Common use of Covenants of Seller Prior to Closing Clause in Contracts

Covenants of Seller Prior to Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing Date, except as otherwise consented to or approved by Purchaser in writing, Seller covenants and agrees that: (a) Seller shall provide Purchaser and its representatives full access to all Assets, including without limitation the records relating to the ongoing clinical study of cH36 for Acute Lung Injury (“ALI Study”); shall use commercially reasonable efforts to maintain good relationships with licensors, suppliers, employees, clinical sites and others having business dealings with Seller, and shall make appropriate introductions at Seller’s various clinical sites so as to facilitate a swift and orderly transition of the ALI Study to Purchaser as soon as practicable following the Closing Date; (b) Seller shall not transfer, assign, dispose of or otherwise create any liens, pledges, hypothecations, charges or other security interests on any Assets; (c) Seller shall cause the Assets to be maintained, preserved and operated in the ordinary course of business in accordance with past practices, maintain insurance now in force with respect to the Assets and such activities, and pay or cause to be paid all costs and expenses with respect thereto; (d) Seller shall continue to conduct the Program, including without limitation the ALI Study, in the ordinary course of business; (e) Seller shall perform its obligations under the Assumed Contracts and shall not enter into any new Contract, or amend any Assumed Contract, related to Tissue Factor Antagonists or the other Assets without prior written consent of Purchaser; and (f) Seller shall maintain and, in its reasonable judgment, protect all of the Assigned Patent Rights.

Covenants of Seller Prior to Closing. During From and after the period from the date of this Agreement and continuing Effective Date until the Closing Date or earlier of the termination of this Agreement and Seller shall, or shall cause its agents or the Closing Date, except as otherwise consented to or approved by Purchaser in writing, Seller covenants and agrees thatDesignated Companies to: (a) Seller maintain, or shall provide Purchaser and its representatives full access cause to all Assetsbe maintained, including without limitation the records relating to Properties in substantially the ongoing clinical study of cH36 for Acute Lung Injury (“ALI Study”); shall use commercially reasonable efforts to maintain good relationships with licensors, suppliers, employees, clinical sites and others having business dealings with Seller, and shall make appropriate introductions at Seller’s various clinical sites so condition existing as to facilitate a swift and orderly transition of the ALI Study to Purchaser as soon as practicable following the Closing Effective Date, except for ordinary wear and tear, casualty or condemnation; (b) operate and maintain the Properties in a manner generally consistent with the manner in which Seller shall not transfer, assign, dispose of or otherwise create any liens, pledges, hypothecations, charges or other security interests on any Assetsits subsidiaries have operated the Properties prior to the Effective Date; (c) Seller shall perform, or cause their agents to perform, all obligations of tenant or lessee under the Assets Ground Leases; (d) not enter into any amendment or modification of any limited liability company agreement of any Designated Company without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole discretion; (e) not create, incur or suffer to exist any deed of trust, lien, pledge or other encumbrance in any way affecting any portion of any Property without the prior written consent of Buyer, which consent may be maintained, preserved and operated granted or withheld in the ordinary course of business in accordance with past practices, maintain insurance now in force with respect Buyer’s sole discretion; (f) continue to the Assets and such activities, and pay or cause to be paid all costs Taxes, water and expenses with respect theretosewer charges, utilities and obligations under the Contracts; (dg) Seller shall continue to conduct not transfer, sell or otherwise dispose of the ProgramProperties or any item of the Designated Companies’ personal property without the prior written consent of Buyer, including without limitation except for the ALI Studyuse and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business;; and (eh) Seller shall perform its obligations under not amend, supplement, terminate or otherwise modify any of the Assumed Contracts and shall not enter into any new Contract, or amend any Assumed Contract, related to Tissue Factor Antagonists or Ground Leases without the other Assets without prior written consent of Purchaser; and (f) Seller shall maintain andBuyer, which consent may be granted or withheld in its reasonable judgment, protect all of the Assigned Patent RightsBuyer’s sole discretion.