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

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and Closing (or earlier termination of this Agreement), except (i) as contemplated hereunder or set forth in Section 5.1(a) of the Disclosure Schedule, or (ii) with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.

Conduct of Business Prior to the Closing. (a) Between During the date of this Agreement and Pre-Closing (or earlier termination of this Agreement)Period, except (i) as contemplated hereunder or set forth in Section 5.1(a) of the Disclosure Schedule, on Schedule 5.1 or as otherwise contemplated by this Agreement or (ii) with the prior written as Buyer shall otherwise consent of the Purchaser (in writing, which consent shall not be unreasonably withheld, conditioned or delayed), the Seller Parent agrees that it shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only inBusiness, and not take any action except shall cause the Business to be conducted, in the Ordinary CourseCourse consistent with past practice, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current the Business and related relationships with customers, suppliers, creditors and other Persons with which third parties and keep available the Seller has significant business relationsservices of the present Business Employees. During the Pre-Closing Period, except (i) as set forth on Schedule 5.1 or as otherwise contemplated by this Agreement, (Eii) comply as Buyer shall otherwise consent in all material respects writing, which consent shall not be unreasonably withheld, (iii) as may be necessary or advisable, in the reasonable discretion of Seller Parent, to remove any Excluded Assets (provided that Seller Parent shall give notice to Buyer of any such proposed removal of any Excluded Assets that are tangible physical property) or remove any Cash from the Sold Companies, the Business or the Sellers, (iv) to take any action (including for the avoidance doubt, any of the actions set forth in Section 5.1(a) through 5.1(w) below) to effectuate the transactions contemplated on Schedule 5.1(b) and (v) Seller Parent and its Affiliates may, but shall not be required to, enter into Hedging Contracts, or otherwise enter into arrangements hedging or protecting against risk, Seller Parent covenants and agrees that it shall, and shall cause the Sold Companies and the Asset Sellers to, in each case with applicable Law and Governmental Orders applicable respect to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Business:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing and except (a) Between as expressly contemplated by the date of this Agreement and Closing Transaction Documents, (or earlier termination of this Agreement), except (ib) as contemplated hereunder relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.1(a5.01(c) of the Seller Disclosure Schedule, Schedule or (iid) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause the Seller Subsidiaries and the Companies to) conduct the Business only in the ordinary course, consistent with past practice and use reasonable best efforts to (w) preserve intact the present business organization of the Business, (x) maintain in effect all material Permits, (y) keep available the services of the Key Employees of the Business and (z) maintain satisfactory relationships with the prior written consent customers, lenders, suppliers and others having material business relationships with the Business. Without limiting the generality of the foregoing, unless Purchaser otherwise agrees in writing (which consent agreement, with respect to the matters described in clauses (v), (vi)(a), (xi) or (xii) below (or, with respect to such matters, clause (xiv) below) shall not be unreasonably withheld, conditioned or delayed)) except (a) as expressly contemplated by the Transaction Documents, the Seller shall conduct its business (b) as it relates to the Purchased Excluded Assets and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Retained Liabilities, (Fc) maintain as set forth in Section 5.01(c) of the books Seller Disclosure Schedule or (d) as required by applicable Law, Seller shall not, and records related to shall cause the Purchased Assets Seller Subsidiaries and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Companies not to:

Conduct of Business Prior to the Closing. (a) Between Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.1, between the date of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or earlier termination of this Agreementdelayed), except the Seller shall, and shall cause its Affiliates to, conduct the Business only in the ordinary course of business consistent with past practice in all material respects, and the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to (A) preserve in all material respects (i) the present commercial relationships of Persons having relationships with the Business, (ii) intact their current Business organization and operations, and (iii) the properties and assets included in the Transferred Assets, and (B) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Transferred Assets. Except as otherwise contemplated hereunder by this Agreement or as set forth in Section 5.1(a) Schedule 5.1, between the date of this Agreement and the Disclosure ScheduleClosing Date, or (ii) with without the prior written consent of the Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only innot, and shall cause its Affiliates not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, connection with the Business (provided that nothing herein shall be deemed to limit or restrict in any manner the Seller’s ability to conduct the Retained Business so long as it relates to such action or inaction would not affect the Purchased Transferred Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Business):

