Common use of Interim Operating Covenants Clause in Contracts

Interim Operating Covenants. (a) CBA covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except as required by applicable Law or any Governmental Entity, or as otherwise contemplated by the terms of this Agreement (including Section 7.13 and Section 7.14 hereof), it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA shall not, nor permit any Subsidiary to, take any of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent: (1) implement or adopt any material change in its material accounting principles, practices or methods, other than as may be required by Law or applicable accounting requirements; (2) terminate, enter into, establish, adopt, or materially amend any CBA Plan or employment agreement, or materially increase the compensation of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Business, or (y) as required by any CBA Plan or employment agreement in effect as of the date hereof; (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3); (4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business or division thereof; (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to the exercise or conversion of any options, warrants, convertible securities or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, or enter into any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (9) (i) make any investment in any Person (other than in money market funds, cash equivalents or Fund Investments), or (ii) incur any expenses outside the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate (other than expenses incurred in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements); (10) transfer any of its material assets, other than transactions in the Ordinary Course of Business; or (11) enter into any Contract with respect to any of the foregoing. (b) Pubco covenants and agrees that, during the Interim Period, except as required by applicable Law or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, Pubco shall not, nor permit any Subsidiary to, take any of the Interim Period Restricted Actions, mutatis mutandis without CBA’s prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case as set forth in Schedule 7.2(b); provided, further, for purposes of this Section 7.2(b), Fund Investments shall mean investments by a Pubco Company in a Public Fund.

Interim Operating Covenants. The Business shall be conducted in, and the Sellers shall not take any action that materially deviates from, the ordinary course of business consistent with past practice, and the Sellers shall (a) CBA covenants and agrees that, between operate the date Facilities or cause the Facilities to be operated in a manner substantially consistent with applicable requirements of this Agreement all Governmental Authorities and the earlier to occur of the Effective Time Facilities’ and the dateSellers’ respective past practices, if any, on which this Agreement is terminated pursuant including maintaining the Licenses in full force and effect; (b) subject to Section 9.1 4.19, maintain the Assets or cause the Assets to be maintained in substantially their existing condition, reasonable wear and tear excepted; (the “Interim Period”)c) comply in all material respects with all statutes, except as required by applicable Law or laws, ordinances, rules, regulations, requirements, judgments, orders and decrees of any Governmental EntityAuthority (collectively, “Applicable Law”) with respect to the Assets and the operation thereof, including all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Facilities and compliance in all material respects with all Government Programs; (d) timely pay all rents and other payments due on or before the Closing under, and otherwise maintain and comply with, all Contracts, all Tenant Leases, all Equipment Leases, all Residency Agreements and all Employee Benefit Plans; (e) except in the ordinary course of business and consistent with past practice (or as otherwise contemplated required by the terms of this Agreement (including Section 7.13 and Section 7.14 hereofa Governmental Authority), it shall use commercially reasonable efforts not agree to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA shall not, nor permit or make any Subsidiary to, take any of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent: (1) implement changes or adopt any material change in its material accounting principles, practices or methods, other than as may be required by Law or applicable accounting requirements; (2) terminate, enter into, establish, adopt, or materially amend any CBA Plan or employment agreement, or materially increase the compensation of any Employee, other than, modifications in any such case, Residency Agreements or incur any further obligations or surrender any rights thereunder; (wf) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Business, or (y) as required by any CBA Plan or employment agreement in effect as of the date hereof; (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3); (4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business or division thereof; (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to the exercise or conversion of any options, warrants, convertible securities or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, or enter into any closing agreementagreements or leases which would have had to be disclosed in any section of the Disclosure Letter had such agreements or leases been entered into prior to the Effective Date; (g) not enter into or agree to or make any changes or modifications in any Contracts, settlement Tenant Leases, Equipment Leases or compromise of Employee Benefit Plans or incur any claim further obligations or assessment, surrender any rights thereunder; (h) keep in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period full force and effect insurance policies with respect to any claim or assessment for material Taxes; (9) the same coverage limits and otherwise on substantially the same terms as existing policies through the Closing Date; (i) make any investment maintain in any Person good standing all Licenses necessary to operate the Facilities; and (other than in money market funds, cash equivalents or Fund Investments), or (iij) incur any expenses outside the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate (other than expenses incurred in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements); (10) transfer any of its material assets, other than transactions in the Ordinary Course of Business; or (11) enter into any Contract with respect to any of the foregoing. (b) Pubco covenants and agrees that, during the Interim Period, except as required by applicable Law or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable reasonable, good faith efforts to conduct its businessmaintain all goodwill and preserve relationships with all Residents, employees, vendors and cause each Subsidiary to conduct its business, in the ordinary courseGovernmental Authorities. Without limiting the foregoing, Pubco shall not, nor permit any Subsidiary to, take any of the Interim Period Restricted Actions, mutatis mutandis without CBA’s prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case as set forth in Schedule 7.2(b); provided, further, for For purposes of this Section 7.2(b)4.1 and Section 2.20, Fund Investments a “material deviation” shall mean investments by a Pubco Company include any actions that would be inconsistent with past practice that could reasonably be expected to result, directly or indirectly, in a Public Fundreduction in net operating income of One Hundred Twenty-Five Thousand Dollars ($125,000.00) or more on an annualized basis, as presented in the Financial Statements.

