Common use of Conduct of Business Prior to the Closing Clause in Contracts

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from Between the date hereof until of this Agreement and the earlier of the Closing DateDate and the termination of this Agreement pursuant to Section 9, except as set forth on Section 5.1 of the Disclosure Schedules, as otherwise required or contemplated by this Agreement or any Ancillary Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Lawapplicable Law (including COVID-19 Measures) or any Specified Contract, or unless Parent shall otherwise consent consented to by Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall use commercially reasonable efforts to cause the business of the Company and the Company Subsidiaries (in each case, with respect Specified Business to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, business and the Company shall use its reasonable best efforts to (i) preserve substantially intact its business organization the Specified Business; and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present (ii) maintain satisfactory relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees its material suppliers and other Persons Third Parties with which it has material the Specified Business have significant business relations; provided, however, that Seller shall be under no obligation to enter into any agreements (other than those expressly contemplated by this Agreement) in order to comply with the foregoing. Between It is acknowledged and agreed that any reasonable COVID-19 Measure adopted in good faith by Seller in response to the effects of COVID-19 will not be deemed to violate or breach the foregoing obligations; provided, further, however, that that no action taken by Seller or its Specified Affiliates with respect to matters explicitly permitted by an exception to any of Section 5.1(a) through (f) will be a breach of this sentence. In furtherance and not in limitation of the foregoing, between the date of this Agreement and the Closing Date, subject neither Seller nor any of the Specified Affiliates shall do or propose to applicable Law and do, directly or indirectly, any of the following in connection with the Specified Business or the Purchased Assets except as otherwise contemplated by this Agreement, as set forth in on Section 6.1 5.1 of the Company Disclosure Letter or Schedule, as otherwise required by Law this Agreement or the Transaction Agreements (or, with respect to clauses (vi) or (vii) belowany Ancillary Agreement, as required by applicable Law (including COVID-19 Measures) or any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallSpecified Contract, without the prior written consent of Parent Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (ai) The Company conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallClosing, without the prior written consent of Parent (which the Purchaser, such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):

Conduct of Business Prior to the Closing. Except (ai) The as contemplated by this Agreement, (ii) as described in Schedule 5.1 of the Company covenants and agrees thatDisclosure Schedule, or (iii) to the extent that the Purchaser shall otherwise consent in writing, during the period from the date hereof until the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Seller Parties shall use commercially reasonable efforts to conduct the operations of the Business in the ordinary course of business consistent with past practices, to preserve intact its current business organizations related to the Business, keep available the service of its current officers and employees necessary to operate the Business in the ordinary course of business consistent with past practices and to preserve its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with respect to the Business in the ordinary course of business consistent with past practices. Without limiting the generality of the foregoing, except as contemplated by otherwise expressly provided in this Agreement, Agreement and except as set forth described in Section 6.1 Schedule 5.1 of the Company Disclosure Letter or as required by LawSchedule, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed)from the date hereof through the Closing Date, the business of the Company and the Company Subsidiaries (in each caseSeller Parties shall not, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallBusiness, without the prior written consent of Parent the Purchaser: 57 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, other than any such transaction that does not involve the Business or the Acquired Assets; except as permitted by clause (which consent shall d)(iii) below, (i) purchase, acquire or lease any material assets that would constitute Acquired Assets other than in the ordinary course of business consistent with past practice or (ii) sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of, or subject to any Lien (other than a Permitted Lien) any Acquired Assets except in the ordinary course of business consistent with past practice and, to the extent not otherwise material (individually or in the aggregate) to the Business, obsolete or worn out equipment sold or disposed of in a manner consistent with past practice; except as may be unreasonably withheldrequired by Law or as a result of a change in GAAP, conditioned change any of the material accounting principles, practices or delayed):methods used by it;

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from the date hereof until the Closing Date, except Except as otherwise contemplated by this Agreement, as necessary to effect the Reorganization or as set forth in Section 6.1 on Schedule 6.01 of the Company Disclosure Letter or as required by LawSchedules, or between the date of this Agreement and the earlier of the termination of the Agreement pursuant to Article IX and the Closing Date, unless Parent Purchaser shall otherwise provide its prior written consent in writing (which such consent shall not to be unreasonably withheld, conditioned or delayed), the business of the Acquired Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness in all material respects, and the Acquired Company Entities shall use its their commercially reasonable best efforts to (i) preserve substantially intact its in all material respects their business organization organization, goodwill and operationscurrent relationships with significant customers and significant suppliers with whom they do business, including material insurance policies(ii) retain any cash and cash equivalents generated by the Acquired Company Entities other than cash used to (w) pay current obligations of the Acquired Company Entities based on documented payment terms, material in each case in the Ordinary Course of Business to Persons other than Affiliates of the Acquired Company Intellectual Property and goodwillEntities, (x) repay Indebtedness, and (y) make payments in respect of compensation or benefits obligations permitted pursuant to preserve its present relationships with suppliersthis Section 6.01, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations(iii) will not take any of the actions or allow to occur any of the circumstances set forth in Section 3.10. Between Except as necessary to effect the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this AgreementReorganization, as set forth in Section 6.1 of the Company Disclosure Letter Schedule 6.01 or as required by Law or the Transaction Agreements (or, with respect pursuant to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent Purchaser (which such consent shall not to be unreasonably withheld, conditioned or delayed):), without limitation on the preceding sentence, during the Lockbox Period, the Acquired Companies will not, and will not permit any of their respective Subsidiaries to:

