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

Operations Prior to the Closing Date. Welichem shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the ordinary course and substantially as presently operated. Notwithstanding the foregoing, except with the prior written consent of GSK, Welichem shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any action that could reasonably be expected to a Material Adverse Change to the Purchased Assets.

Operations Prior to the Closing Date. Welichem shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the ordinary course and substantially as presently operated. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, except with the prior written consent of GSK, Welichem shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any action that could reasonably be expected to a Material Adverse Change to the Purchased Assets.

Operations Prior to the Closing Date. Welichem shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the ordinary course and substantially as presently operated. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Notwithstanding the foregoing, except with the prior written consent of GSK, Welichem shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any action that could reasonably be expected to a Material Adverse Change to the Purchased Assets.

Operations Prior to the Closing Date. Welichem (a) The Company shall operate and carry on its business in the Ordinary Course of Business including, without limitation, the processing of cash receipts and disbursements. The Company shall use best all commercially reasonable efforts consistent with good business practice to cause Celestial preserve its goodwill, prospects, rights, properties, assets and BWTP business, and to operate preserve and carry on protect the development activities only in the ordinary course Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and substantially as presently operated. Notwithstanding the foregoing, except prospective relationship with the prior written consent of GSKGirl Scouts Councils with whom it has a Contract, Welichem shall not, relating to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development sale of the Purchased Assets;cookies thereto. (b) violateNotwithstanding SECTION 5.6(a), terminateexcept as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), amendthe Company shall not, extendexcept as allowed on SCHEDULE 5.6: (i) other than is required pursuant to applicable Laws, renewtake any act listed in subparagraph (a) through (j) of SECTION 3.8; or (ii) other than in the Ordinary Course of Business, assign enter into or otherwise modifyterminate any Material Contract; (iii) not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; PROVIDED, breachHOWEVER, default notwithstanding anything herein to the contrary, the Company shall be entitled to (i) distribute or waive any forgive the promissory note received from Parent in respect of the terms Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the [***] Funding AgreementFriday prior to the Closing Date; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course of Business; (v) engage in the offering of special programs whether written or oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in the future other than in the Ordinary Course of Business; or (vi) enter into or issue letter of credit guarantees in connection with route man loans other than in the Ordinary Course of Business. (c) permit As of the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance onClosing Date, any of net intercompany receivables, payables, loans and any other corporate charges then existing between the Purchased Assets; Company, Parent and any affiliate (fexcluding the Company's Subsidiaries) fail to maintain any Registration, shall be settled or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; forgiven (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any implementing whichever action that could reasonably be expected to a Material Adverse Change is most tax advantageous to the Purchased AssetsCompany) and any intercompany agreement between such parties shall be terminated.