Interim Operating Covenants. (a) CBA covenants From the Effective Date through the Closing Date, Landmark shall, and agrees thatshall cause the applicable Project Company which owns or leases each Property to, between continue to operate and maintain each such Property in the date ordinary course of business consistent with past practices and in accordance with the standards of operation and maintenance generally prevailing during its ownership or lease of such Property. (b) From the Effective Date through the Closing Date, Landmark shall not take (and shall not permit any other Landmark Group Party to take) any of the following actions without the prior written consent of PRLP, unless otherwise contemplated by this Agreement or required to do so under Applicable Laws: (i) liquidate, dissolve or wind-up the business and affairs of any Project Company, (ii) issue, redeem, repurchase, dispose, transfer, assign, pledge, encumber, convey, hypothecate, or sell (or permit or authorize any of the foregoing), either directly or indirectly, any Equity Securities of any Landmark Group Party or make any non-cash distributions (in each case other than (x) in accordance with the ordinary course of business of each Project Company, including, without limitation, the normal course of change of ownership of such Project Company due to changes in the occupancy of the applicable Property by space tenants, (y) the issuance or transfer of Equity Securities to reflect the ownership of each Project Company on the Closing Date Organizational Chart attached hereto as Schedule 3.19(b) and (z) in accordance with the terms and conditions of this Agreement and the earlier to occur terms of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”Project Company Operating Agreements), except as required by applicable Law (iii) split, combine or reclassify any securities of any Landmark Group Party or issue or authorize the issuance of any additional or other securities in respect of, in lieu of or in substitution for securities of such Landmark Group Party, (iv) purchase, redeem or otherwise acquire any securities or any Governmental Entityoptions, warrants or other rights to acquire any such securities, (v) enter into, assume or become subject to any Material Contract, (vi) amend, compromise, settle or waive any material right under, cancel or terminate any Contract to which it is a party or by which any Property is bound or affected, (vii) make, change or revoke any material tax election, change any tax annual accounting period, or fail to pay any tax as otherwise contemplated it becomes due, unless such tax is being contested in good faith by appropriate proceedings and for which adequate reserves have been established, or (viii) adopt or make any change in any method of accounting or accounting practice or policy. (c) From the terms of this Agreement Effective Date through the Closing Date, Landmark shall not take (including Section 7.13 and Section 7.14 hereof), it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA shall not, nor not permit any Subsidiary to, take other Landmark Group Party to take) any of the following actions (without the “Interim Period Restricted Actions”), without Pubco’s prior written consent: (1) implement consent of PRLP, unless otherwise contemplated by this Agreement or adopt any material change in its material accounting principles, practices or methods, other than as may be required by Law or applicable accounting requirements; (2) terminate, enter into, establish, adopt, or materially amend any CBA Plan or employment agreement, or materially increase the compensation of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Business, or (y) as required by any CBA Plan or employment agreement in effect as of the date hereof; (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3); (4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business or division thereof; (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interestsdo so under Applicable Laws, or any optionsactions taken, warrantsor omitted, convertible securities in response to COVID-19 or other rights exercisable therefor COVID-19 Measures, or convertible thereinto, other than pursuant to under the exercise or conversion terms of any optionsGround Lease, warrantsTenant Lease, convertible securities material contract or other rights that document previously provided to PRLP or which are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, or enter into any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (9) record: (i) make or permit to be made any investment material capital alterations to or upon the Property (except as provided in any Person (other than in money market fundsthe last sentence of this Section) or as reasonably required after a casualty or condemnation, cash equivalents or Fund Investments), or (ii) incur remove or permit the removal from such Property of any expenses outside fixtures, mechanical equipment, or any other item owned by any Project Company and included in such Property except when replaced with items of equal or greater quality and except for the Ordinary Course use and consumption of Business greater than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) inventory, office and other supplies and spare parts, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the aggregate ordinary course of business, (other than expenses incurred iii) apply any security deposits held by or on behalf of any Project Company to amounts due under the Tenant Leases, unless as permitted under the respective Tenant Leases in connection with the consummation a default thereunder, (iv) cancel, amend or modify in preparation any material respect any material Licenses and Permits held by or on behalf of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements); (10) transfer any of its material assets, other than transactions in the Ordinary Course of Business; or (11) enter into any Contract Project Company with respect to any of the