Conduct of Business Prior to the Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to any written instructions of any Governmental Entity and to the limitations set forth below, Sellers shall cause the Company to (aexcept to the extent as expressly provided by this Agreement or to the extent that Buyer shall otherwise grant its prior consent in writing, which consent may not be unreasonably withheld, conditioned or delayed) The carry on the Business in the Ordinary Course of Business, including the payment of its debts and Taxes when due (subject to good faith disputes over such debts or Taxes, provided that, in the case of disputes over such Taxes, the Company’s failure to pay such Taxes when due would not, individually or in the aggregate, have an adverse effect on Buyer or any of its Affiliates (including, following the Closing, the Company) that is material), and use commercially reasonable efforts consistent with past practices and policies to maintain the effectiveness of the Company covenants Permits, preserve the Purchased Assets, preserve intact the present business organization, keep available the services of its present officers and agrees thatkey employees and preserve relationships with customers, suppliers, distributors and others having business dealings with the Company with respect to the Business, perform in all material respects all of its obligations under the Assumed Contracts, comply with all applicable Laws in all material respects and maintain the books and records of the Company in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as expressly provided by this Agreement or as disclosed on Section 9.1 of the Company Disclosure Letter, during the period from the date hereof of this Agreement and continuing until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 earlier of the Company Disclosure Letter termination of this Agreement or as required by Lawthe Closing, or unless Parent shall otherwise without the prior written consent in writing of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company shall not, and the Company Subsidiaries (in each caseSellers, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respectsubsections (e), (f), (l), (m) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (viiu) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):not:

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each caseSeller covenant and agree that, with respect to the New Diamond Business or and the Purchased Assets, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, the Seller shall not, and Parent shall not permit the Seller to, conduct the Business other than in the ordinary course and consistent with the Seller’s prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, Parent and its Affiliates shall (as it relates to the extent affecting New Diamond and/or Business) (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice, (ii) maintain the New Diamond Entities customary payment cycles for any payables or receivables incurred in a non-de minimis respectconnection with the Business consistent with past practice in all material respects, (iii) and use their reasonable best efforts to (A) preserve intact the use, operation, maintenance and repair business organization of the Owned Real Properties Business, (B) keep available the services of the employees of the Seller, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Leased Real PropertiesBusiness, shall be conducted and (D) preserve their current relationships with the customers and vendors of the Business and other Persons with which they have had significant business relationships relating to the Business, (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.14(b) of the Disclosure Schedule that by their terms would otherwise expire, (v) except for this Agreement, any Ancillary Agreement or any contract or agreement entered into in the ordinary course of business, business consistent with past practicepractice that are on terms no less favorable to the Business than those that would be obtained in similar transactions with unaffiliated Persons, not enter into any contract or agreement with any Affiliate that will be an Assumed Liability and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) not enter into any retention or (vii) below, as required by any Material Contract disclosed in Section 4.10 similar arrangement with employees of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect Seller to the New Diamond Business or whom offers of employment are to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, be made pursuant to Section 6.01 without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):the Purchaser.