Conduct of Business Prior to the Closing. (a) Between During the date period from the Effective Date and continuing until the earlier of the termination of this Agreement and or the Closing (the “Pre-Closing Period”), subject to any written instructions of any Governmental Entity and to the limitations set forth below, the Companies shall, and Seller shall cause the Companies and their Subsidiaries to, except to the extent as expressly provided by this Agreement or earlier termination to the extent that Buyer shall otherwise grant its prior consent in writing, (a) carry on the Business in the Ordinary Course of Business and in material compliance with all applicable Laws, (b) use commercially reasonable efforts to preserve intact their present business organizations, keep available the services of their key employees and preserve their relationships with material customers and suppliers and (c) promptly notify Buyer orally and in writing of any change outside the Ordinary Course of Business of which the Companies or Seller has Knowledge that would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Without limiting the generality of the foregoing (except as expressly provided by this Agreement, to the extent that Buyer shall otherwise grant its prior consent in writing, which consent (solely as it relates to Section 8.01(a)(i), except (ixi), (xii), (xiii), (xiv), and (xvi)) as contemplated hereunder or set forth in Section 5.1(a) of the Disclosure Schedule, or (ii) with the prior written consent of the Purchaser (which consent shall may not be unreasonably withheld, conditioned or delayed, or as disclosed in Section 8.01 of the Company Disclosure Letter), during the Pre-Closing Period, none of the Companies or their Subsidiaries shall, and Seller shall conduct its business as it relates to cause the Purchased Assets Companies and the Assumed Liabilities only in, and their Subsidiaries not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.:

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement and the Closing (or earlier termination of this Agreement)Date, except (i) as contemplated hereunder or expressly permitted by this Agreement (including as reasonably necessary to consummate the Prior Reorganization and the Subsequent Reorganization), (ii) as set forth in on Section 5.1(a) 5.1 of the Disclosure Schedule, Schedules or (iiiii) with as required by applicable Law (including any Public Health Measures), and unless the Buyer shall otherwise provide its prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), TreeHouse shall, and shall cause the Seller shall conduct its business as it relates Group Companies and Sellers (with respect to the Purchased Assets and Business only) to (A) operate the Assumed Liabilities only in, and not take any action except Business in the Ordinary Courseordinary course of business in all material respects (for the avoidance of doubt, and the Seller shallsubject to Section 5.11), (B) use commercially reasonable efforts toto preserve the present Business, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services physical facilities and assets of the In-Scope Employees Group Companies, and its other current officers, employees and consultants, (D) maintain and TreeHouse shall use commercially reasonable efforts to preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects the present commercial relationships with applicable Law employees, customers, lenders, partners and Governmental Orders applicable other key Persons with whom the Group Companies do business; provided, however, that no action by any Business Entity with respect to matters specifically addressed by any provision of Section 5.11 shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 5.11, and (C) use commercially reasonable efforts to complete the activities detailed on Section 5.1(a)(iii)(C) of the Disclosure Schedules in accordance with and subject to the Purchased Assets terms and conditions set forth therein, it being understood that in no event shall the satisfaction of the activities detailed on Section 5.1(a)(iii)(C) of the Disclosure Schedules be deemed a condition to Closing; provided, further, that in making any determination as to whether any Business Entity discharged its obligations to operate in the “ordinary course of business” or used “commercially reasonable efforts” or similar covenants, any actions or omissions shall be assessed based on what is practicable or reasonable in the circumstances created or influenced by COVID-19, any other regional, national or international calamity, crisis or emergency or any Public Health Measures, and the Assumed Liabilitieseffects thereof on the domestic and international economy, (F) maintain the books and records related as such circumstances may evolve from time to time prior to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred ContractsClosing Date.