foregoingProperties, or (v) cancel, amend or modify in any material respect any Ground Lease (other than the Yulee Ground Lease Amendment). (bd) Pubco covenants and agrees thatNotwithstanding the foregoing or anything herein to the contrary, during (i) Landmark shall have no obligation to cause any Project Company to perform any capital alterations or Improvements on any Property prior to Closing, (ii) Landmark shall have the Interim Period, except as right to cause Project Companies to perform or continue to perform any capital alterations or Improvements to or upon the Properties without the prior written consent of PRLP provided that such capital alterations or Improvements are required by applicable Law Applicable Laws, or are being made to cure an emergency at the Properties, or are set forth in Schedule 5.1 or are otherwise required under the terms of any Ground Lease or Tenant Lease or any Governmental Entitymaterial contracts or documents previously provided to PRLP or which are of record, (iii) with prior written notice to PRLP, Landmark shall have the right to cause Project Companies to enter into, cancel, amend or as otherwise contemplated herebymodify in any material respect any Tenant Lease, it shall use commercially reasonable efforts to conduct its business, and cause in each Subsidiary to conduct its businesscase, in the ordinary course. Without limiting course of business consistent with past practice, including, to the foregoing, Pubco shall not, nor permit any Subsidiary to, take any extent not executed as of the Interim Period Restricted ActionsEffective Date, mutatis mutandis without CBA’s prior written consent; entering into those certain New Tenant Leases, provided, that during the Interim Period, Pubco PRLP shall be permitted promptly informed of all such decisions and actions taken, and (iv) Landmark Group Parties shall have the right to pay cause to be amended any Tenant Lease with Landmark Healthcare Facilities, LLC in order to make the fees and bonus amounts to term of such Tenant Lease coterminous with the individuals in each case as set forth in Schedule 7.2(b); providedterm of the applicable property management agreement with Landmark Healthcare Facilities, further, LLC for purposes of this Section 7.2(b), Fund Investments shall mean investments by a Pubco Company in a Public Fundthe Property encumbered thereby.

Interim Operating Covenants. Except (ai) CBA as otherwise required or expressly contemplated by this Agreement, (ii) as required by Law or (iii) with the prior written consent or waiver of the Holder (such consent not to be unreasonably withheld, conditioned or delayed), the Company hereby covenants and agrees that, between the date of this Agreement hereof and the earlier to occur of Closing: 4.1.1 the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except as required by applicable Law or any Governmental Entity, or as otherwise contemplated by the terms of this Agreement (including Section 7.13 and Section 7.14 hereof), it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA Company shall not, nor and shall not permit any Subsidiary to, take incur any Indebtedness in an aggregate amount in excess of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent: (1) implement or adopt $50,000,000 outstanding at any material change in its material accounting principles, practices or methods, other than as may be required by Law or applicable accounting requirements; (2) terminate, enter into, establish, adopt, or materially amend any CBA Plan or employment agreement, or materially increase the compensation of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Business, or (y) as required by any CBA Plan or employment agreement in effect as of the date hereof; (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Membertime, except those set forth on Schedule 7.2(a)(3); (4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business or division thereof; (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to the exercise or conversion of any options, warrants, convertible securities or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, or enter into any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (9) (i) make Indebtedness solely between or among the Company and any investment in any Person (other than in money market fundsof its wholly owned Subsidiaries, cash equivalents or Fund Investments), or (ii) incur letters of credit issued in the ordinary course of business consistent with past practices and (iii) trade credit or trade payables in the ordinary course of business consistent with past practices; 4.1.2 except as set forth in the applicable Capital Budget, the Company shall not, and shall not permit any expenses outside the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) Subsidiary to, make or authorize capital expenditures in any calendar year that, individually or two hundred fifty thousand dollars ($250,000) in the aggregate (other than expenses incurred aggregate, exceeds 50% of such amount set forth in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements)applicable Capital Budget; (10) transfer 4.1.3 the Company shall not, and shall not permit any Subsidiary to, sell, lease, license or otherwise dispose of or encumber any of its material assetsproperties or assets that are material, other than transactions individually or in the Ordinary Course aggregate, to the business of Business; or (11) the Company and its Subsidiaries or enter into any Contract with respect to any of the foregoing.; (b) Pubco covenants and agrees that, during 4.1.4 the Interim Period, except as required by applicable Law or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, Pubco Company shall not, nor and shall not permit any Subsidiary to, take acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any Person or division thereof, or otherwise acquire or agree to acquire any assets, in each case, that are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, or enter into any Contract with respect to a joint venture, strategic alliance or partnership; 4.1.5 the Company shall not, and shall not permit any Subsidiary to, amend its or their certificate of incorporation or bylaws or comparable organizational or governing documents, change the size of its board of directors or similar governing body or create an executive committee or similar committee to whom general authority of the board of directors is delegated, provided, however, that nothing contained in this Section 4.1.5 shall prohibit the adoption of a Delaware forum selection bylaw; 4.1.6 the Company shall promptly notify the Holder upon the Company becoming aware of any new Legal Proceeding filed, or threatened to be filed, against the Company or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; or 4.1.7 the Interim Period Restricted ActionsCompany shall not declare or pay any dividends or make any distributions in respect of its capital stock, mutatis mutandis without CBA’s prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case except as expressly set forth in Schedule 7.2(b); provided, further, for purposes of this Section 7.2(b), Fund Investments shall mean investments by a Pubco Company in a Public FundAgreement.

Interim Operating Covenants. (a) CBA covenants and agrees that, between From the Effective Date until the earlier of: (1) the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 in accordance with Article XI and (2) the Closing Date (such period, the “Interim Pre-Closing Period”), unless the Buyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing (including via electronic mail as provided in the Company and Sellers’ Disclosure Letter) and except as required contemplated by applicable Law this Agreement or any Governmental Entity, the Ancillary Agreements or as otherwise contemplated by set forth on Section 6.1(a) of the terms Company and Sellers’ Disclosure Letter, the Company shall, and Sellers shall cause the Utz Companies to, conduct and operate their business in all material respects in the Ordinary Course of this Agreement (including Section 7.13 Business and Section 7.14 hereof), it shall use its commercially reasonable efforts to conduct its businesspreserve their existing relationships with material customers, suppliers and distributors, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA Company shall not, nor permit any Subsidiary and Sellers shall cause the Utz Companies not to, take : (i) amend or otherwise modify any of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent:Governing Documents of any ▇▇▇ Company; (1ii) implement or adopt make any material change in changes to its material accounting principlespolicies, practices methods or methodspractices, other than as may be required by Law GAAP or applicable accounting requirementsLaw; (2iii) terminatesell, enter intoissue, establishredeem, adoptassign, transfer, pledge (other than in connection with existing credit facilities), convey or materially amend any CBA Plan or employment agreement, or materially increase the compensation otherwise dispose of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, any Equity Interests of any ▇▇▇ Company or (x) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any ▇▇▇ Company to issue, deliver or sell any Equity Interests of any ▇▇▇ Company; (iv) declare, make or pay any dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of the Company, other than (x) to another ▇▇▇ Company, and (y) Tax Distributions; (v) adjust, split, combine or reclassify any of its Equity Interests; (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities, (B) with respect to IO Contracts, (C) capital leases not to exceed $7,500,000 in the aggregate, and (D) other Indebtedness not to exceed $5,000,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than IO Contracts, an ▇▇▇ Company or in the Ordinary Course of Business, or (yz) as required by amend or modify in any CBA Plan or employment agreement in effect as of the date hereof; material respect any Indebtedness (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3other than IO Contracts); (4vii) acquire commit to or authorize any capital expenditure (by merger or stock series of commitments or asset purchase or otherwise) any corporation, partnershipcapital expenditures), other business organization than capital expenditures (x) contemplated by the capital expenditure schedule set forth on Section 6.1(a)(vii) of the Company and Sellers’ Disclosure Letter (the “CapEx Schedule”), or any material business or division thereof(y) in an amount not to exceed $3,000,000 in the aggregate in excess of the amount set forth on the CapEx Schedule; (5viii) amend the CBA Organizational Documents enter into any material amendment or any other organization documents thereof; termination (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to an expiration in accordance with the exercise or conversion terms thereof) of any options, warrants, convertible securities material term of any Material Contract or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, Material Lease or enter into any closing agreement, settlement Contract that if entered into prior to the Effective Date would be a Material Contract or compromise of any claim or assessmentMaterial Lease, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (9) (i) make any investment in any Person (other than in money market funds, cash equivalents or Fund Investments), or (ii) incur any expenses outside the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate (other than expenses incurred in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements); (10) transfer any of its material assets, other than transactions in the Ordinary Course of Business; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests of another Person (except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $10,000,000, the consideration for which is payable only in cash, so long as, based upon the advice of the