Conduct of Business Prior to the Closing. (a) The Each of Seller and the Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated described in Section 6.01 of the Disclosure Schedule and only to the extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, in connection with the Restructuring or as otherwise required or permitted by this Agreement, between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to Article XI, Seller shall use its commercially reasonable efforts to, and to cause the Acquired Companies to, (a) conduct the Business only in the Ordinary Course of Business in all material respects and (b) preserve intact in all material respects the business organization of the Business and keep available the services of its and each Acquired Company’s present officers, directors and employees. Notwithstanding anything contained herein to the contrary, this Section 6.01 shall not apply to the transfer of cash and cash equivalents to, from or among the Acquired Companies, and Seller, the Company and their Affiliates may transfer cash and cash equivalents to, from or among the Acquired Companies in their sole discretion. Except as set forth described in Section 6.1 6.01 of the Company Disclosure Letter Schedule, in connection with the Restructuring or as otherwise required or permitted by Lawthis Agreement, the Company and Seller covenants and agrees that, to the extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, between the date hereof and the earlier of the Closing or unless Parent shall otherwise the termination of this Agreement pursuant to Article XI, without the prior written consent in writing of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed), Seller shall cause the business of the Company and the Company Subsidiaries (in each case, with respect Acquired Companies to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):not:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser, Sellers shall (a) The Company covenants conduct the Business in the Ordinary Course of Business consistent with past practice; and agrees that(b) use reasonable best efforts to maintain and preserve intact their current Business organization, during operations and franchise and to preserve the period rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 date of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Closing, the business Sellers shall (a) preserve and maintain all licenses, Business Regulatory Approvals and Permits required for the conduct of the Company Business as currently conducted or the ownership and use of Purchased Assets used in the Company Subsidiaries Business; (in each caseb) pay the debts, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) Taxes and the use, operation, maintenance and repair other obligations of the Owned Real Properties and Business when due; (c) maintain the Leased Real Properties, shall be conducted Purchased Assets in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between same condition as they were on the date of this Agreement and the Closing DateAgreement, subject to applicable Law reasonable wear and tear; (d) continue in full force and effect without modification all insurance policies, except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law applicable Law; (e) perform all of their obligations under all Assumed Contracts; (f) maintain the books and records in accordance with past practice; (g) comply in all material respects with all Laws applicable to the conduct of the Business; (h) not take or permit any action that would cause any of the Transaction Agreements (orchanges, with respect to clauses (vi) events or (vii) below, as required by any Material Contract disclosed conditions described in Section 4.10 3.l (p) to occur; (i) not take any action or fail to take any action that would result in the imposition of any Lien or encumbrance on any Purchased Asset; (j) take any action or fail to take any action that is reasonably likely to result in any of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (conditions contemplated in each case, with respect this Agreement to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned satisfied; and (k) take any action or delayed):fail to take any action that would cause the breach of any representation or warranty contained in Article 3.

Conduct of Business Prior to the Closing. (a) The Company Seller covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated described in Section 5.01 of the Seller Disclosure Schedule, as contemplated, permitted or required by this Agreement, as set forth in Section 6.1 Agreement or any of the Company Disclosure Letter Ancillary Agreements or as required by applicable Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed)between the date hereof and the Closing, the Seller shall cause the Company to (i) conduct its business in the ordinary course in all material respects, including without limitation: (A) making or committing to appropriate capital expenditures in a timely manner, (B) maintaining marketing spending at levels consistent with past practice and (C) satisfying accounts payable and collecting accounts receivable in a manner consistent with past practice; and (ii) take all reasonable steps to preserve intact the business organization of the Company and to preserve and retain the goodwill of the Company Subsidiaries (and, in each caseparticular, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted trademarks used in the ordinary course conduct of businessthe Business. The Seller shall allow access, consistent with past practiceupon reasonable written notice and during normal business hours, by the Purchaser’s representatives to such books and records of the Company shall use its reasonable best efforts as are reasonably necessary for the Purchaser to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships ascertain compliance by the Seller with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date undertakings of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as Seller set forth in Section 6.1 this Agreement. The Seller shall, within five (5) Business Days following the date hereof, cause the Company to announce to its employees the appointment of the Company individuals listed in Section 5.01(h) of the Seller Disclosure Letter Schedule as the new management team of the Company. Except as described in Section 5.01 of the Seller Disclosure Schedule, as contemplated, permitted or required by this Agreement or as required by Law or applicable Law, the Transaction Agreements (orSeller covenants and agrees that, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of between the Company Disclosure Letter), neither date hereof and the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallClosing, without the prior written consent of Parent the Purchaser (which such consent shall not to be unreasonably withheld, conditioned delayed or delayed):conditioned), the Company will not:

Conduct of Business Prior to the Closing. (a) The Company covenants Except as otherwise required by applicable Requirements of Laws or as contemplated by or necessary to effectuate this Agreement, and agrees thatexcept for matters identified in Section 7.1 of the Seller Disclosure Schedules, during the period from the date hereof until of this Agreement through the Closing DateClosing, except as contemplated by this Agreement, as set forth unless Buyer otherwise consents in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company Seller and the Company Subsidiaries (will conduct the Business only in each casethe ordinary course consistent in all material respects with past practice. Without limiting the generality of the foregoing, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) Seller and the use, operation, maintenance Company shall keep and maintain the assets of the Business in sufficient operating condition and repair of to enable it to conduct the Owned Real Properties and the Leased Real Properties, shall be conducted Business in the ordinary course of businessbusiness in all material respects, comply with all Requirements of Laws and use its commercially reasonable efforts, consistent with past good business practice, to maintain the business organization of the Company intact and to preserve the goodwill of suppliers, contractors, licensors, employees, customers, distributors, Governmental Authorities and others having business relations with Seller in connection with the Business. In furtherance and not in limitation of the foregoing, the parties will use their commercially reasonable efforts facilitate the receipt and processing of insertion orders prior to Closing, and to promptly issue invoices for all insertion orders received prior to Closing. For the avoidance of doubt, from and after November 1, 2018 through the Closing Date, Seller will be authorized to loan funds to the Company, and the Company shall use its reasonable best efforts will be authorized to preserve substantially intact its business organization and operationsborrow funds from the Seller, including material insurance policies, material Company Intellectual Property and goodwill, and up to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as limits set forth in Section 6.1 the definition of “Indebtedness”, for required working capital pursuant to the Loan Agreement, which loan(s) may be evidenced by an amendment to the Loan Agreement and/or the Note in such form as Seller may determine, provided, however, that such amounts in excess of the Company Disclosure Letter or limits set forth in the definition of “Indebtedness” may be deemed to be Indebtedness as required by Law or the Transaction Agreements (ordescribed in such definition. Seller understands and agrees that, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 for purposes of the Company Disclosure Letter)Amended and Restated Note to be delivered at the Closing, neither any such additional borrowing by the Company nor any Company Subsidiary (in each case, with respect from the Seller will be subject to the New Diamond Business or to limitations contained in the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent definition of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):“Indebtedness” and Section 2.2.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (awhich consent shall not be unreasonably withheld or delayed), Seller shall (x) The Company covenants conduct the Business in the ordinary course of business consistent with past practice; and agrees that(y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, during operations and franchise and to preserve the period rights, franchises, goodwill and relationships of Seller’s employees, customers, lenders, suppliers, regulators and others having relationships with the Business, including but not limited to maintaining sufficient Inventory to fill customer orders. Without limiting the foregoing, from the date hereof until the Closing Date, except Seller shall: use reasonable ordinary course commercial efforts to preserve and maintain all Permits required for the conduct of the Business as contemplated by currently conducted or the ownership and use of the Purchased Assets; pay the debts, Taxes and other obligations of the Business when due; file all Tax Returns, and otherwise conduct all Tax-related matters, consistent with past practice and in accordance with applicable Law; not make, change or revoke any Tax election; use reasonable ordinary course commercial efforts to continue to collect Receivables in a manner substantially consistent with past practice, without discounting such Receivables; maintain the properties and assets included in the Purchased Assets in substantially the same condition as they were on the date of this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or subject to reasonable wear and tear; use reasonable ordinary course commercial efforts to maintain without material adverse modification all Insurance Policies, except as required by applicable Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company ; defend and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted protect in the ordinary course of business, business the properties and assets included in the Purchased Assets from infringement or usurpation; perform all of its obligations under all Assigned Contracts in the ordinary course of business substantially consistent with past practice; maintain the Books and Records in all material respects in the ordinary course of business substantially consistent with past practice; comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; not grant any increase in compensation or benefits, and the Company shall use its reasonable best efforts or make any award or grant under any Benefit Plan, to preserve substantially intact its business organization and operationsany current or former director, including material insurance policiesconsultant, material Company Intellectual Property and goodwillofficer or employee of Seller, and except for increases in compensation to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and employees of Seller other Persons with which it has material business relations. Between than directors or officers as may be required under existing agreements (as in effect on the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as hereof) set forth in Section 6.1 4.20(a) or Section 4.20(c) of the Company Disclosure Letter Schedules to retain officers or as required by Law employees , or hire any new employee (other than to fill a vacancy or replace a terminated employee); and not take or permit any action that would cause any of the Transaction Agreements (orchanges, with respect to clauses (vi) events or (vii) below, as required by any Material Contract disclosed conditions described in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect 4.07 to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):occur.

Conduct of Business Prior to the Closing. (a) The Company covenants Except as required by applicable Law, as expressly provided in this Agreement or the Ancillary Agreements, and agrees thatexcept for matters identified in Section 5.01(a) of the Seller Disclosure Letter, during the period from the date hereof until of this Agreement through the Closing Date, except as contemplated by (or until earlier termination of this Agreement), as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall Buyer otherwise consent consents in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), the business Seller shall and shall cause each of the Company Seller Parties to (i) conduct its ownership, operation and maintenance of the EFK Facility and the Company Subsidiaries other Transferred Assets (including the operation and maintenance of the Tools and Facilities Equipment) in each casethe ordinary course of business consistent with past practice (including by maintaining, without lapse in the coverage period, insurance policies adequately covering the Transferred Assets, consistent with coverage customary for the industry and consistent with past practice) and in a manner consistent with the satisfaction of its obligations under the Foundry Transition Services Agreement (including in accordance with the Joint Annual Operating Plans (as defined in the Foundry Transition Services Agreement) and the Technology Transfer and Development Agreement; (ii) use commercially reasonable efforts to preserve intact its operations, permits, rights, goodwill, and relations with suppliers, employees (including Key Employees) and others with which the Seller Parties (with respect to the Transferred Assets) do business (excluding customers); and (iii) maintain all of the Material Assets in their current condition, ordinary wear and tear excepted. Without limiting the generality of the foregoing, with respect to the New Diamond Business or Tools to be transferred to Buyer pursuant to Section 5.01(b), the Seller Parties shall (A) maintain such Tools in good working condition in accordance with industry standards and at least to the extent affecting New Diamond and/or same standards as the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practiceSeller Parties maintain their other Tools, and the Company shall (B) operate and use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships such Tools in accordance with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):standard user documentation.

