Common use of Affirmative Obligations Clause in Contracts

Affirmative Obligations. During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each of NPS and Enzon, and each of its respective Subsidiaries shall, except as otherwise expressly contemplated by this Agreement or to the extent that the other party hereto shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present executive officers and Key Employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, development partners and others with which it has business dealings. In addition, without limiting the generality of the foregoing, each of NPS and Enzon shall (i) continue its course of action and strategies with respect to any state and federal regulatory approval for any pharmaceutical product or compound, including the continuation of any clinical and pre-clinical studies, meeting with FDA officials or officials of any other Governmental Authority, taking steps as necessary to obtain and maintain all necessary approvals from the FDA or any other Governmental Authority, and the filing of all necessary and appropriate submissions to FDA or any other Governmental Authority and (ii) file (or cause to be filed) at its own expense, on or prior to the due date thereof, all Tax Returns required to be filed for all Tax periods ending on or before the Effective Time; provided, however, that neither NPS on the one hand, and Enzon, on the other, shall file or amend any Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state, provincial or local sales, use, goods and services, property, withholding or employment tax returns or statements) for any Tax period without prior approval of the other, which approval shall not be unreasonably withheld or delayed. Enzon or NPS, as the case may be, shall provide the other with a copy of appropriate workpapers, schedules, drafts and final copies of each federal, state and provincial income Tax Return or election of Enzon or NPS (including returns of all employee benefit Plans), as the case may be, at least ten (10) days before filing such return or election or making such amendment and shall reasonably cooperate with any request by Enzon or NPS, as the case may be, in connection therewith.

Affirmative Obligations. During Except (a) as expressly contemplated by this Agreement, (b) as set forth in the Company Disclosure Letter, (c) as required by applicable Law, or (d) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within (x) five (5) Business Days after a written request by the Company for such consent or (y) one (1) Business Day after a written request by the Company for such consent that states that such request is being made in response to an emergency or exigent circumstance), during the period from the date hereof execution and continuing delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to its terms or Article VIII and the Effective Time, each of NPS and Enzonthe Company shall, and shall cause each of its respective Subsidiaries shallto, except as otherwise expressly contemplated by this Agreement or to the extent that the other party hereto shall otherwise consent in writing, carry on use its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use commercially reasonable efforts consistent with past practices and policies to (i) preserve intact maintain its present business organizationexistence in good standing pursuant to applicable Law, (ii) keep available preserve intact in all material respects its material assets, properties and Material Contracts, (iii) conduct its business in all material respects in the services ordinary course of its present executive officers and Key Employeesbusiness, and (iiiiv) preserve intact in all material respects its significant commercial relationships with customersthird parties; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.2; provided, further, that, in each case and so long as the Company has consulted with Parent and considered in good faith any recommendations of Parent, the Company and its Subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures, including to (A) protect the health and safety of the Company’s and its Subsidiaries’ employees, suppliers, licensors, licensees, development partners and others other individuals having business dealings with which it has business dealings. In addition, without limiting the generality of the foregoing, each of NPS Company and Enzon shall its Subsidiaries or (iB) continue its course of action and strategies with respect respond to any state and federal regulatory approval for any pharmaceutical product third-party supply or compound, including the continuation of any clinical and pre-clinical studies, meeting with FDA officials or officials of any other Governmental Authority, taking steps as necessary to obtain and maintain all necessary approvals from the FDA service disruptions caused by COVID-19 or any other Governmental Authority, and the filing of all necessary and appropriate submissions to FDA or any other Governmental Authority and (ii) file (or cause to be filed) at its own expense, on or prior to the due date thereof, all Tax Returns required to be filed for all Tax periods ending on or before the Effective Time; provided, however, that neither NPS on the one hand, and Enzon, on the other, shall file or amend any Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state, provincial or local sales, use, goods and services, property, withholding or employment tax returns or statements) for any Tax period without prior approval of the other, which approval shall not be unreasonably withheld or delayed. Enzon or NPS, as the case may be, shall provide the other with a copy of appropriate workpapers, schedules, drafts and final copies of each federal, state and provincial income Tax Return or election of Enzon or NPS (including returns of all employee benefit Plans), as the case may be, at least ten (10) days before filing such return or election or making such amendment and shall reasonably cooperate with any request by Enzon or NPS, as the case may be, in connection therewith.COVID-19