Company’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB, whether through merger, consolidation, share exchange, business combination or otherwise; provided that in the event of any such acquisition for consideration not greater than $10,000,000 (A) Sellers and the Company shall not, and shall cause the other Utz Companies not to, engage in discussions or negotiations with potential debt or equity financing sources without notice to Buyer and (B) the Buyer shall be notified prior to entering into, consummation or agreeing to consummate any such acquisition and provided with copies of any related material documentation subject to the Buyer and the Sponsor first executing a joinder to any confidentiality agreement entered into by any ▇▇▇ Company in connection with such acquisition; (x) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or assets owned by, or leased or licensed to, any ▇▇▇ Company, except for (x) Permitted Liens, (y) Liens under existing credit facilities or other Indebtedness permitted pursuant to Section 6.1(a)(vi), and (z) internal liquidations, dissolutions, recapitalizations or reorganizations to the extent not adversely impacting the transactions contemplated by this Agreement; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by an ▇▇▇ Company not covered by insurance in excess of $1,000,000 in any single instance or in excess of $2,000,000 in the aggregate, (x) granting material injunctive or other equitable remedy against an ▇▇▇ Company, (y) which imposes any material restrictions on the operations of businesses of the Utz Companies or (z) by the equityholders of the Company or any other Person which relates to the transactions contemplated by this Agreement; (xii) make, increase, accelerate (with respect to payment or vesting) or grant any compensation or benefits (including severance) to any employee of an ▇▇▇ Company, other than base salary increases made in the Ordinary Course of Business (without taking into account clause (b) of the definition thereof), for new hires or as required pursuant to a Company Employee Benefit Plan in effect on the Effective Date, other than, in each case, one-time cash bonuses or other cash payments which do not exceed $1,750,000 in the aggregate for all employees, provided, that, no more than $750,000 of such amount may be attributable to change-in-control or other transaction bonuses related to the transactions contemplated by this Agreement; (xiii) establish or adopt, or materially amend (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), or terminate any Company Employee Benefit Plan; (xiv) grant, accelerate (with respect to payment or vesting) or announce the grant or award of any equity or equity-based incentive awards; (xv) hire or terminate (other than for cause) any individual with annual base compensation in excess of $370,000; (xvi) sell, assign, transfer, convey, exclusively license or otherwise dispose of any rights or assets owned by, or leased or licensed to, any ▇▇▇ Company, other than (x) inventory or products in the Ordinary Course of Business, and (y) assets with an aggregate fair market value less than $5,000,000; or (11xvii) enter into any Contract with respect agree or commit to do any of the foregoing. (b) Pubco covenants and agrees that, during During the Interim Pre-Closing Period, unless the Buyer shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing (including via electronic mail as provided in the Company and Sellers’ Disclosure Letter) and except as contemplated by this Agreement or the Ancillary Agreements or as set forth on Section 6.1(b) of the Company and Sellers’ Disclosure Letter, the Company shall not, and Sellers shall cause the Utz Companies not to: (i) enter into, renew or modify any Affiliated Transaction; (ii) incur or enter into any Prohibited Affiliate Transaction; or (iii) except to the extent required by applicable Law Law, (1) make, change or revoke any material election relating to Taxes outside the Ordinary Course of Business consistent with past practice (subject to changes in applicable Law), (2) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (3) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter not disclosed in Section 3.8 of the Company and Sellers’ Disclosure Letter, (4) abandon or fail to diligently conduct any material Tax Proceeding, (5) file any amended material Tax Return, (6) fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, (7) file any material Tax Return in a manner materially inconsistent with the past practices of the Utz Companies (subject to changes in applicable Law), (8) fail to pay any material amount of Tax as it becomes due, (9) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), (10) adopt or change a material method of accounting with respect to a material amount of Taxes or change a material accounting period with respect to a material amount of Taxes outside the Ordinary Course of Business consistent with past practice not disclosed in Section 3.8 of the Company and Sellers’ Disclosure Schedule, (11) surrender any right to claim any refund of a material amount of Taxes, or (12) take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment or the representations and warranties in Sections 3.8(f) and 3.8(n) from being true, correct and complete. (c) Nothing contained in this Agreement shall be deemed to give the Buyer, directly or indirectly, the right to control or direct the Company or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, Pubco shall not, nor permit operations of any Subsidiary to, take any of the Interim Period Restricted Actions, mutatis mutandis without CBA’s ▇▇▇ Company prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case as set forth in Schedule 7.2(b); providedClosing. Prior to the Closing, furtherthe Utz Companies shall exercise, for purposes consistent with the terms and conditions of this Section 7.2(b)Agreement, Fund Investments shall mean investments by a Pubco Company in a Public Fundcontrol over their respective businesses and operations.