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from Between the date hereof until of this Agreement and the Closing Date, except in connection with the Office Relocation or Construction Obligations or unless the Buyer shall otherwise agree in writing, the Business shall be conducted in all material respects only in the ordinary course of business and in the same manner as contemplated by such operations have been conducted prior to the date of this Agreement, and (x) the Seller shall use its commercially reasonable efforts to (i) preserve the operations, organization and goodwill of the Business, (ii) preserve the material business relationships with customers, suppliers, distributors and others with whom the Seller or its Affiliates deal in connection with the conduct of the Business in the ordinary course and (iii) keep available the services of the Business Employees and (y) AHC California shall use its commercially reasonable efforts to (i) continue to operate, manage and maintain the AHC Improvements in the ordinary course of business and in accordance with present practice, subject to ordinary wear and tear (ii) maintain the policies of insurance currently maintained with respect to the AHC Land and the AHC Improvements; and (c) not enter into any new contract for the provision of goods or services to or with respect to the AHC Property other than in the ordinary course of business, or renew, extend, modify or replace any of its Contracts unless such contract is terminable as of the Closing Date without payment of any fees or penalty or unless the Buyer expressly consents thereto in writing, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, except as set forth on Schedule 5.1 or in Section 6.1 connection with the Office Relocation or Construction Obligations, between the date of this Agreement and the Closing Date, without the prior consent of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, Seller shall be conducted in the ordinary course of business, consistent with past practicenot, and the Company shall use ensure none of its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) Affiliate shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)::

Conduct of Business Prior to the Closing. (a) The Company NPC covenants and agrees that, during without the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 prior written consent of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing Purchaser (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the business except as described in Section 6.01 of the Company Disclosure Schedule or contemplated, permitted or required by this Agreement, between the execution and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date delivery of this Agreement and the Closing DateClosing, subject it shall and, each of the Sellers agrees to applicable Law cause NPC and except its Subsidiaries to (a) conduct its business in the ordinary course in all material respects, (b) use its commercially reasonable efforts to preserve intact, in all material respects, the business organization of NPC and its Subsidiaries, (c) use its commercially reasonable efforts to continue their respective marketing and promotional activities, and purchasing and pricing policies, and (d) use its commercially reasonable efforts to preserve the goodwill associated with NPC and its Subsidiaries, including preserving their respective relationships with material customers and suppliers. Except as otherwise contemplated described in Section 6.01 of the Disclosure Schedule or expressly contemplated, permitted or required by this Agreement, as set forth in Section 6.1 NPC covenants and agrees that it shall not, and shall cause each of its Subsidiaries not to, and each of the Company Disclosure Letter or as required by Law or Sellers agrees to cause NPC and its Subsidiaries not to, between the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 execution and delivery of this Agreement and the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallClosing, without the prior written consent of Parent the Purchaser (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), (i) take, omit to take or authorize any actions that, if taken between the date of the Interim Balance Sheet and the date of this Agreement,

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees thatWithout the written consent of Purchaser, during the period from the date hereof through the Closing (or until the earlier termination of this Agreement) (the “Pre-Closing DatePeriod”), except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each case, v) with respect to the New Diamond actions in connection with transferring 3DS Retained Business or Assets to the extent affecting New Diamond and/or 3DS Retained Business Entity pursuant to the New Diamond Entities in a non-de minimis respectDeed of Assignment attached hereto as Exhibit F (the “Deed of Assignment”) and such other transfer and assignment documents to be mutually agreed upon by the usePurchaser and the Seller, operation(w) with respect to settling the Settled Intercompany Accounts required to be settled on or prior to Closing, maintenance (x) the actions contemplated by Section 7.4 and repair (y) the matters set forth on Schedule 6.1 under the heading “Non-Ordinary Course Actions” (with respect to transferring and assigning Business Assets to the Target Company or applicable Target Subsidiary and transferring and assigning 3DS Retained Business Assets to the 3DS Retained Business Entity and similar actions) and (z) as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the Owned Real Properties outbreak of the novel corona virus (and resulting COVID-19 or related sickness), Seller will cause the Leased Real Properties, shall be conducted Target Company and Target Subsidiaries to (i) conduct the Business only in the ordinary course of business, consistent with past practice, practice and the Company shall (ii) use its commercially reasonable best efforts to maintain and preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, the Business and to preserve its present maintain satisfactory relationships with suppliers, lessors, licenseescustomers, distributors, wholesalers, franchisees Business Employees and other Persons with which it has having material business relationsrelationships with the Business. Between Without limiting the date of this Agreement and the Closing Dateforegoing, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 on Schedule 6.1, during the Pre-Closing Period, no Target Company or Target Subsidiary shall do any of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Purchaser:

Conduct of Business Prior to the Closing. (a) The Company covenants From and agrees that, during the period from after the date hereof of this Agreement until the Closing Date, except as to the extent contemplated by this AgreementAgreement or the other agreements contemplated herein, or otherwise consented to in writing by Caricement, the Sellers shall operate the Business in the same manner as set forth presently conducted and only in Section 6.1 the ordinary and usual course and consistent with past practice, and will use all reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. Each of the Company Disclosure Letter Sellers shall use its best efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or as required by Lawomit to take any action which causes, or unless Parent shall otherwise consent which is likely to cause, any deterioration of the Business or any of the Sellers' relationships with suppliers or customers. Without limiting the generality of the foregoing, (i) the Sellers will maintain all of the Acquired Assets, tangible or intangible, in writing substantially the same condition and repair as such Acquired Assets are maintained as of the date hereof, ordinary wear and tear excepted; (which consent ii) the Sellers shall not be unreasonably withheldsell, conditioned transfer, lease or delayed), the business otherwise dispose of any of the Company and the Company Subsidiaries (in each caseAcquired Assets, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted other than in the ordinary course of business; (iii) the Sellers shall not amend, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including terminate or waive any material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth right in Section 6.1 respect of the Company Disclosure Letter or as required by Law Acquired Assets, the Assigned Contracts or the Transaction Agreements Business, or willfully do any act, or willfully omit to do any act, which will cause a breach of any Assigned Contract and Assumed Obligation; (oriv) the Sellers shall maintain their books, accounts and records in accordance with respect to clauses good business practice and (viv) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent Sellers shall not be unreasonably withheld, conditioned engage in any activities or delayed):transactions outside the ordinary course of business.

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, Except as set forth in Section 6.1 5.01 of the Company Disclosure Letter Schedule, and except as contemplated by the Restructuring Agreement, between the date hereof and the Closing, Gentek Holdings and Gentek shall, and the Sellers shall cause Gentek Holdings and Gentek to, conduct the Business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, Gentek Holdings and Gentek (in each case except as contemplated by the Restructuring Agreement) shall each, and the Sellers shall cause each of Gentek Holdings and Gentek to, (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or as required by Lawlengthen the customary payment cycles for any of its payables or receivables; (iii) use commercially reasonable efforts to (A) preserve intact the business organization of the Business, or unless Parent shall otherwise (B) keep available to Purchaser the services of its employees, and (C) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to Purchaser and receipt of Purchaser's prior written consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), any rights of renewal pursuant to the business terms of any of the Company Leases listed in Section 3.16 of the Disclosure Schedule which by their terms would otherwise expire; and the Company Subsidiaries (v) not engage in each caseany practice, with respect take any action, fail to the New Diamond Business take any action or enter into any transaction which could reasonably be expected to the extent affecting New Diamond and/or the New Diamond Entities cause any representation or warranty of any Seller, Gentek Holdings or Gentek to be untrue or result in a non-de minimis respect) and breach of any covenant made by the useSellers, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted Gentek Holdings or Gentek in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):.

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from Between the date hereof until of this Agreement and the Closing DateClosing, except (x) as contemplated set forth on Schedule 5.1, (y) as required or expressly permitted by this Agreement, or (z) as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent Buyer shall otherwise consent agree in writing writing, the Seller shall use reasonable best efforts to (which consent shall not be unreasonably withheld, conditioned or delayed), i) cause the business of the Company and the Company its Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted only in the ordinary course of business, business consistent with past practicepractice (it being understood that, and notwithstanding anything else set forth in this Section 5.1 to the contrary, prior to the Closing, the Company shall may use all available Cash to repay Indebtedness or to pay payees of Transaction Expenses) and (ii) cause the Company and its reasonable best efforts Subsidiaries to (A) preserve substantially intact its their business organization and operationsassets; (B) preserve satisfactory relationships of the Company and its Subsidiaries with the current officers, including material insurance policiesemployees and consultants of the Company and its Subsidiaries; (C) preserve satisfactory relationships of the Company and its Subsidiaries with customers, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees suppliers and other Persons with which it the Company or any of its Subsidiaries has material significant business relations; and (D) keep and maintain their assets and properties in reasonably good repair and normal operating condition, wear and tear excepted. Between Nothing in this Section 5.1 shall require the Seller or the Company or its Subsidiaries to violate applicable law. The covenants set forth in the immediately preceding sentence are subject to the negative covenants set forth below in this Section 5.1, and in the event of a conflict between such covenants in the preceding sentence, on the one hand, and the negative covenants in this Section 5.1 below, on the other hand, the compliance with such negative covenants (including if such compliance results in a breach of the covenants above) shall not be deemed to result in a breach or violation of this Agreement. Subject to the exclusions set forth in items (x), (y) and (z) of the first sentence of the Section 5.1, between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreementthe Seller, as set forth in Section 6.1 respect of the Company Disclosure Letter or as required by Law or the Transaction Agreements (orany of its Subsidiaries, with respect to clauses (vi) or (vii) belowshall not, as required by any Material Contract disclosed in Section 4.10 and shall cause each of the Company Disclosure Letter)and its Subsidiaries not to, neither do, directly or indirectly, any of the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):the Buyer:

Conduct of Business Prior to the Closing. (a) The Company BCBSKS covenants and agrees that, during except with the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 prior approval of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing Purchaser (which consent approval shall not be unreasonably withheld, conditioned or delayed), between the business of the Company date hereof and the Company Subsidiaries (Closing, or as contemplated or permitted by this Agreement, or as set forth in each casethe Disclosure Statement, with respect to BCBSKS shall conduct the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted only in the ordinary course of business, and either consistent with past practiceBCBSKS's prior practice or pursuant to Customary Actions. Without limiting the generality of the foregoing, and the Company without Purchaser's consultation and approval (which approval shall not be unreasonably withheld), BCBSKS shall use commercially reasonable efforts to: (i) continue its reasonable best efforts advertising and promotional activities in accordance with past practice or pursuant to Customary Actions; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) (A) preserve substantially intact its business organization and operationsthe business organization of the Business, including (B) keep available to Purchaser the services of the employees of BCBS, (C) continue in full force and effect without material modification all existing policies or binders of insurance policies, material Company Intellectual Property currently maintained in respect of BCBS and goodwillthe Business, and to (D) preserve its present current relationships with suppliersits customers, lessors, licensees, distributors, wholesalers, franchisees suppliers and other Persons persons with which it has material significant business relations. Between relationships; (iv) exercise, but only after notice to Purchaser, any rights of renewal pursuant to the date terms of this Agreement any of the leases or subleases set forth in Section 3.13(a) of the Disclosure Statement which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which would reasonably be expected to cause any representation or warranty of BCBSKS to be untrue at any time prior to the Closing Date, subject to applicable Law and except as otherwise contemplated or result in a breach of any covenant made by BCBSKS in this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):.

Conduct of Business Prior to the Closing. (a) The Company Seller covenants and agrees that, during except (a) to the period from extent the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (b) as permitted or contemplated by this Agreement, (c) as may be necessary or appropriate to carry out the business transactions contemplated by this Agreement, or (d) as may be required to facilitate compliance with any Laws, between the date hereof and the Closing, the Seller shall not, and shall not suffer or permit conduct of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted other than in the ordinary course and consistent with the past practice of businessthe Business. Without limiting the generality of the foregoing, consistent the Seller shall, and shall cause its Affiliates and each other Selling Party to (a) continue its advertising and promotional activities, and pricing and purchasing policies, related to the Business in accordance with past practice, and ; (b) not shorten or lengthen the Company shall customary payment cycles for any of the payables or receivables of the Business; (c) use its reasonable best efforts to (i) preserve substantially intact its business the Assets and the organization of the Business, (ii) use commercially reasonable efforts to keep available to the Purchaser the services of the employees to be designated in writing by the Purchaser to the Seller in writing pursuant to Section 6.1 and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to (iii) preserve its present the Business' current relationships with suppliersits customers, lessors, licensees, distributors, wholesalers, franchisees suppliers and other Persons persons with which it has material significant business relations. Between relationships; and (d) use commercially reasonable efforts to not engage in any practice, take any action, fail to take any action or enter into any transaction which would reasonably be expected to cause any representation or warranty of the date Seller to be untrue or result in a breach of this Agreement and any covenant made by the Closing Date, subject to applicable Law and except as otherwise contemplated by Seller in this Agreement. The Seller covenants and agrees that, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect prior to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shallClosing, without the prior written consent of Parent the Purchaser, the Seller will not and will not suffer or permit the occurrence of (which consent shall not be unreasonably withheld, conditioned a) any of the things enumerated in the second sentence of Section 3.14 or delayed):(b) the entering into of any new Material Contract.