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 in its sole discretion, the Company shall (a) Between conduct the date Business in the Ordinary Course of this Agreement Business consistent with past practice, (b) use commercially reasonable efforts to maintain and Closing preserve intact the current business organization and operations of the Company, including the Business, and to preserve the rights, franchises, goodwill and relationships of the employees, customers, lenders and vendors, regulators of, and others having relationships with, the Business or the Company, (c) use commercially reasonable efforts to take, or earlier termination of this Agreement)cause to be taken, except (i) as contemplated hereunder all actions and to do, or cause to be done, all things reasonably necessary, proper, permitted and advisable under applicable Law to satisfy the closing conditions set forth in Article VII and consummate and make effective the Transactions as promptly as practicable, including obtaining, making or sending, as applicable, all notifications, filings, registrations, approvals, consents and waivers that are necessary to consummate the Transactions (including those consents and approvals required by Section 5.1(a) of the Disclosure Schedule, or (ii) with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed3.04(a)), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only in, and (d) not take any action except in that could reasonably be expected to delay, hinder or prevent the Ordinary Courseconsummation of the Transactions, and (e) not permit any transfers of Company Stock except by will or intestacy or to a family member of the Seller shalltransferee or trust for the benefit of such a family member (for purposes of this clause (e), use commercially reasonable efforts to“family member” means any relationship by blood, marriage or adoption, not more remote than first cousin). Without limiting the foregoing, other than as expressly approved in each casewriting by the Purchaser, or as it relates to set forth on Schedule 6.01, from the Purchased Assetsdate hereof until the Closing Date, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Company shall:

Conduct of Business Prior to the Closing. (a) Between From and after the date Effective Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Companies and the Subsidiary shall conduct their business in the ordinary course consistent with past practice, subject to any modifications that are mandated by Legal Requirement, Governmental Order or Order, and subject further to the right of the Companies and the Subsidiary to withdraw any assets of the Companies or the Subsidiary in excess of the . From and after the Effective Date until the earlier of the Closing (or earlier the termination of this Agreement)Agreement in accordance with its terms, except (i) as contemplated hereunder or set forth in Section 5.1(a5.05(a) of the Disclosure Schedule, or (ii) with the prior written consent of as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed and provided, further, that in the absence of Purchaser’s response to any request of Seller within 10 business days of receipt such request shall be deemed approved by Purchaser), or (iii) as required by applicable Legal Requirements, the Seller Companies shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in the Companies shall cause the Subsidiary to use commercially reasonable efforts to, and Seller shall cause each case, as it relates of the Companies and the Subsidiary to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: use commercially reasonable efforts to (A) preserve substantially intact its existing assetspresent business organization, (B) preserve substantially intact its relationships with Providers, Enrollees, licensors, suppliers, and others to whom it has material contractual obligations or material business organizationdealings or relations, and (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which of the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets Companies and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred ContractsSubsidiary.