Interim Operating Covenants. (a) CBA covenants and agrees that, between From the Effective Date until the earlier of: (1) the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 in accordance with Article VII and (2) the Closing Date (such period, the “Interim Pre-Closing Period”), unless Trident shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as required specifically contemplated by applicable Law this Agreement or the Ancillary Agreements, (y) as set forth on Section 5.1(a) of the Company Disclosure Letter or (z) other than in respect of the restrictions set for in subclauses (i), (iii), (iv), (v) (x) or (xiv), to the extent that any action is taken or omitted to be taken in response to or related to the actual or anticipated effect on any of the Target Companies’ businesses of COVID-19 or any Governmental EntityCOVID-19 Measures, in each case with respect to this clause (z) in connection with or as otherwise contemplated by in response to COVID-19, the terms Company shall, and shall cause the Target Companies to, conduct and operate their business in all material respects in the Ordinary Course of this Agreement (including Section 7.13 Business and Section 7.14 hereof), it shall use its commercially reasonable efforts to conduct its businesspreserve their existing relationships with Material Customers and Material Suppliers, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA Company shall not, nor permit any Subsidiary and shall cause the Target Companies not to, take : (i) amend or otherwise modify any of the following actions (the “Interim Period Restricted Actions”)Governing Documents of any Target Company in any manner that would be adverse to Trident or Merger Sub, without Pubco’s prior written consent:except as otherwise required by Law; (1ii) implement or adopt make any material change in changes to its material accounting principlespolicies, practices methods or methodspractices, other than as may be required by Law GAAP or applicable accounting requirementsLaw; (2iii) terminatesell, enter intoissue, establishredeem, adoptassign, transfer, pledge (other than in connection with existing credit facilities), convey or materially amend any CBA Plan or employment agreement, or materially increase the compensation otherwise dispose of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) any Equity Interests of any Target Company or (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating any Target Company to issue, deliver or sell any Equity Interests of any Target Company; (iv) declare, make or pay any dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of the Company or any other Target Company, other than to another Target Company; (v) adjust, split, combine or reclassify any of its Equity Interests; (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities, (B) Indebtedness incurred in the Ordinary Course of Business, including capital leases entered into in the Ordinary Course of Business, (C) Indebtedness incurred in connection with the transactions contemplated herein, and (D) Indebtedness that would convert into Equity Interests upon the consummation of the transactions contemplated herein), (y) make any advances or capital contributions to, or investments in, any Person, other than a Target Company or in the Ordinary Course of Business, or (yz) as required amend or modify in any material respect any Indebtedness for borrowed money (other than in connection with the incurrence of Indebtedness permitted by any CBA Plan or employment agreement in effect as of the date hereof; (3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3Section 5.1(a)(vi)(x)); (4vii) acquire (by merger or stock or asset purchase or otherwise) any corporationcommit to, partnership, other business organization or any material business or division thereof; (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to the exercise or conversion of any options, warrants, convertible securities or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, authorize or enter into any closing agreementagreement in respect of, settlement any capital expenditure (or compromise series of commitments or capital expenditures); (viii) enter into any material amendment or termination (other than an expiration in accordance with the terms thereof) of, or waive compliance with, any material term of any claim Material Contract or assessmentMaterial Lease or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract or Material Lease, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (9) (i) make any investment in any Person (other than in money market funds, cash equivalents or Fund Investments), or (ii) incur any expenses outside the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) individually and solely to the extent such amendment, termination or two hundred fifty thousand dollars ($250,000) in waiver would not materially and adversely impact the aggregate (other than expenses incurred in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements)Target Companies, taken as a whole; (10ix) transfer any of its material assets, other than transactions inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests of another Person; (x) propose, adopt or effect any plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, any Target Company, except for (x) Permitted Liens, (y) Liens under existing credit facilities or other Indebtedness permitted pursuant to Section 5.1(a)(iv) and (z) as required or contemplated by this Agreement; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by a Target Company not covered by insurance in excess of one million dollars ($1,000,000) in any single instance, (x) granting injunctive or other equitable remedy against a Target Company, (y) which imposes any material restrictions on the operations of businesses of the Target Companies or (z) by the equityholders of the Company or any other Person which relates to the transactions contemplated by this Agreement; (xii) except (x) as required under applicable Law, (y) pursuant to the terms of any Company Employee Benefit Plan existing as of the date hereof or (z) in the Ordinary Course of Business, (A) materially increase in any manner the compensation, bonus, severance or termination pay of any of the current or former directors, officers, employees or independent contractors of the Target Companies, (B) become a party to, establish, materially amend (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), commence participation in, or terminate any stock option plan or other stock-based compensation plan, or any material Company Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or independent contractors of the Target Companies (or newly hired employees), (C) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Company Employee Benefit Plan, (D) grant any new awards under any Company Employee Benefit Plan, (E) materially amend or modify any outstanding award under any Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of the Target Companies, (G) forgive any loans made, or issue any loans, to a Target Company’s directors, officers, contractors or employees, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any employee or consultant if such new employee or consultant will receive, or does receive, annual base compensation (or annual base wages or fees) in excess of two hundred thousand dollars ($200,000); (xiii) sell, lease, assign, transfer, license, or otherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, any Target Company, other than in the Ordinary Course of Business; (xiv) fail to take any action required to maintain any material insurance policies of any Target Company in force (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such insurance policy being void or voidable (other than (i) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (ii) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application or (iii) actions in the Ordinary Course of Business); or (11xv) enter into any Contract with respect agree or commit to do any of the foregoing. (b) Pubco covenants and agrees that, during During the Interim Pre-Closing Period, unless Trident shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as contemplated by this Agreement or the Ancillary Agreements, (y) as set forth on Section 5.1(b) of the Company Disclosure Letter or (z) to the extent that any action is taken or not taken in response to the actual or anticipated effect on any Target Company’s business of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) in connection with or in response to COVID-19, the Company shall not, and shall cause the Target Companies not to: (i) enter into, renew or modify any Prohibited Affiliate Transaction; or (ii) except to the extent required by applicable Law Law, (1) make, change or revoke any material election relating to Taxes outside the Ordinary Course of Business that is inconsistent with past practice (subject to changes in applicable Law), (2) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (3) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter not disclosed in Section 3.8 of the Company Disclosure Letter (other than at the request of a Taxing Authority), (4) file any amended material Tax Return, (5) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), (6) surrender any right to claim any refund of a material amount of Taxes, or (7) take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment. (c) Nothing contained in this Agreement shall be deemed to give Trident, directly or indirectly, the right to control or direct the Company or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, Pubco shall not, nor permit operations of any Subsidiary to, take any of the Interim Period Restricted Actions, mutatis mutandis without CBA’s Target Company prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case as set forth in Schedule 7.2(b); providedClosing. Prior to the Closing, further, for purposes subject to the terms of this Section 7.2(b)Agreement, Fund Investments the Target Companies shall mean investments by a Pubco Company in a Public Fundexercise, consistent with the terms and conditions of this Agreement, control over their respective businesses and operations.

Interim Operating Covenants. Except (a) CBA covenants and agrees thatas otherwise required or contemplated by this Agreement, between (b) for actions approved by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed) or (c) as required to comply with applicable Law, from the date hereof through the Closing or the earlier termination of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”)Article 9, except as required by applicable Law or any Governmental Entity, or as otherwise contemplated by the terms of this Agreement (including Section 7.13 and Section 7.14 hereof), it each Seller shall use commercially reasonable efforts to conduct its the Bars Business in the ordinary course of business; provided that nothing in this Section 7.1 will prohibit the Sellers from asserting and exercising their rights under any Contracts or Laws in connection with any Action, and Sellers shall not: (i) sell, transfer, license, lease, mortgage or otherwise dispose of or subject to Liens (other than Permitted Liens), any assets constituting Acquired Assets, except for the sale of goods in the ordinary course of business; (ii) acquire (by merger, exchange, consolidation or acquisition of stock or assets or otherwise), any other Person or all or substantially all of the assets of any other Person, in each case, if such Person or such assets, as applicable, would constitute Acquired Assets at the Closing; (iii) (A) materially amend or materially modify any Assumed Contract; (B) voluntarily terminate any Assumed Contract; or (C) enter into or propose to enter into any Contract that if existing as of the date hereof would be an Assumed Contract, in each case except as amended, modified, terminated, entered into or proposed to be entered into in the ordinary course of business; (iv) increase the compensation or benefits of any employee of the Bars Business (except for (A) increases in salary for such employees in the ordinary course of business, and cause each Subsidiary (B) nonmaterial changes to conduct its businessemployee benefit arrangements that are generally applicable to other employees of Sellers); (v) initiate, compromise or enter into any settlement of pending or threatened litigation or arbitration proceedings in respect of the ordinary course. Without limiting the foregoing, CBA shall not, nor permit any Subsidiary to, take Bars Business or any of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent: (1) implement Acquired Assets or adopt any material change in its material accounting principles, practices or methodsAssumed Liabilities, other than as may be required by Law or applicable accounting requirementsany such settlement that provides for solely monetary obligations; (2vi) terminate(A) sell, enter intotransfer, establishlicense, adoptlease or otherwise dispose of or subject to Liens (other than Permitted Liens) any Owned Intellectual Property Assets, or materially amend (B) agree to terminate or permit the lapse any CBA Plan material Owned Intellectual Property; (vii) submit, propose or employment agreement, or materially increase the compensation of accept any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Businesscustomer bids that would constitute a Closing Date Purchase Order, or (y) supplier purchase orders (or any other supplier commitment or agreements to purchase) related to the Bars Business for more than (as required reasonably determined by any CBA Plan or employment agreement Sellers) a 30 days’ supply of goods, in effect as of the date hereofeach case without five (5) Business Days prior written notice to Buyer; (3viii) accept any assignment in each case with respect to the Bars Business or transfer of any assets the Purchased Assets, make or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3); (4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or change any material business or division thereof; Tax election (5) amend the CBA Organizational Documents or any other organization documents thereof; (6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant any election made in the ordinary course of business and consistent with past practice), adopt or change any material method of Tax accounting, initiate, maintain or conclude any voluntary disclosure with respect to the exercise or conversion of any optionsTaxes, warrants, convertible securities or other rights that are outstanding on the date hereof; (7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto; (8) make any change in its material Tax elections or accounting methods, or enter into any closing agreementagreement pursuant to Code § 7121 (or similar provision of state, settlement local or compromise of foreign Law), settle any material Tax claim or assessment, in each case in respect of material assessment (to the extent it will increase the Buyer’s liability for Taxes), or consent to any extension or waiver of any limitation period the statute of limitations with respect to any claim or assessment for material Taxes; (9) (iix) make any investment in any Person (other than in money market funds, cash equivalents changes to its accounting principles or Fund Investments), or (ii) incur any expenses outside practices to the Ordinary Course of Business greater than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in extent applicable to the aggregate (other than expenses incurred in connection with the consummation (or in preparation of the consummation) of the Merger and the other transactions contemplated by this Agreement and the other Ancillary Agreements); (10) transfer any of its material assetsBars Business, other than transactions in the Ordinary Course of Businessas may be required by GAAP or Law; or (11x) enter into any Contract with respect agree or otherwise commit to any of the foregoing. (b) Pubco covenants and agrees that, during the Interim Period, except as required by applicable Law or any Governmental Entity, or as otherwise contemplated hereby, it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, Pubco shall not, nor permit any Subsidiary to, take any of the Interim Period Restricted Actionsactions prohibited by the foregoing clauses (i) through (ix). Notwithstanding the foregoing, mutatis mutandis without CBA’s nothing in this Section 7.1 or anywhere else in this Agreement shall give the Buyer, directly or indirectly, the right to control or direct the operations of any Seller or the Bars Business prior written consent; provided, that during the Interim Period, Pubco shall be permitted to pay the fees and bonus amounts to the individuals in each case as set forth in Schedule 7.2(b); providedClosing, furtherand, for purposes prior to the Closing, the Seller shall exercise, consistent with the terms and conditions of this Section 7.2(b)Agreement, Fund Investments shall mean investments by a Pubco Company in a Public Fundcomplete and unilateral control and supervision over the operation of the Bars Business.