Conduct of Business Prior to the Closing. (a) The Company Seller covenants and agrees that, during except as described in Section 5.1(a) of the period from Disclosure Schedule or as expressly permitted, required or intended by this Agreement and the Ancillary Agreements, between the date hereof until and the Closing DateClosing, Seller shall not, and shall cause its subsidiaries not to, conduct the Business other than in the ordinary course and consistent with Seller’s past practice. Without limiting the generality of the foregoing, except as contemplated by this Agreement, as set forth described in Section 6.1 5.1(a) of the Company Disclosure Letter or as required by LawSchedule, or unless Parent Seller shall, and shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each casecause its subsidiaries to, with respect to the New Diamond Business or Business, (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice and notify Purchaser of any changes in pricing policies not in accordance with past practice (provided that any Transferred Products sold in accordance with such changed pricing practices, if any, shall not constitute “Backlog” hereunder), such changes to be subject to the extent affecting New Diamond and/or the New Diamond Entities approval of Purchaser and such approval not to be unreasonably withheld where such change in pricing policy is a non-de minimis respect) and the use, operation, maintenance and repair result of the Owned Real Properties and transactions contemplated in this Agreement; (ii) not shorten or lengthen the Leased Real Properties, shall be conducted in the ordinary course customary payment cycles for any of business, consistent with past practice, and the Company shall its Receivables; (iii) use its commercially reasonable best efforts to (A) preserve substantially intact its business organization of the Business, (B) keep available to Purchaser the services of the Transferred Employees, provided however, that the covenants and operationsagreements set forth in this paragraph shall not require Seller to increase compensation, including add additional Benefits or incur any additional expenses with respect to the Transferred Employees, (C) continue in full force and effect without material modification all existing policies or binders of insurance policies, material Company Intellectual Property currently maintained in respect of the Business and goodwill, and to (D) preserve its present current relationships with suppliersits Distribution Channel Participants, lessors, licensees, distributors, wholesalers, franchisees vendors and other Persons persons with which it has material significant business relations. Between the date relationships; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of this Agreement and the Closing Date, subject Seller to applicable Law and except as otherwise contemplated be untrue or result in a breach of any covenant made by Seller in this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):.

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as described in Section 5.01(a) of the Disclosure Schedule, as required by Law or the Bankruptcy Court, as otherwise contemplated by this Agreement, as set forth in Section 6.1 of Agreement or the Company Disclosure Letter Reorganization Plan or as required by Law, or unless Parent shall otherwise consent consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), between the business date hereof and the time of the Closing, the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities Subsidiary shall conduct itself in a non-de minimis respect) reasonable manner consistent in nature, scope and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent magnitude with its past practice, and will only take actions usually taken in the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operationsordinary course, including material insurance policiestaking into account the Bankruptcy Cases. Without limiting the generality of the foregoing, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth described in Section 6.1 5.01(a) of the Company Disclosure Letter or Schedule, as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) belowBankruptcy Court, as required otherwise contemplated by any Material Contract disclosed this Agreement or the Reorganization Plan or as consented to in Section 4.10 of writing by the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of Parent Purchaser (which consent shall not be unreasonably withheld), conditioned the Company, shall and shall cause each Subsidiary to (i) continue in all material respects their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or delayed):lengthen in any material respect the customary payment cycles for any of their receivables; (iii) use their commercially reasonable efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of key employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing material Insurance Policies currently maintained in respect of the Company, each Subsidiary and the Business, and (D) preserve their current relationships with their customers, suppliers and other Persons, in each case, with which they have had significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the material leases or subleases which by their terms would otherwise expire; and (v) not engage in or seek Bankruptcy Court approval of any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Company to be untrue, except where the failure of such representation or warranty to be true, individually or in the aggregate, would not have a Material Adverse Effect or result in a breach, in any material respect, of any covenant made by the Company in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company covenants and agrees that, during the period from From the date hereof until the Closing Date(the “Interim Period”), except as contemplated by otherwise provided in this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter Agreement or as required by Law, or unless Parent shall otherwise consent consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Sellers shall, and shall cause the Group Companies to, (a) conduct the business of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted Group Companies in the ordinary course of business, business consistent with past practice, ; and the Company shall (b) use its commercially reasonable best efforts to maintain and preserve substantially intact its in all material respects the current organization, business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, franchise of the Group Companies and to preserve its present in all material respects the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having business relationships with suppliersthe Group Companies. Without limiting the foregoing, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between from the date of this Agreement and hereof until the Closing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law applicable Law, the Sellers shall cause the Group Companies not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.8 to occur; provided, that nothing in this Agreement shall prohibit the Sellers or the Transaction Agreements Group Companies from making ordinary course payments (or, including with respect to clauses Indebtedness) and tax distributions to the equityholders of Holdco between the date hereof and the Closing; provided, further, that the Sellers or the Group Companies shall provide written notice to the Purchaser prior to making any such tax distributions. Notwithstanding anything to the contrary herein, during the Interim Period, the Purchaser hereby agrees that it will respond within twenty-four (vi24) hours to any written requests by the Sellers’ Representative or (vii) below, as required by any Material Contract disclosed in Section 4.10 authorized officer of the Company Disclosure Letter), neither the Company nor Group Companies to take any Company Subsidiary (in each case, with respect to the New Diamond Business actions or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, inactions that would be prohibited by this Section 6.1 without the prior written consent of Parent the Purchaser (which consent shall not be unreasonably withheldemail to suffice) in the event that the Sellers reasonably believe they may need to take or omit to take, conditioned or delayed):cause a Group Company to take or omit to take, in good faith any and all commercially reasonable actions necessary or advisable as a result of, or otherwise in connection with, the COVID-19 pandemic.