarding any such changes; or (xii) enter into any agreement or commitment to take any action prohibited by this Section 7.4.

Operations Prior to the Closing Date. (a) Sellers shall, and Seller shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV and substantially as required under normal practice and consistent with the Budgetpresently operated. Consistent with the foregoing foregoing, Seller shall keep and with maintain the Budget Purchased Assets in their present condition and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, repair (fair wear and tear excepted) and shall cause Dermagraft JV and DermEquip to, use their all reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and consistent with good business practice to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) Seller intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees)Business. In connection therewith, and except for Employees who are not Transferred EmployeesSeller shall not, Sellers shall not without the prior written approval of Buyer (i) transfer or cause to be transferred from the Business Seller any Employee employee, or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Seller other than the Remaining Employees listed in Section 7.4 without the prior written consent of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with Seller, other than for cause in the Businessordinary course of business. (b) Unless expressly contemplated by this Agreement or except with the express written approval of Buyer, or Seller shall not: (ivi) except for Employees who are not Transferred Employees, make any change in the Business or the operations of Seller; (ii) enter into any contract for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 5.10; (iii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets, other than inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (iv) allow the levels of raw materials, supplies, work-in-process or other materials included in the inventory of Seller to vary in any material respect from the levels customarily maintained in the Business; (v) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare, provident fund or other employee benefit plan with respect to employees of Seller other than changes made in accordance with normal practices and consistent with past practices in consultation with Buyer; or (vi) change the compensation of the employees of Sellers or any of their Affiliates rendering services to the BusinessSeller, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changespractice.

Operations Prior to the Closing Date. (a) Sellers shallExcept as set forth in Schedule 6.4 or as otherwise contemplated by this Agreement or consented to in writing by Buyer, each of the Seller and the Company shall (and shall cause Dermagraft JV each Subsidiary to) conduct its business in the ordinary course and DermEquip toshall use its commercially reasonable efforts to (i) preserve intact, operate in all material respects, the current business organization and carry on ongoing operations of Seller, the Business Company and the Subsidiaries (including the relationships between Seller, the Company and the Subsidiaries and their respective directors, officers, executives, and managers, although neither shall be required to pay, or promise to pay, any consideration (other than compensation to which such individuals are currently entitled as directors or employees, subject to any changes in compensation in accordance with existing compensation policies, practices or procedures) as an inducement to continue their employment with Seller, the Company or any Subsidiary); (ii) maintain relations and goodwill with suppliers, customers, landlords, employees, creditors, and movie studios with whom Seller, the Company and the Subsidiaries have relationships; (iii) perform in all material respects its obligations under the Material Contracts; (iv) maintain the properties and assets of Seller, the Company and the Subsidiaries in good repair and condition (excluding normal wear and tear); (v) maintain the Excluded Assetsinsurance policies of Seller, Excluded Liabilities the Company and Employees who are not Transferred Employees) only the Subsidiaries in a manner consistent with past practice; and (vi) pay all Taxes as such Taxes become due and payable consistent with past practice. (b) Except as set forth in Schedule 6.4 or as otherwise contemplated by this Agreement (including with respect to the Budget andContribution) or consented to in writing by Buyer (which Buyer agrees shall not be unreasonably withheld or delayed with respect to the matters set forth in clauses (vi), (x), (xi), (xii), (xv) or (xviii) of this Section 6.4(b)), Buyer agrees shall not be unreasonably withheld or delayed), Seller and the Company shall not (and shall not permit any Subsidiary to): (i) issue, sell or deliver any equity interest or any securities convertible into, options with respect to, warrants to purchase or rights to subscribe for, any equity interest; (ii) effect any recapitalization, reclassification, unit or equity interest dividend, unit split or like change in its capitalization or otherwise make any change in its capital structure; (iii) amend its Certificate of Formation or Limited Liability Company Agreement (or equivalent organizational documents); (iv) merge with or into, consolidate with or acquire all or substantially all of the stock or assets of any other Person; (v) create, incur or assume any Indebtedness, other than (x) trade payables in the ordinary course of business consistent with past practice or (y) borrowings under Seller’s, the Company’s or any of the Subsidiaries’ existing credit facilities (to the extent consistent with such amounts are to be taken into account in the Budgetcalculation of the Closing Date Payment Amount); (vi) make any material loans to any Person or advances to employees of Seller, the Company or any Subsidiary not, in the case of advances, in the ordinary course of business consistent with past practice. Sellers agree ; (vii) make any capital contributions to, or investments in, or acquire the securities of, any other Person; (viii) make any change in any accounting or auditing practice, other than those required by GAAP; (ix) make or change any material Tax election, change any annual Tax accounting period, adopt or change any material method of Tax accounting, file any amended Return, enter into any closing agreement, consent to fund Dermagraft JV as the extension or waiver of the limitations period applicable to any Tax claim or assessment, surrender any right to claim a Tax refund or take or omit to take any other action, if any such change, adoption, filing, consent, surrender, action or omission would have the effect of materially increasing the Tax liability of Seller, the Company or any of the Subsidiaries; (x) enter into any Contract of the type that would be required under normal practice and to be disclosed on Schedule 4.12(a) if entered into prior to the date hereof; (xi) terminate, cause the termination of, amend, renew or extend any Material Contract, or waive or release any material rights or claims thereunder; (xii) pay, discharge, or satisfy any material claims or Liabilities, other than in the ordinary course of business consistent with past practice, or fail to pay or otherwise satisfy (except if being contested in good faith) any material accounts payable, Liabilities, or obligations when due and payable; (xiii) create any new subsidiary; (xiv) adopt a plan of complete or partial liquidation or dissolution; (xv) make any material change in the Budget. Consistent with compensation of the foregoing directors, officers or salaried employees of Seller, the Company or any Subsidiary (other than employees who will not be Company Employees) and with except for (A) salary increases to salaried employees (other than officers and directors) made in the Budget ordinary course of business) and (B) the adoption of a retention bonus and/or severance benefit plan established by Seller for the benefit of employees of Seller, the Company or any Subsidiaries, solely to the extent permitted that all bonuses, benefits, or other amounts payable thereunder are deemed to constitute Seller Retention Obligations and are otherwise for the sole account of Parent or Seller; (xvi) dispose of or acquire any assets outside the ordinary course of business consistent with past practice; (xvii) grant any material licenses under any material Company Intellectual Property other than in the ordinary course of business; (xviii) make any change in any accounting, auditing, billing or collection practice, except as required by GAAP or Requirements of Law; (xix) make any material change to its ordinary course cash management practices; (xx) mortgage, pledge, or subject to any Encumbrance any asset or property of Seller, the Bankruptcy ProceedingsCompany or any Subsidiary, Sellers shallwhether tangible or intangible, and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts except Permitted Encumbrances; or (xxi) agree to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization do any of the Business foregoing. (excluding c) Notwithstanding anything to the Excluded Assetscontrary in this Section 6.4 (but otherwise subject to the terms of this Agreement, Excluded Liabilities including, for the avoidance of doubt, Section 6.5), Sections 6.4(a) and Employees who are not Transferred Employees6.4(b) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer in any way apply to the Retained Assets or cause to be transferred from the Business any Employee or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any)Retained Liabilities; provided, that Sellers may offer employment (i) title to each the Retained Assets and Retained Liabilities shall remain with Seller or Parent, as applicable, and (ii) any actions taken by Parent or Seller with respect to the Retained Assets and Retained Liabilities shall not interfere with the consummation of the Employees listed in Section 7.4 of transactions contemplated by this Agreement or adversely effect the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such EmployeeCompany, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the BusinessSubsidiary, or the businesses, theatres, properties, assets or liabilities thereof (iv) except for Employees who are not Transferred Employees, make any change in compensation of the employees of Sellers or any of their Affiliates rendering services to the Business, other than changes made, in the case of employees other than officers, in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changesde minimis adverse effects).