Operations Prior to the Closing Date. Welichem (a) From the date of this Agreement to the Closing Date, except as otherwise expressly required by this Agreement or any Ancillary Agreement, for matters identified on Section 7.1(a) of the Business Disclosure Schedule or with the prior written approval of Buyer (which shall operate and carry on not be unreasonably withheld, conditioned or delayed), Seller (x) shall, and shall use best efforts to cause Celestial and BWTP to its Affiliates to, operate and carry on the development activities only Business in the ordinary course Ordinary Course of Business, including using reasonable best efforts to (A) preserve the relationships and substantially as presently operated. Notwithstanding goodwill of the foregoingBusiness and HRS with Governmental Bodies, except employees, policyholders, contractholders, beneficiaries, customers, Distributors, mutual fund organizations and others having business relations with the prior written consent Business and (B) keep available the services of GSK, Welichem the Business Employees and (y) shall not, and shall cause its Affiliates not to: (i) permit any change or amendment (whether by merger, consolidation or otherwise) to the organizational documents of HRS; (ii) sell, transfer, pledge, dispose of or encumber any Equity Interest in HRS or permit HRS to issue Equity Interests or securities of HRS or grant options, warrants, calls or other rights to purchase or otherwise acquire any Equity Interest or securities of HRS; (iii) effect any recapitalization, reclassification or other change in the capitalization of HRS; (iv) (A) declare, set aside or pay any non-cash dividends, or make any other non-cash distributions, in respect of any Equity Interest or other securities of HRS or (B) declare, set aside or pay any cash dividends or make any cash distributions in respect of any Equity Interest or other securities of HRS except, solely in the case of this clause (B), (1) in compliance with Applicable Law and all Contracts to which HRS is a party and (2) following written notice by Seller to Buyer of its intention to take such action at least three (3) Business Days prior to the declaration, setting aside or payment of any such cash dividends or making of any such cash distributions; (v) repurchase, redeem, repay or otherwise acquire any Equity Interest or other securities of HRS; (vi) make any capital contribution or investment in HRS; (vii) permit HRS to incur any Indebtedness or permit HRS to assume, grant, guarantee, endorse or otherwise become responsible for, the Liabilities of any other Person or make any loans, advances or capital contributions to, or investments in, any other Person, in each case, other than intercompany obligations in the Ordinary Course of Business that will be settled at or prior to the Closing in accordance with Section 8.6(b); (viii) enter into, or amend or modify any material terms or conditions of, or waive any rights under, any Material Contract (or any Contract that, if entered into prior to the date of this Agreement, would have been a Material Contract), or consent to the termination of (other than at its stated expiry date) any Material Contract; (ix) institute any new or increase or accelerate the vesting or payment of any amounts or benefits under any Employee Benefit Plan, other than (A) as required by the terms of any such Employee Benefit Plan in effect on the date hereof or Applicable Law, (B) such actions that do not affect any Business Employees, or (C) such actions in the Ordinary Course of Business that apply to substantially all similarly situated employees of Seller and its Affiliates; (x) increase the base salary, incentive compensation or benefits of any Business Employee, other than changes for Business Employees below the Assistant Vice President level in the Ordinary Course of Business or changes made pursuant to contractual commitments in effect on the date hereof; (xi) hire any Business Employee with a title of Assistant Vice President or more senior or, other than in the Ordinary Course of Business, terminate the employment of any Business Employee having a title of Assistant Vice President or more senior, other than for cause; (xii) settle or compromise any Action relating to the Business or otherwise against HRS, other than any such settlement or compromise that is solely a monetary settlement; provided that Seller promptly provides Buyer with reasonable notice prior to any such settlement or compromise; (xiii) waive any claim or rights of, or cancel any debts to, HRS or, to the extent related to any Ex-China Assets in the Ex-China TerritoryBusiness, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: Seller or its Affiliates (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessorother than HRS), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asseteach case, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (hxiv) institutepay, discharge, compromise or satisfy any Assumed Liabilities, other than (A) payment, discharge, compromise or satisfaction in the Ordinary Course of Business or (B) payment, discharge or satisfaction in accordance with the terms of the Assumed Liabilities to the extent specifically recorded as a liability in the Reference Date Financial Statements; (xv) voluntarily subject any Acquired Asset or the assets of HRS to any Encumbrance or voluntarily permit or suffer such to exist, other than, in each case, Permitted Encumbrances; (xvi) (A) acquire or dispose of any asset or property of HRS or any asset or property that presently constitutes, or at Closing would constitute, part of the Acquired Assets, other than in the Ordinary Course of Business, or (B) make any capital expenditure with respect to any such asset or property for which the aggregate consideration paid or payable in any individual transaction is in excess of fifty thousand dollars ($50,000) or in the aggregate for all such transactions in excess of two hundred and fifty thousand dollars ($250,000); (xvii) enter into any reinsurance, retrocession or other similar Contract under which any risks under a Covered Insurance Policy would be ceded or reinsured; (xviii) in respect of HRS, the Business or the Acquired Assets (A) make, revoke or change any material Tax election or settle or compromise any material Tax Liability, claim or assessment or agree to settle an extension or waiver of the limitation period to any actionmaterial Tax claim or assessment or grant any power of attorney with respect to Taxes or enter into any material closing agreement with respect to any Tax or surrender any material right to claim a Tax refund, hearing(B) adopt or materially change any accounting method for Tax purposes or otherwise, claimor (C) file any amended U.S. federal, grievance state, or foreign income Tax Return or any other proceeding material amended Tax Return, in each case, except to the extent required after the date hereof by any concurrent change in Applicable Law; (xix) in respect of HRS, the Business or before the Acquired Assets (A) make any changes in any material respect in, or waive the application in any material respect of, the methods, policies or principles in effect on the date hereof with respect to reserving, hedging, underwriting, investing, risk management, reinsurance, marketing or claims administration or (B) adopt any new reserving, hedging, underwriting, investing, risk management, reinsurance, marketing or claims administration methods, policies or principles, in each case, except to the extent required after the date hereof by any concurrent change in Applicable Law, SAP or GAAP, as applicable; (xx) make any changes in any material respect in, or waive the application in any material respect of, the methods, policies, practices or principles (A) of HRS or (B) used in connection with the Business, in each case, in effect on the date hereof with respect to accounting methodology, except to the extent required after the date hereof by any concurrent change in Applicable Law, SAP or GAAP, as applicable; (xxi) make any filing with any Governmental Authority Body relating to (A) the withdrawal or surrender of any Seller Permit or (B) the withdrawal by Cedant from any lines or kinds of business relating to the Business; (xxii) cease providing or materially modify (including as to timing, form and amount) any material services to HRS or the Business that creates are provided to HRS or imposes the Business as of the date hereof; (xxiii) amend or modify any continuing obligation terms or restriction conditions of, or consent to the termination of (other than at its stated expiry date), any Assigned Lease; (xxiv) except as otherwise expressly required by Applicable Law or in the Ordinary Course of Business, amend any Covered Insurance Policies or related Contracts in connection with any Plan; (xxv) undertake any of the actions set forth on Section 7.1(a)(xxv) of the Purchased AssetsBusiness Disclosure Schedule; or (xxvi) agree or commit to do any of the foregoing. (b) Nothing in this Section 7.1 shall be deemed to: (i) take limit the transfer of Excluded Assets or omit Excluded Liabilities; (ii) limit the transfer of investment assets beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by HRS from HRS to take Seller or its other Affiliates prior to the Closing; or (iii) other than Section 7.1(a)(xxv), prohibit Seller and its Affiliates from entering into, amending, or waiving any action that could reasonably be expected to rights under any Contract (other than a Material Adverse Change Contract or any Contract that, if entered into prior to the Purchased Assetsdate of this Agreement, would have been a Material Contract) between Seller and its Affiliates (including HRS), on the one hand, and any Plan sponsor, Plan trustee or other non-affiliated third-party administrator on behalf of a Plan, on the other hand, in the Ordinary Course of Business.

Operations Prior to the Closing Date. Welichem (a) Seller shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities Business only in the ordinary course and substantially as presently operated. Notwithstanding Consistent with the foregoing, except Seller shall keep and maintain the Purchased Assets in their present condition and repair (fair wear and tear excepted) and shall use all reasonable efforts consistent with good business practice to maintain the business organization of Seller intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, distributors and others having business relations with the Business. In connection therewith, Seller shall not, without the prior written approval of Buyer (i) transfer or cause to be transferred from Seller any employee, or (ii) offer employment after the Closing Date to any employee of the Seller other than the Remaining Employees without the prior written consent of GSKBuyer (iii) otherwise attempt to persuade any such person to terminate his or her relationship with Seller, Welichem other than for cause in the ordinary course of business. (b) Unless expressly contemplated by this Agreement or except with the express written approval of Buyer, Seller shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (ai) make any change in the Purchased Assets Business or the development operations of the Purchased AssetsSeller; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (dii) enter into any contract to license any of Intellectual Property contained in for the Purchased Assets or renew, extend, expand, or otherwise amend the terms sale of any existing license Owned Real Property or Encumbrance on the Intellectual Property contained exercise any option to purchase real property listed in the Purchased AssetsSchedule 5.10; (eiii) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial from Seller or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of business the Business consistent with past practicepractice and other than Permitted Encumbrances; (hiv) instituteallow the levels of raw materials, settle or agree to settle any actionsupplies, hearing, claim, grievance work-in-process or other proceeding by 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 before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assetsother 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 (ivi) take or omit to take any action that could reasonably be expected to a Material Adverse Change to change the Purchased Assetscompensation of the employees of Seller, other than changes made in accordance with normal compensation practices and consistent with past compensation practice.

Operations Prior to the Closing Date. Welichem (a) Seller shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities Business only in the ordinary course and substantially as presently operated. Notwithstanding Consistent with the foregoing, except Seller shall keep and maintain the Purchased Assets in their present condition and repair (fair wear and tear excepted) and shall use all reasonable efforts consistent with good business practice to maintain the business organization of Seller intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, distributors and others having business relations with the Business. In connection therewith, Seller shall not, without the prior written approval of Buyer (i) transfer or cause to be transferred from Seller any employee, or (ii) offer employment after the Closing Date to any employee of the Seller other than the Remaining Employees without the prior written consent of GSKBuyer (iii) otherwise attempt to persuade any such person to terminate his or her relationship with Seller, Welichem other than for cause in the ordinary course of business. (b) Unless expressly contemplated by this Agreement or except with the express written approval of Buyer, Seller shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (ai) make any change in the Purchased Assets Business or the development operations of the Purchased AssetsSeller; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (dii) enter into any contract to license any of Intellectual Property contained in for the Purchased Assets or renew, extend, expand, or otherwise amend the terms sale of any existing license Owned Real Property or Encumbrance on the Intellectual Property contained exercise any option to purchase real property listed in the Purchased AssetsSchedule 5.10; (eiii) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial from Seller or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of business the Business consistent with past practicepractice and other than Permitted Encumbrances; (hiv) instituteallow the levels of raw materials, settle or agree to settle any actionsupplies, hearing, claim, grievance work-in-process or other proceeding by 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 before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assetsother 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 (ivi) take or omit to take any action that could reasonably be expected to a Material Adverse Change to change the Purchased Assetscompensation of the employees of Seller, other than changes made in accordance with normal compensation practices and consistent with past compensation practice.