Affirmative Obligations. During the period from the date hereof Agreement Date and continuing until the earlier of the valid termination of this Agreement pursuant to its terms Section 9.1 or the First Effective TimeTime (such period, each of NPS and Enzon, and each of its respective Subsidiaries shallthe “Pre-Closing Period”), except as otherwise expressly contemplated by this Agreement or to the extent that the other party hereto Parent shall otherwise consent in writing, carry on the Company shall conduct the business of Company and its business Subsidiaries in the usual, regular and ordinary course, course and in substantially the same manner as heretofore conductedconducted (including maintaining working capital and cash management practices, collecting receivables, paying payables (including the writing and mailing of checks with respect thereto) and booking sales), pay all Taxes of the Company and its Subsidiaries when due (subject to Parent’s review and consent to the filing of Tax Returns, as set forth in Section 4.2(p)), pay or perform all other obligations of the Company and its Subsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Legal Requirement), and, to the extent consistent with such business, use commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its the present business organizationorganizations of the Company and its Subsidiaries, (ii) keep available the services of, and not give notice of its revocation or termination to any of, the present executive officers and Key EmployeesEmployees of the Company and its Subsidiaries (other than terminations of non-officer Employees for cause), preserve the assets (including intangible assets) and (iii) properties of the Company and its Subsidiaries and preserve the relationships of the Company and its relationships Subsidiaries with customers, suppliers, distributors, licensors, licensees, development partners and others having business dealings with which it has business dealings. In additionthem, without limiting all with the generality goal of preserving unimpaired the goodwill and ongoing businesses of the foregoing, each of NPS Company and Enzon shall (i) continue its course of action and strategies with respect to any state and federal regulatory approval for any pharmaceutical product or compound, including the continuation of any clinical and pre-clinical studies, meeting with FDA officials or officials of any other Governmental Authority, taking steps as necessary to obtain and maintain all necessary approvals from the FDA or any other Governmental Authority, and the filing of all necessary and appropriate submissions to FDA or any other Governmental Authority and (ii) file (or cause to be filed) Subsidiaries at its own expense, on or prior to the due date thereof, all Tax Returns required to be filed for all Tax periods ending on or before the Effective Time; provided, however, that neither NPS on the one hand, and Enzon, on the other, shall file or amend any Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state, provincial or local sales, use, goods and services, property, withholding or employment tax returns or statements) for any Tax period without prior approval of the other, which approval shall not be unreasonably withheld or delayed. Enzon or NPS, as the case may be, shall provide the other with a copy of appropriate workpapers, schedules, drafts and final copies of each federal, state and provincial income Tax Return or election of Enzon or NPS (including returns of all employee benefit Plans), as the case may be, at least ten (10) days before filing such return or election or making such amendment and shall reasonably cooperate with any request by Enzon or NPS, as the case may be, in connection therewithTimes.

Affirmative Obligations. During the period from the date hereof of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms Section 9.1 or the Effective TimeTime (such period, each of NPS and Enzon, and each of its respective Subsidiaries shallthe “Pre-Closing Period”), except as otherwise expressly contemplated by this Agreement or to the extent that the other party hereto Parent shall otherwise consent in writing, carry on the Company shall conduct the business of Company and its business Subsidiaries in the usual, regular and ordinary course, course and in substantially the same manner as heretofore conductedconducted (including maintaining working capital and cash management practices, collecting receivables, paying payables (including the writing and mailing of checks with respect thereto) and booking sales), pay all Taxes of the Company and its Subsidiaries when due (subject to Parent’s review and consent to the filing of amended Tax Returns, as set forth in Section 4.2(p)), pay or perform all other obligations of the Company and its Subsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Legal Requirement), and, to the extent consistent with such business, preserve intact the present business organizations of the Company and its Subsidiaries, use commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of, and not give notice of its revocation or termination to any of, the present executive officers and Key EmployeesExecutives of the Company and its Subsidiaries (other than those to whom Parent does not make an offer), preserve the assets (including intangible assets) and (iii) properties of the Company and its Subsidiaries and preserve the relationships of the Company and its relationships Subsidiaries with customers, suppliers, distributors, licensors, licensees, development partners and others having business dealings with which it has business dealings. In additionthem, without limiting all with the generality goal of preserving materially unimpaired the goodwill and ongoing businesses of the foregoing, each of NPS Company and Enzon shall (i) continue its course of action and strategies with respect to any state and federal regulatory approval for any pharmaceutical product or compound, including the continuation of any clinical and pre-clinical studies, meeting with FDA officials or officials of any other Governmental Authority, taking steps as necessary to obtain and maintain all necessary approvals from the FDA or any other Governmental Authority, and the filing of all necessary and appropriate submissions to FDA or any other Governmental Authority and (ii) file (or cause to be filed) Subsidiaries at its own expense, on or prior to the due date thereof, all Tax Returns required to be filed for all Tax periods ending on or before the Effective Time; provided, however, that neither NPS on the one hand, and Enzon, on the other, shall file or amend any Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state, provincial or local sales, use, goods and services, property, withholding or employment tax returns or statements) for any Tax period without prior approval of the other, which approval shall not be unreasonably withheld or delayed. Enzon or NPS, as the case may be, shall provide the other with a copy of appropriate workpapers, schedules, drafts and final copies of each federal, state and provincial income Tax Return or election of Enzon or NPS (including returns of all employee benefit Plans), as the case may be, at least ten (10) days before filing such return or election or making such amendment and shall reasonably cooperate with any request by Enzon or NPS, as the case may be, in connection therewithTimes.