Operations Prior to the Closing Date. Except as set forth below, as otherwise contemplated by this Agreement or with the written approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall (a) Sellers shall, and shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) conduct its business only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice Ordinary Course of Business and consistent with the Budget. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and shall cause Dermagraft JV and DermEquip to, (b) use their commercially reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from keep available the Business any Employee or agent thereofservices of the current officers, key employees and consultants of the Company, (ii) offer employment for any period on or after preserve the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each current relationships of the Employees listed in Section 7.4 Company with such of the Disclosure Schedule if such Employee declines employment clients, suppliers, licensors, licensees, distributors, customers, landlords, employees, agents and other Persons with Buyer or its Affiliates or Buyer which the Company has significant business relations and its Affiliates do not offer to employ such Employee, (iii) preserve substantially intact its business organization. Without limiting the generality of the foregoing, except as set forth below, as otherwise attempt to persuade contemplated by this Agreement or with the approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall not: (i) amend or otherwise change its articles of incorporation or bylaws; (ii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any Equity Interests in the Company (including any such person interest represented by Contract right); (iii) declare, set aside, make or pay any dividend or other distribution (other than (A) tax distributions consistent with past practices of the Company to terminate his enable Sellers to pay estimated Taxes and (B) other dividends payable in cash that will not result in the Closing Net Asset Value being less than the Reference Net Asset Value and with respect to which the Company has provided Buyer with prior notice) with respect to any of its Equity Interests or her relationship enter into any agreement with respect to its Equity Interests; (iv) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its Equity Interests; (A) acquire (including by merger, consolidation or acquisition of stock or assets) any Equity Interests in any Person or any division thereof or any assets, other than in the Ordinary Course of Business, (B) terminate, cancel or request any material change in, or agree to any material change in, any Company Material Contract other than in the Ordinary Course of Business, or (ivC) enter into or amend any Contract or other arrangement that, if fully performed, would not be permitted under this Section 5.3; (vi) defer the payment of any expenses beyond the date such expenses are due except in the Ordinary Course of Business; (vii) make any single capital expenditure or enter into any contract or commitment therefor in excess of $150,000; (viii) enter into or amend any contract for Employees who are the purchase or lease (as lessor or lessee) of real property or exercise any option to extend a Lease; (ix) sell, lease (as lessor), transfer or otherwise dispose of, license, mortgage or pledge or impose any Encumbrance (other than Permitted Encumbrances or Encumbrances that will be released on or before the Closing Date) on, any of its assets, in whole or in part, other than sales of inventory in the Ordinary Course of Business, personal property sold or otherwise disposed of in the Ordinary Course of Business that is obsolete or is not Transferred Employeesmaterial to its business and dividends of cash to Sellers in respect of the Shares that will not result in the Closing Net Asset Value being less than the Reference Net Asset Value and with respect to which the Company has provided Buyer with prior written notice; (x) create, incur, assume, or agree to create, incur, or assume or guarantee, any Indebtedness for Borrowed Money other than money borrowed or advanced in the Ordinary Course of Business; (xi) make any change in the compensation of the employees of Sellers or any of their Affiliates rendering services consultants to the BusinessCompany, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past practices of the Company or changes required by employment agreements identified on Schedule 3.18(a)(i) or by any Law, or otherwise change, alter or enter into any employment agreement or consulting arrangement other than in the Ordinary Course of Business; (xii) hire any new employees, agents or consultants except to replace existing employees, agents or consultants at similar compensation levels and except for any new employees hired in the Ordinary Course of Business; (A) establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, equity incentive, option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer, employee or consultant, except to the extent required by applicable Law; or (B) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability, timing of payment or funding under any Company Plan; (xiv) make any material change in the accounting principles, methods, practices or policies applied in the preparation of the Financial Statements, unless such change is required by GAAP; (xv) waive, release, assign, settle or compromise any debt owed to the Company by any Person or any claims, other than adjustments made to Contracts with the Company’s clients in the Ordinary Course of Business that are, in the aggregate, not material to the Company, or any material Actions; (xvi) other than with respect to any Contract that has already been identified to Buyer or about which Sellers’ Representative has notified Buyer prior to the date hereof, (A) enter into any Contract that would be included in the definition of Company Material Contract or make any material modification to any existing Company Material Contract, in each case other than any Contracts or extensions that (1) have a term of one year or less, or (2) involve $150,000 or less, or are entered into or modified in the Ordinary Course of Business, or (B) enter into or make a Bid for any material Government Contract or firm fixed price Government Contract having expected profit margins that are less than 15%; (xvii) loan or advance any amount to, or enter into any Contract with, or otherwise engage in any transaction with, any director, officer or holder of an Equity Interest in the Company or any of their respective Affiliates, except for payment of salary or expenses, advancement to directors, officers or employees in the Ordinary Course of Business and Sellers shall promptly notify Buyer regarding cash dividends to Sellers; (xviii) make or change any Tax election, adopt or change any accounting method in respect of Taxes, file any Tax Return or an amendment to a Tax Return other than the Company’s corporate Income Tax Returns for all Pre-Closing Tax Periods, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes if such changeselection, adoption, change, amendment, agreement, settlement, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date, except in the Ordinary Course of Business; or (xix) revoke the Company’s election to be taxed as an S Corporation or allow any action other than the sale of the Shares pursuant to this Agreement that would result in the termination of the Company’s status as a validly electing S Corporation.

Operations Prior to the Closing Date. (a) Sellers shall, and Seller shall cause Dermagraft JV the Asset Sellers (solely with respect to the Assets and DermEquip to, the Business) and the Purchased Entities to operate and carry on the Business (excluding and operate and maintain the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, Assets in the ordinary course consistent with past practice. Sellers agree and in all material respects as operated immediately prior to fund Dermagraft JV as required under normal practice and consistent with the Budgetdate of this Agreement. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedingsforegoing, Sellers shall, and Seller shall cause Dermagraft JV and DermEquip to, use their its reasonable best efforts to continue operating cause the Business (excluding the Excluded AssetsCompanies to preserve intact their operations, Excluded Liabilities Governmental Permits, physical facilities, working conditions and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill and available services of and relationships with the manufacturers, suppliers, contractors, licensors, licensees, officers, employees, customers, distributors and others having business relations with the Business Purchased Entities or, in the case of the Asset Seller, with the Business. (excluding b) Notwithstanding SECTION 7.4(A), except as set forth in SCHEDULE 7.4, except as expressly contemplated by this Agreement or except with the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers prior express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld, delayed or conditioned), Seller shall not permit the Asset Sellers (solely with respect to the Assets and the Business) or the Purchased Entities to: (i) transfer or cause to be transferred from make any material change in the Business or their operations or any Employee other change that would reasonably be expected to harm in any material respect their operations, physical facilities, working conditions or agent thereofbusiness organizations and their respective relationships with suppliers, contractors, licensors, licensees, officers, employees, customers, distributors and others having business relations with the Companies, except such changes as may be required to comply with any applicable Requirements of Law; (ii) offer employment for purchase or otherwise acquire or lease or license from a Third Party any period on assets or after make any Capital Expenditures, in each case that are material, individually or in the Closing Date aggregate, to any such employee the Business as a whole (other than (A) purchases of inventory or agent regarding whom Buyer makes offers merchandise in the ordinary course of employment business consistent with past practice; (if any); providedB) Capital Expenditures contemplated by the Business's fiscal 2005 capital budget or annual operating plan or fiscal 2006 capital budget, that Sellers may offer employment to each of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer annual operating plan or its Affiliates or Buyer long range plan made available to Buyer; (C) Capital Expenditures required by any Governmental Body and its Affiliates (D) such Capital Expenditures not covered by CLAUSES (A) through (C) above that do not offer to employ such Employee, exceed $1 million in the aggregate); (iii) otherwise attempt to persuade any such person to terminate his create, incur, guarantee or her relationship with the Businessassume, or agree to create, incur, guarantee or assume, any Debt from Third Parties (other than money borrowed or advances from any of its Affiliates in the ordinary course of business consistent with past practice); (iv) transfer, sell, lease, assign, license, abandon or otherwise dispose of any assets or property, tangible or intangible, in each case, for consideration in excess of $100,000 individually and up to $250,000 in the aggregate (other than sales of inventory or merchandise in the ordinary course of business consistent with past practice and other than cash prior to the Closing Date); (v) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, retention, insurance, pension, retirement, medical, hospital, disability, welfare or other Employee Benefit Plan or Required Plan payable or to become payable to the Employees of the Business (including any acceleration of vesting of benefits) or adopt or amend any such Employee Benefit Plans (or similar plans, programs or arrangements) or pay any benefits not otherwise due, other than as required by any such plan or Requirements of Law, except in accordance with the Retention Agreements; or institute any increase (other than in the ordinary course of business consistent with past practice) in any bonus or incentive compensation payable with respect to any Key Independent Agent; (vi) except in the ordinary course of business consistent with past practice (but not in excess of 5% of existing compensation or benefits), grant to any Key Employee or any Key Independent Agent any increase in compensation or other material benefits (including any retention agreements), or grant to any Employee of the Business who is not a Key Employee any material increase in compensation or other material benefits, except as may be required under agreements or the bonus plans existing on the date hereof or in accordance with the Retention Agreements; (vii) enter into or amend any collective bargaining agreement; (viii) acquire by merger or consolidation with, or by purchase of or investment in, any amount of the Capital Stock or assets of, any business or any Person or division thereof; (ix) enter into any transaction or Contract which is not in the ordinary course of business consistent with past practice; (x) terminate or waive compliance with any material terms of any Business Agreement or materially and adversely modify or amend any Business Agreement; (xi) make or change any tax election for Employees who any Purchased Entity, settle or compromise any audit or Action for any Purchased Entity, change any method of accounting or enter into any arrangements with respect to Taxes which are not Transferred Employeesbinding with respect to post-Closing Taxable periods for any Purchased Entity, change the Tax status of any Purchased Entity for U.S. federal or other Tax purpose including through a "check 62 the box" election or otherwise or change the structure or the ownership of the Purchased Entities; (xii) except as required by GAAP, make any change in compensation credit practices or methods of maintaining books, accounts or business records or accounting policies, practices, principles or the methods by which such policies, practices or principles are applied for tax or financial reporting purposes; (xiii) create any new Encumbrance (other than Permitted Encumbrances) on any material asset; (xiv) amend the certificates of incorporation or bylaws or similar organizational documents of any Purchased Entity; (xv) enter into any joint venture or other similar agreement or arrangement; (xvi) repurchase, redeem or otherwise acquire outstanding Securities, or split, combine, or otherwise similarly change the outstanding shares of the employees Securities, or authorize the creation or issuance of, or issue or sell any shares of Sellers or give any Person any right to acquire from them, any shares of their Affiliates rendering services any Purchased Entity's Capital Stock, or declare, set aside or pay any dividend or distribution with respect to the Capital Stock of any Purchased Entity other than dividends, or distributions payable in cash; (xvii) make any loan, advance or capital contributions to any Person involving an aggregate amount in excess of $50,000; (xviii) fail to promptly pay and discharge any current Liabilities when due, except for current Liabilities that are disputed in the ordinary course of business consistent with past practice in good faith; (xix) enter into any intercompany Contract or amend any existing intercompany Contract (other than to effect the provisions of SECTION 7.6) in a manner adverse to the Business; (xx) close any of the manufacturing facilities of the Business; (xxi) adopt, enter into or amend any employment, consulting, severance, change in control, compensation or similar agreement, or incentive plan, severance plan, bonus plan, stock, stock option or similar plan, or any other employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of any Purchased Entity or any Business Asset Employee; (xxii) settle or compromise any Action that restricts the operation of the Business after Closing; (xxiii) transfer, sell, lease, assign, pledge, license or otherwise dispose of to any Person other than changes made, a Company or encumber any Company Intellectual Property; (xxiv) reclassify any Key Independent Agent as an employee of the Business; or (xxv) agree to do or permit any of the foregoing or make any agreement or commitment which will result in or cause to occur a violation of any of the case of employees other than officers, items contained in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changesCLAUSES (I) through (XXIV).

Operations Prior to the Closing Date. (a) Sellers shall, and Seller shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV and substantially as required under normal practice and consistent with the Budgetpresently operated. Consistent with the foregoing foregoing, Seller shall keep and with maintain the Budget Purchased Assets in their present condition and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, repair (fair wear and tear excepted) and shall cause Dermagraft JV and DermEquip to, use their all reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and consistent with good business practice to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) Seller intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees)Business. In connection therewith, and except for Employees who are not Transferred EmployeesSeller shall not, Sellers shall not without the prior written approval of Buyer (i) transfer or cause to be transferred from the Business Seller any Employee employee, or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Seller other than the Remaining Employees listed in Section 7.4 without the prior written consent of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with Seller, other than for cause in the Businessordinary course of business. (b) Unless expressly contemplated by this Agreement or except with the express written approval of Buyer, or Seller shall not: (ivi) except for Employees who are not Transferred Employees, make any change in the Business or the operations of Seller; (ii) enter into any contract for the sale of any Owned Real Property or exercise any option to purchase real property listed in Schedule 5.10; (iii) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets, other than inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (iv) allow the levels of raw materials, supplies, work-in-process or other materials included in the inventory of Seller to vary in any material respect from the levels customarily maintained in the Business; (v) institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare, provident fund or other employee benefit plan with respect Table of Contents to employees of Seller other than changes made in accordance with normal practices and consistent with past practices in consultation with Buyer; or (vi) change the compensation of the employees of Sellers or any of their Affiliates rendering services to the BusinessSeller, other than changes made, in the case of employees other than officers, made in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changespractice.