Conduct of Business Prior to the Closing. (a) Between the date of this Agreement The Seller covenants and Closing (or earlier termination of this Agreement)agrees that, except (i) as contemplated hereunder or set forth described in Section 5.1(a5.01(a) of the Seller's Disclosure Schedule, or (ii) between the date hereof and the time of the Closing, it shall cause the Company to conduct its business in the ordinary course and consistent with the Company's prior written consent practice. Without limiting the generality of the Purchaser (which consent shall not be unreasonably withheldforegoing, conditioned except as described in Section 5.01(a) of the Seller's Disclosure Schedule, as requested by the Purchaser, or delayed)as required to accommodate changes in the Purchaser's business practices, the Seller shall conduct cause the Company to (i) continue its business as it relates to the Purchased Assets advertising and the Assumed Liabilities only inpromotional activities, and pricing and purchasing policies, including capital 30 26 purchasing, in accordance with past practice; (ii) not take shorten or lengthen the customary payment cycles for any action except in the Ordinary Course, and the Seller shall, of its payables or receivables; (iii) use commercially all reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (CB) keep available to the Purchaser the services of the In-Scope Employees employees of the Company, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and its other current officers, employees business and consultants, (D) maintain and preserve intact its current relationships with its customers, suppliers, creditors suppliers and other Persons persons with which the Seller it has significant business relationsrelationships; (iv) exercise, (E) comply in all material respects with applicable Law and Governmental Orders applicable but only after notice to the Purchased Assets Purchaser and receipt of the Assumed LiabilitiesPurchaser's prior written approval, (F) maintain the books and records related any rights of renewal pursuant to the Purchased Assets and terms of any of the Assumed Liabilities material leases or subleases which by their terms would otherwise expire: and (Gv) materially satisfy not engage in any service-level commitments practice, take any action, fail to customers take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in connection with a breach of any covenant made by the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred ContractsSeller in this Agreement.

Conduct of Business Prior to the Closing. Each of the Sellers (aand, following the Stock Transfer, Spiegel, in case of clauses (ii) Between the date of this Agreement or (iii)) covenants and Closing (or earlier termination of this Agreement)agrees that, except as required by the Bankruptcy Court, the Canadian Court (iwhere applicable) or applicable Law, as contemplated hereunder may otherwise be approved in advance in writing by the Purchaser, or set forth as described in Section 5.1(a) 5.01 of the Disclosure Schedule, or between the date hereof and the Closing, it (to the extent it relates to the Business) shall use its commercially reasonable efforts in the context of its Chapter 11 Case (i) to conduct (and, following the Stock Transfer, cause Newco to conduct), its businesses in the ordinary course in all material respects, (ii) with to preserve (and, following the Stock Transfer, cause Newco to preserve), intact in all material respects the business organization of the Business and (iii) promptly, in the case of the Sellers, inform the Purchaser in writing of any material variances from the representations and warranties of the Sellers contained herein or any breach of any covenant or agreement hereunder by a Seller or Spiegel. Except as permitted or required by the DIP Loan Agreement, or required by the Bankruptcy Court, the Canadian Court (where applicable) or applicable Law, or as described in Section 5.01 of the Disclosure Schedule, each Seller (and, following the Stock Transfer, Spiegel) covenants and agrees that, between the date hereof and the Closing, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheldPurchaser, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only inwill not, and will cause Newco not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities respect of any Pur chased Assets or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.:

Conduct of Business Prior to the Closing. (a) Between From the date of this Agreement hereof until the Closing, except for any actions taken or omitted reasonably and Closing in good faith to respond to COVID-19 or COVID-19 Measures to the extent not materially inconsistent with the actions taken or omitted by Cantel or its Affiliates, as a whole, in response to COVID-19 or COVID-19 Measures or as (or earlier termination of w) otherwise provided in this Agreement), except (ix) as contemplated hereunder or set forth in Section 5.1(a) of the Disclosure Schedule, or (ii) with the prior written consent of the Purchaser consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), (y) required by any Law, or (z) set forth on Schedule 6.1 of the Seller Disclosure Letter, Sellers shall (i) use commercially reasonable efforts to conduct its business as it relates the Business in the Ordinary Course of Business and (ii) use commercially reasonable efforts to maintain and preserve intact the Business and the Purchased Assets and to preserve the Assumed Liabilities only inrights, goodwill and not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services relationships of the In-Scope Employees and its other current officersemployees, employees and consultantsCustomers, (D) maintain and preserve intact its current relationships with customerslenders, suppliers, creditors regulators and other Persons others having relationships with which the Seller has significant business relationsBusiness. Without limiting the generality of the foregoing and in furtherance thereof, except for any actions taken or omitted reasonably and in good faith to respond to COVID-19 or COVID-19 Measures to the extent not materially inconsistent with the actions taken or omitted by Cantel or its Affiliates, as a whole, in response to COVID-19 or COVID-19 Measures or as (w) otherwise provided in this Agreement, (Ex) comply in all material respects with applicable Law and Governmental Orders applicable consented to the Purchased Assets and the Assumed Liabilitiesby Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), (Fy) maintain required by any Law, or (z) set forth on Schedule 6.1 of the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Disclosure Letter, Sellers shall not:

Conduct of Business Prior to the Closing. (a) Between Except as required by applicable Law, as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified in Section 7.01 of the Seller Disclosure Schedule, from the date of this Agreement and Closing (or earlier termination of this Agreement)through the Closing, except (i) as contemplated hereunder or set forth unless Buyer otherwise consents in Section 5.1(a) of the Disclosure Schedule, or (ii) with the prior written consent of the Purchaser advance in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the Seller shall conduct cause HLIKK to (a) maintain its business as it relates to the Purchased Assets and the Assumed Liabilities only incorporate existence, pay its taxes when due, and not take any action except conduct the Business in the Ordinary Courseordinary course consistent with past practice and (i) use its reasonable best efforts to maintain in effect all of its Permits, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current relationships comply with customers, suppliers, creditors and other Persons with which the Seller has significant business relations, (E) comply in all material respects with applicable Law Laws and Governmental Orders applicable to HLIKK, its assets, properties or business, and (ii) use its reasonable best efforts to maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it and carry on its business in compliance with Material Contracts (including performing its obligations thereunder), in the Purchased Assets and the Assumed Liabilitiesordinary course of business consistent with past practice, (Fb) not terminate without cause the services of executive officers and key Employees of HLIKK (for the avoidance of doubt, other than the Expat Employees), (c) maintain the its books and records related in the ordinary course consistent with past practice, (d) within fifteen (15) days of obtaining Knowledge of any material event or material occurrence not in the ordinary course of either its business or, solely with respect to obligations under a Seller Guarantee or Other Guarantee (as defined in the Purchased Assets Assignment, Assumption, Hold Harmless and Indemnification Agreement), the Assumed Liabilities business of any guarantor thereunder, notify Buyer of such event or occurrence unless at the time such notice is required such event or occurrence is no longer material, including as a result of actions taken by Seller or its Affiliates, and (Ge) materially satisfy refrain from taking any service-level commitments to customers in connection with of the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.following actions:

Conduct of Business Prior to the Closing. Except (a) Between the date of this Agreement and Closing (or earlier termination of this Agreement), except (iA) as contemplated hereunder or set forth consented to in Section 5.1(a) of writing by the Disclosure ScheduleBuyer, or (ii) with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organizationas expressly contemplated by this Agreement or any Ancillary Agreement, (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultantsas disclosed on Schedule 5.1, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which the Seller has significant business relationsas required by applicable Law (including COVID-19 Measures), (E) comply as necessary to preserve the health and safety of employees, customers and other natural persons involved in, or coming into contact with, the Business, or (F) for the oversight of the Business by Governmental Authorities (or their designees) as part of the approval process under applicable Competition/Foreign Investment Laws, the Seller (with respect to the Business) (or its designee under applicable Law) shall use commercially reasonable efforts, from and after the date of this Agreement and until the Closing, to (i) conduct the operations of the Business in the ordinary course consistent in all material respects with past practice, and (ii) maintain satisfactory relationships with suppliers, customers and others having material business relationships with the Business. Without limiting the generality of the foregoing, except (x) as expressly contemplated by this Agreement or any Ancillary Agreement, (y) as set forth on Schedule 5.1, or (z) as required by applicable Law and Governmental Orders applicable (including COVID-19 Measures), the Seller (with respect to the Purchased Assets and Business) (or its designee under applicable Law) shall not, do any of the Assumed Liabilitiesfollowing without the prior written consent of the Buyer, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) which consent shall not be unreasonably withheld, conditioned or second level (also referred to as “L2”) support under the Transferred Contracts.delayed:

Conduct of Business Prior to the Closing. (a) Between During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (or earlier termination of this Agreementthe “Pre-Closing Period”), except (i) as expressly contemplated hereunder or required by this Agreement, (ii) as required to be taken by any Law or Governmental Order, (iii) as set forth in the applicable Section 5.1(aof Section 6.01(a) of the Seller Disclosure ScheduleLetter, (iv) as required to be taken, or omitted to be taken, pursuant to any COVID-19 Measures, or (iiv) with the prior written consent of as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to (in respect of the Purchased Assets Business, Holding Companies and Company Subsidiaries), and shall cause the Business, the Holding Companies and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, Company Subsidiaries to use commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assetsconduct the Business and the operations of the Holding Companies and Company Subsidiaries in the Ordinary Course of Business, (B) maintain and preserve substantially all Permits, Assets, the Business and the other businesses and operations of the Holding Companies and the Company Subsidiaries intact its business organization, in all material respects and (C) keep available the services of the In-Scope Employees and its other current officers, employees and consultants, (D) maintain and preserve intact its current in all material respects the Business’, Holding Companies’ and the Company Subsidiaries’ relationships with employees, customers, suppliers, creditors vendors, distributors and other Persons others having dealings with which the Business; provided, however, that the failure of the Seller has significant business relations, (Eor any of the Holding Companies or Company Subsidiaries to take any action prohibited by Section 6.01(b) comply shall in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contractsno circumstances be deemed a breach of this Section 6.01(a).

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Between the date of this Agreement and Closing (or earlier termination of as expressly contemplated by this Agreement), except (ib) as contemplated hereunder relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.1(a) 5.01 of the Seller Disclosure ScheduleSchedule or (d) as required by applicable Law, or between the date hereof and the Closing Date, each of ICX, Seller and each Seller Subsidiary shall (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only inSeller’s 2009 capital plan, and not take any action except in the Ordinary Course, and the Seller shall, (iii) use its commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, key employees and consultants, (D) maintain consultants of the Business and to preserve intact its the goodwill and current relationships of ICX, Seller and each Seller Subsidiary with each of the customers, suppliers, creditors suppliers and other Persons with which whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller has significant business relationsDisclosure Schedule, (E) comply in all material respects with as otherwise expressly contemplated by this Agreement, as required by applicable Law and Governmental Orders applicable to or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld or delayed), neither ICX, Seller nor any Seller Subsidiary shall, between the Purchased Assets date hereof and the Assumed LiabilitiesClosing Date, (F) maintain directly or indirectly, do, or agree to do, any of the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.following:

Conduct of Business Prior to the Closing. (abk) Between Each of the Sellers agrees that, during the period from the date of hereof until the Closing or such earlier time as this Agreement and Closing (or earlier termination of this Agreement)may be terminated in accordance with its terms, except as (iI) as otherwise expressly permitted or required by this Agreement or the other Ancillary Agreements, (II) contemplated hereunder or by the Company Restructuring, (III) required by applicable Law, (IV) set forth in Section 5.1(a5.01(a) of the Disclosure ScheduleSchedules, or (iiV) with the prior written consent of the consented to by Purchaser in writing (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), it shall cause the Seller shall Companies and their Subsidiaries to conduct its business as it relates to the Purchased Assets and Business in the Assumed Liabilities only inordinary course consistent with past practice, and not take any action except in Sellers will cause the Ordinary Course, Companies and the Seller shall, their Subsidiaries to use their commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its their business organization, (C) to keep available the services of the In-Scope their current officers and Business Employees and its to preserve the present relationships with those Persons having significant business relationships with the Companies or any of their Subsidiaries. Without limiting the generality of the foregoing and except as (A) otherwise expressly permitted or required by this Agreement or the other current officersAncillary Agreements, employees and consultants(B) contemplated by the Company Restructuring, (C) required by applicable Law, (D) maintain and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which set forth in Section 5.01(a) of the Seller has significant business relations, Disclosure Schedules or (E) comply consented to by Purchaser in all material respects with applicable Law writing (which consent shall not be unreasonably conditioned, withheld or delayed), during the period specified in the preceding sentence, each of the Sellers shall not, and Governmental Orders applicable shall not permit the Companies or any of their Subsidiaries to, to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related extent it relates to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.Business:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Between the date of this Agreement and Closing (or earlier termination of as expressly contemplated by this Agreement), except (ib) as contemplated hereunder relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.1(a5.01of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, each of ICX, Seller and each Seller Subsidiary shall (i) conduct the Disclosure ScheduleBusiness only in the ordinary course, or consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only inSeller’s 2009 capital plan, and not take any action except in the Ordinary Course, and the Seller shall, (iii) use its commercially reasonable efforts to, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: (A) preserve substantially intact its existing assets, (B) preserve substantially intact its business organization, (C) keep available the services of the In-Scope Employees and its other current officers, key employees and consultants, (D) maintain consultants of the Business and to preserve intact its the goodwill and current relationships of ICX, Seller and each Seller Subsidiary with each of the customers, suppliers, creditors suppliers and other Persons with which whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller has significant business relationsDisclosure Schedule, (E) comply in all material respects with as otherwise expressly contemplated by this Agreement, as required by applicable Law and Governmental Orders applicable to or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld or delayed), neither ICX, Seller nor any Seller Subsidiary shall, between the Purchased Assets date hereof and the Assumed LiabilitiesClosing Date, (F) maintain directly or indirectly, do, or agree to do, any of the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.following:

Conduct of Business Prior to the Closing. (a) Between Each of the Sellers agrees that, during the period from the date of hereof until the Closing or such earlier time as this Agreement and Closing may be terminated in accordance with its terms, except as (A) otherwise expressly permitted or earlier termination of required by this Agreement), except the Ancillary Agreements, the Interaffiliate Contracts, (iB) as contemplated hereunder or required by applicable Law, (C) set forth in Section 5.1(a5.01(a) of the Disclosure ScheduleLetter, or (iiD) with the prior written consent of the Purchaser consented to by Purchasers in writing (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), the Seller Sellers shall conduct its business as it relates to the Purchased Assets and the Assumed Liabilities only in, and not take any action except in the Ordinary Course, and the Seller shall, use their commercially reasonable efforts toto (i) cause the Target Companies and each of their respective Subsidiaries to conduct their operations in the ordinary course consistent with past practice, in each case, as it relates to the Purchased Assets, the Assumed Liabilities or the In-Scope Employees: and (Aii) preserve substantially intact its existing assets, (B) preserve substantially intact its their business organization, (C) to keep available the services of their current officers and to preserve the In-Scope Employees present relationships with those Persons having business relationships with the Target Companies or any of their respective Subsidiaries. Without limiting the generality of the foregoing and its other current officersexcept as (A) otherwise expressly permitted or required by this Agreement, employees and consultantsthe Ancillary Agreements, the Interaffiliate Contracts, (B) required by applicable Law, (C) set forth in Section 5.01(a) of the Disclosure Letter, or (D) maintain consented to by Purchasers in writing (which consent shall not be unreasonably conditioned, withheld or delayed), during the period specified in the preceding sentence, each of the Sellers shall not and preserve intact its current relationships with customers, suppliers, creditors and other Persons with which shall not permit the Seller has significant business relations, (E) comply in all material respects with applicable Law and Governmental Orders applicable to the Purchased Assets and the Assumed Liabilities, (F) maintain the books and records related to the Purchased Assets and the Assumed Liabilities and (G) materially satisfy Target Companies or any service-level commitments to customers in connection with the Seller’s first level (also referred to as “L1”) or second level (also referred to as “L2”) support under the Transferred Contracts.of their respective Subsidiaries to: