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. (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, 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 (a) Sellers shallas otherwise expressly contemplated by this Agreement, and shall cause Dermagraft JV and DermEquip to(b) as disclosed in Disclosure Schedule 7.02 or as disclosed or contemplated by Disclosure Schedule Section 1.01, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employeesc) only in a manner consistent with the Budget andprior written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), (d) as otherwise required by Applicable Laws or by any Governmental Authority, or (e) as required or prohibited pursuant to a Bankruptcy Court Order or the Bankruptcy Cases or limited by restrictions or limitations under the Bankruptcy Code on Chapter 11 debtors, including limitations on Seller’s or its Subsidiaries’ ability to pay amounts relating 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 period prior to the extent permitted Petition Date and the impact of Seller filing for bankruptcy with respect to any Contract to which it or required by any of its Subsidiaries is a party, from the Bankruptcy Proceedings, Sellers shall, and date hereof until the Closing Date: (i) the Selling Entities shall cause Dermagraft JV and DermEquip to, (A) use their reasonable best efforts to continue (I) operate the Assets operated by Seller and its Subsidiaries in accordance with Seller’s operating and restructuring plan conveyed to Buyer prior to the Business date hereof and otherwise in the ordinary course of business in all material respects, (excluding II) maintain books, accounts and records relating to such Assets in accordance with past custom and practice in all material respects, and (III) maintain and preserve the Excluded Assets in good condition, subject to ordinary wear and tear, and (B) maintain with respect to the Assumed Accounts Payable (in the aggregate) Accounts Payable Days Payable Outstanding less than or equal to 28 days; and (ii) Seller will not, and will cause its Subsidiaries not to, solely with respect to the Assets or the Assumed Liabilities (except in accordance with Seller’s operating and restructuring plan conveyed to Buyer prior to the date hereof (which plan is consistent with Exhibit G) or otherwise contemplated by Exhibit G): (A) liquidate, dissolve, recapitalize, or otherwise wind up its operation of the Business; (B) terminate, cancel, materially amend or modify (other than by extension or waiver), grant a material waiver or consent with respect to or extend any Assigned Contract or Material Contract, or enter into any Contract that would be a Material Contract, except with respect to any Contract that is or would be a Material Contract under Section 5.10(a)(ii) or Section 5.10(a)(ix); (C) sell, lease, transfer, abandon, permit to lapse or expire, fail to maintain, license, assign, convey, surrender, covenant not to sue or assert with respect to, or otherwise dispose of any material 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 in each case other than (i) transfer or cause to be transferred from sales of Inventory in the Business any Employee or agent thereofordinary course of business, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers licenses 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.Intellectual

Operations Prior to the Closing Date. (a) Each of the ------------------------------------ Sellers shall, and shall cause Dermagraft JV the Company and DermEquip to, the Subsidiaries 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 and substantially as operated immediately prior to fund Dermagraft JV as required under normal practice the date of this Agreement and consistent with maintain the BudgetCompany's and each Subsidiary's books, accounts and records in the usual, regular and ordinary manner until the Closing Date. Consistent with the foregoing and with foregoing, the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and shall cause Dermagraft JV the Company and DermEquip to, the Subsidiaries to use their its reasonable best efforts consistent with good business practice to continue operating preserve 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 Properties of the Business (excluding Company and the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact Subsidiaries and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding Company and the Excluded AssetsSubsidiaries and to maintain the insurance set forth on Schedule 5.20. Without limiting the foregoing, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, the Sellers shall not ------------- (i) transfer or cause continue to be transferred from provide all services and other support to the Business any Employee or agent thereofCompany and the Subsidiaries as it provides to them as of the date of this Agreement, including providing payroll, accounting, treasury operations and other administrative operations and (ii) offer employment for make any period loans or 41 advances consistent with past practices as may be necessary to permit the Company and the Subsidiaries to operate and carry on or after the Closing Date Business in the ordinary course and substantially as operated by Sellers immediately prior to any such employee or agent regarding whom Buyer makes offers the date of employment this Agreement. The Sellers shall, and shall cause their respective Affiliates (if any)other than the Company and the Subsidiaries) to conduct their respective business relationships with the Company and the Subsidiaries only in the ordinary and usual course of business consistent with past practices; provided, however, that Sellers may offer employment to each except as otherwise contemplated by this Agreement, -------- ------- without the prior written consent of the Employees listed Buyer, 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 no event shall Sellers or any of their respective Affiliates rendering services to the Business, (other than changes madethe Company and the Subsidiaries) enter into any contracts, in commitments or arrangements with the case Company or any of employees the Subsidiaries other than officers, in accordance with normal compensation practices on terms and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding provisions which could be obtained by the Company or any such changesSubsidiary with respect to similar contracts, commitments or arrangements with third parties.