Common use of Absence of Certain Changes, Events and Conditions Clause in Contracts

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except Except as set forth on Section 3.08 Schedule 4.14, since January 1, 2024, the Business has been conducted in the Ordinary Course of the Disclosure SchedulesBusiness, there has not been, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Company, any: Business have not: (a) experienced an event, occurrence circumstance, condition, change or development that has had, or could reasonably be expected to havethat, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect; , (b) amendment experienced any material loss, damage or destruction of any assets related to the sale of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss Products (whether or not covered by insurance), (c) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) experienced any material capital expenditures; supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (qd) imposition with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of any Encumbrance upon assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the Company propertiesterms and conditions with respect to the pricing of the Products or supplies relating to the Product, equity interests (g) other than in the Ordinary Course of Business, modified or assetsamended any Assumed Contract or waived, tangible released or intangible; assigned any material rights or claims under any Assumed Contract, (rh) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) grant of settled or waived any bonusesmaterial Actions with respect to the Business, whether monetary or otherwise, or increase in (j) disclosed any wages, salary, severance, pension or other compensation or benefits in material nonpublic information with respect of its current or former employees, officers, directors, independent contractors or consultants, to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as provided for disclosed in any written agreements its SEC Report or otherwise required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00), or (iiik) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take taken any action or enter into any other transaction that would have the effect of increasing the Tax liability been prohibited or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or otherwise restricted under Section 6.01(c) or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingd).

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.07 of the Dorian Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practiceentry into the Term Sheet, except as set forth on Section 3.08 of the Disclosure SchedulesTransaction Documents, the November Private Placement and any transactions contemplated therein, there has not been, with respect to the CompanyDorian or any Dorian Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Dorian Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Companycharter, by-laws or other organizational documents; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock, except in the November Private Placement; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material ContractContract other than in the ordinary course of business; (ig) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (constructive or actual), whether or not covered by insurance) , to its propertyany material asset of Dorian or any Dorian Subsidiary; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company Dorian or any Dorian Subsidiary is a party or by which it is bound; (pl) any material capital expendituresexpenditures in excess of $500,000, excluding any expenditures relating to the acquisition, including any newbuilding contract for the construction of, any Vessel; (qm) imposition of any Encumbrance upon any of the Company Dorian’s or any Dorian Subsidiaries’ Vessels, properties, equity interests capital stock or assets, tangible or intangible; (r) (in) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor contractors or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wq) purchase, lease or other acquisition of the right to own, use or lease any property or assets asset for an amount in excess of $250,000.00500,000, individually (or in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceaggregate; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateNovember 29, 2015, and other than in the ordinary course of business consistent with past practice, except as set forth listed on Section 3.08 4.7 of the Disclosure SchedulesSchedule, there none of the following has not been, with respect to the Company, anyoccurred: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice for the Business or any change in its depreciation or amortization policies or rates theretofore adopted or revalued any of its assets for the Company, except as required by GAAP or as disclosed in the notes to the Financial StatementsBusiness; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hb) entry into any Contract that would constitute a Material Contract; (ic) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Liability by the Business or in connection with the ordinary course of business consistent with past practiceBusiness or Transferred Assets; (jd) transfer, assignment, sale sale, lease, or other disposition of any of the assets shown Transferred Assets or reflected any other asset of the Business, or creation of any Encumbrance on any of the Transferred Assets, except in the Balance Sheet or ordinary course of business; (e) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Transferred Assets; (kf) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mg) material damage, destruction or loss (loss, or any interruption in use, of any Transferred Assets in excess of $10,000 in the aggregate, whether or not covered by insurance) to its property; (ni) any capital investment ingrant, or any loan tooutside the ordinary course of business, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current or former employees, officers, directors, independent contractors or consultantsany Employees, other than as provided for in any written agreements or required by applicable Lawconsistent with past practice, (ii) change in any change, outside the ordinary course of business, of the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantEmployee; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any member, director, officer or employee of its members or current or former directors, manages, officers and employeesSeller; (uj) entry into a new line capital expenditure or commitment therefore relating to the Business for additions to its property, facilities or equipment outside of business or abandonment or discontinuance of existing lines the ordinary course of business; (vk) adoption of instituted, settled or agreed to settle any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under Action before any provisions of federal or state bankruptcy Law or consent Governmental Authority relating to the filing of any bankruptcy petition against it under any similar LawBusiness, the Transferred Assets or the Assumed Liabilities; (wl) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodMaterial Adverse Effect; or (zm) any Contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except Except as set forth on in Section 3.08 4.9 of the Company Disclosure SchedulesSchedule, since the Interim Financial Statements Date, the Company has conducted its business in the Ordinary Course of Business, and there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any Equity of its equity intereststhe Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity of its equity intereststhe Company; (ec) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any Equity of its equity intereststhe Company; (fd) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (ge) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee Guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts Indebtedness or entitlements; (ki) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its propertyproperty (including Real Property); (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (pl) any material capital expenditures; (q) other than Permitted Encumbrances, imposition of any Encumbrance upon any of the Company properties, equity interests Company’s properties (including Real Property) or assets, tangible or intangible; (r) (i) grant or contemplated grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, directors, officers, directors, consultants or independent contractors or consultantscontractors, other than as provided for in the ordinary course of business or in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, director, manager, officer, director, consultant or independent contractor or consultantcontractor; (sn) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former a key employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former shareholders, directors, managesmanagers, officers and employees; (up) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00100,000, individually (in the case of a lease, per annum) or $1,000,000.00 150,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xs) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity Equity of, or by any other manner, any business or any Person or any division thereof; (yt) action by the Company making, changing or revoking any election relating to makeTaxes, change changes to an annual accounting period or rescind adoption of or changes to any Tax electionaccounting method relating to Taxes, amend filing of any Tax Return or take any position on any amended Tax Return, take entering into any actionclosing agreement, omit settlement of any Tax claim or assessment relating to the Company, surrendering of any right to claim a refund or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; (u) amendment of the Organizational Documents of the Company; (v) transfer or assignment of or grant of any license or sublicense under or with respect to the Company Intellectual Property or Company IP Agreements; (w) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or loss of confidentiality or value of any material Trade Secrets included in the Company Intellectual Property by failure to take any action or enter into any other transaction that would have maintain reasonable secrecy measures to protect the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodsame; or (zx) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure SchedulesBusiness, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Companyfor its business, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP, which negatively affected its business; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) entry into any Contract that would constitute a Material Venaxis Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicematerial Debt; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet or cancellation Sheet, except for the consummation of any debts or entitlementsthe transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (kg) transfer cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (loss, or any interruption in use, of any assets, whether or not covered by insurance) to its propertyinsurance that would constitute a Material Adverse Effect; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is boundPermit; (pk) any material capital expenditures; (ql) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (im) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, employee or current or former independent contractors or consultantscontractor, other than as provided for in any written agreements or required by applicable Lawconsistent with past practice, (ii) or change in the terms of employment consultancy for any employee independent contractor; (n) entry into or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00employment or consulting agreement, written or oral, or (iii) action to accelerate modification of the vesting or payment terms of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantsuch existing agreement; (so) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members current or former employee or current or former directors, manages, officers and employeesindependent contractor; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wq) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xr) acquisition by merger adoption, amendment, modification or consolidation withtermination of any bonus, profit sharing, incentive, severance, or by purchase other plan, Contract or commitment for the benefit of a substantial portion of the assets any current or stock former employee or other equity of, current or by former independent contractor (or any such action taken with respect to any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodVenaxis Benefit Plan); or (zs) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateExcept as expressly contemplated by this Agreement, and other than in the ordinary course of business consistent with past practice, except or as set forth on Section 3.08 4.07 of the Disclosure Schedules, since January 1, 2016, through the Effective Date, Seller has operated the Company and transacted Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the CompanyBusiness, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment revocation or other loss of any of the Organizational Documents of the CompanyPermit or Intellectual Property Registration issued by a Governmental Authority; (c) split, combination or reclassification incurrence of any indebtedness for borrowed money in connection with the Company and transaction of its equity intereststhe Business, except customary trade payables and obligations incurred in the Ordinary Course of Business; (d) issuance, sale or other disposition of any of its equity interests, or grant the Purchased Assets except for the sale of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Inventory in the Ordinary Course of its equity interestsBusiness; (e) declaration or payment cancellation of any dividends debts or distributions on claims or in respect amendment, termination or waiver of any of its equity interests or redemption, purchase or acquisition of any of its equity interestsrights constituting Purchased Assets; (f) capital expenditures which would constitute an Assumed Liability; (g) material change in any method of accounting or accounting practice of for the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gh) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company propertiesPurchased Assets, equity interests or assets, tangible or intangibleexcept for Permitted Encumbrances; (rj) (i) grant increase in the compensation of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms Ordinary Course of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantBusiness; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tk) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, managesmanagers, officers and employeesor employees of the Company; (ul) entry into a new line adoption, termination, amendment or modification of business or abandonment or discontinuance any Benefit Plan, the effect of which in the aggregate would increase the obligations of Seller by more than five percent (5%) of its existing lines of businessannual obligations to such plans; (vm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wn) purchase, lease purchase or other acquisition of the right to own, use or lease any property or assets for asset that constitutes a Purchased Asset in an aggregate amount in excess of exceeding $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)10,000, except for purchases of inventory Inventory or supplies in the ordinary course Ordinary Course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodBusiness; or (zo) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJune 30, 2024, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws, or other organizational documents of the Company; (c) split, combination combination, or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale sale, or other disposition of any of its equity interestscapital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase purchase, or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements; (ki) transfer or assignment of transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or amendment to, or cancellation of any material contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock, or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sn) adoption, modification modification, or termination of any: (i) material employment, severance, retention retention, or other agreement with any current or former employee, officer, director, independent contractor contractor, or consultant, (ii) Benefit Plan benefit plan, or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, managesofficers, officers and employees; (up) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDate and except as set forth on Schedule 3.05, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) (i) material change in the composition, condition, or utility of the Purchased Assets, except for changes contemplated by this Agreement and changes in the ordinary course of business consistent with past practice or (ii) any damage, destruction or loss, whether or not covered by insurance, which has or may adversely affect Seller or its ability to operate the Business in the ordinary course of business; (b) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a materially adverse effect on (i) the business, results of operations, condition (financial or otherwise) or assets of the Business, (ii) the value of the Purchased Assets, or (iii) the ability of Seller to consummate the transactions contemplated hereby on a timely basis (“Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company”); (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (gd) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract contract that would constitute a Material ContractContract (as hereinafter defined); (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or cancellation Sheet, except for the sale of any debts or entitlementsInventory in the ordinary course of business; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (ni) any material capital investment in, or any loan to, any other Personexpenditures which would constitute an Assumed Liability; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (qj) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tk) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wl) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Twenty Five Thousand Dollars ($250,000.0025,000), individually (in the case of a lease, per annum) or One Hundred Thousand Dollars ($1,000,000.00 100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice; (xm) acquisition by merger declaration or consolidation with, payment of any dividends or by purchase of a substantial portion of the assets distributions on or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodof Seller’s capital stock or redemption, purchase or acquisition of Seller’s capital stock; orand (zn) any Contract agreement or commitment by the Seller to do any of the foregoing, or any action or omission that would result things described in any of this Section 3.05 since the foregoingapplicable dates set forth herein.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2022, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or nor could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectwith respect to the Companies, any material adverse change in the Business, properties, operations, condition (financial or otherwise), prospects, assets or liabilities of the Companies or the Business, including but not limited to no: (a) Amendment of the organizational documents of any Company; (b) amendment Split, combination or reclassification of any shares of the Organizational Documents of the stock in any Company; (c) split, combination or reclassification of any of its equity interests; (d) issuanceIssuance, sale or other disposition of, or creation of any Lien or other encumbrance on, any shares of its equity interestsstock in any Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares of its equity interestsstock in any Company; (ed) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material Material change in any method of accounting or accounting practice of the any Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry Entry into any Contract that would constitute a Material Contract; (if) incurrenceIncurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transferTransfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Financial Statements or cancellation of any debts or entitlements; (kh) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material Material damage, destruction or loss (whether or not covered by insurance) to its propertythe property of any Company; (ni) any Any capital investment in, or any loan to, any other Person; (oj) accelerationAcceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the any Company is a party or by which it any Company is bound; (pk) any Any material capital expenditures; (ql) imposition Imposition of any Encumbrance Lien or other encumbrance upon any of the Company properties, equity interests Companies’ properties or assets, tangible or intangible; (rm) (i) grant Grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any Company’s current or former employees, officers, directorsmanagers, independent contractors or consultants, other than in the ordinary course, as provided for in any written agreements or required by applicable Law, ; (iin) change Change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or 25,000.00; (iiio) action Action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultant; (sp) adoptionAdoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than Except as have occurred in the ordinary course of business consistent with past practicebusiness, except as set forth on Section 3.08 of (or have been disclosed in writing to SBC), since the Disclosure SchedulesBalance Sheet Date, there has not been, with respect to the CompanyNRCC, any: (a) 2.7.1 event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectChange in the business, operations, financial or other condition of NRCC or its assets. “Material Adverse Change” includes, but is not limited to, entering into any material agreement or incurring additional debt or being threatened with, or involved in, litigation, mediation or arbitration; (b) 2.7.2 amendment of any the Articles of the Organizational Documents Incorporation, Bylaws or other organizational documents of the CompanyNRCC; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) 2.7.3 material change in any a method of accounting or accounting practice of the Company, NRCC except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) 2.7.4 entry into any Contract a contract that would constitute a Material ContractContract (as defined below); (i) 2.7.5 incurrence, assumption or guarantee of any an indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) 2.7.6 transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) 2.7.7 material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any 2.7.8 capital investment in, or any loan to, any other Persona person or entity; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any 2.7.9 material capital expenditures; (q) 2.7.10 imposition of any Encumbrance upon any of the Company properties, equity interests a lien or encumbrance on NRCC properties or assets, tangible or intangibleintangible other than those described in Section 5.1; (r) (i) grant 2.7.11 adoption, modification or termination of any bonuses, whether monetary or otherwise, or increase in any wages, salaryemployment, severance, pension retention or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any agreement with a current or former employee, officer, director, independent contractor or consultantconsultant or benefit plan; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any 2.7.12 loan to (or forgiveness of any a loan to), ) or entry into any other a transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) 2.7.13 except for the Merger, adoption of any a plan of mergerMerger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law law or consent to the filing of any a bankruptcy petition against it under any a similar Lawlaw; (w) 2.7.14 purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.001,000, individually (in the case of a lease, per annumyear) or $1,000,000.00 1,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business operations consistent with past practice; (x) acquisition by merger 2.7.15 termination of existing or consolidation withhiring of new NRCC employees, or by purchase of a substantial portion of change in the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company compensation paid to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit NRCC employees except as disclosed to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodSBC; or (z) any Contract 2.7.16 contract to do any of the foregoing, or any an action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of the most recent balance sheet included in the SEC Reports, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of practice or in connection with the Disclosure Schedulestransactions contemplated hereby or by the other Transaction Documents, there has not been, with respect to the Company, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (ciii) split, combination or reclassification of any shares of its equity interestscapital stock; (div) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (ev) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (fvi) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statementsfinancial statements included in the SEC Reports; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ivii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (jviii) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet of the Company or cancellation cancellation, discharge or payment of any debts debts, liens or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nix) any capital investment in, or any loan to, any other Person; (ox) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (pxi) any material capital expenditures; (qxii) imposition of any Encumbrance Lien upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sxiii) adoption, modification or termination of any: (i1) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii2) Benefit Plan employee benefit plan, or (iii3) collective bargaining or other agreement with a Unionsimilar agreement, in each case whether written or oral; (txiv) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, manages, officers and employees; (uxv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vxvi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xxvii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zxviii) any Contract contract or other agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as disclosed in the Seller SEC Documents, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ic) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jd) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (e) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kf) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (lg) abandonment or lapse of or failure to maintain in full force and effect any Company IP Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets trade secrets included in the Company Intellectual PropertyProperty Assets; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is boundAssigned Contract; (pj) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qk) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (rl) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required the plan of liquidation and dissolution adopted by applicable LawSeller’s Board of Directors prior to the date hereof and subject to the vote of Seller’s shareholders, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wm) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory equipment (including the Ordered Equipment), Inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zn) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateSeptember 30, 2023, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws, or other organizational documents of the Company; (c) split, combination combination, or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale sale, or other disposition of any of its equity interestscapital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase purchase, or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements; (ki) transfer or assignment of transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or amendment to, or cancellation of any material contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock, or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sn) adoption, modification modification, or termination of any: (i) material employment, severance, retention retention, or other agreement with any current or former employee, officer, director, independent contractor contractor, or consultant, (ii) Benefit Plan benefit plan, or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, managesofficers, officers and employees; (up) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Statement of Net Position Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyTelecom System, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts, establishment of reserves for uncollectible accountsAccounts, accrual of accounts receivableAccounts, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) entry into any Contract contract requiring expenditures or generating revenue in excess of $25,000 annually that would constitute a Material System Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Telecom System except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected of the Telecom System, except for the sale of Inventory in the Balance Sheet or ordinary course of business; (g) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kh) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Intellectual Property Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pk) any material capital expendituresexpenditures which would constitute an Assumed Liability; (ql) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets other than Permitted Encumbrances; (rm) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultantsconsultants of the Telecom System, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Telecom System or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultantof the Telecom System; (sn) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Telecom System, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Telecom System; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wq) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Telecom System for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice;; and (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zr) any Contract contract or agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Other than as set forth in the Balance Sheet DateSEC Reports or as contemplated by this Agreement or Transaction Documents, since the date of the Company Financial Statements, and other than in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure SchedulesBusiness, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanyDocuments; (c) split, combination or reclassification of any shares of its equity intereststhe capital stock of the Company; (d) issuance, sale or other disposition of any of its equity intereststhe capital stock of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity intereststhe capital stock of the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests the capital stock of the Company or redemption, purchase or acquisition of any of its equity intereststhe capital stock the Company; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Company Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (j) transfer, assignment, sale or other disposition of any material amount of the assets shown or reflected in the Balance Sheet Company Financial Statements or cancellation of any material debts or material entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, material destruction or loss (whether or not covered by insurance) to its propertyproperty of the Company, except for ordinary wear and tear; (nl) any capital investment by the Company in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (pn) any material capital expendituresexpenditures by the Company in excess of $5,000; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former the Company’s employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which of the aggregate costs and expenses exceed $250,000.00Company, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantconsultant of the Company; (sp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Company, or (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral, involving the Company; (tq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former the Company’s stockholders, directors, manages, officers and employees; (ur) entry into a material new line of business or abandonment or discontinuance of existing material lines of businessbusiness by the Company; (vs) adoption by the Company of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it either the Company under any similar Law; (wt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.001,000, individually (in the case of a lease, per annum) or $1,000,000.00 5,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent Business, in each case by or with past practicerespect to the Company; (xu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof;thereof by the Company; or (yv) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of Company following the foregoingClosing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJanuary 1, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, 2021 there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any the certificate of the Organizational Documents formation, limited liability company agreement or other organizational documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, membership interests or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity intereststhe Company Membership Interest; (ed) declaration or payment of any dividends or distributions on or in respect of any of its equity interests the Company Membership Interests or redemption, purchase or acquisition of any of its equity intereststhe Company Membership Interest; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mg) material damage, destruction or loss (whether or not covered by insurance) to its the Company’s property; (nh) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (pj) any material capital expenditures; (qk) imposition of any Encumbrance upon any of the Company properties, equity membership interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tl) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesmanagers or officers; (um) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wn) other than set forth on Section 3.08(n) of the Disclosure Schedules, the purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceassets; (xo) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity units of, or by any other manner, any business or any Person or any division thereof;; or, (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zp) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect been any of the following events relating to the Company, anyBusiness or the Purchased Assets: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or cancellation Sheet, except for the sale of any debts or entitlementsInventory in the ordinary course of business; (kf) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Intellectual Property Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mg) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oh) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (p) any material capital expenditures; (qi) imposition of any Encumbrance upon any of the Company propertiesPurchased Assets, equity interests or assetsother than any Permitted Encumbrance; provided, tangible or intangiblehowever, that Sellers shall have satisfied and removed such Encumbrances prior to the Closing Date; (rj) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) Law or change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantBusiness; (sk) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tl) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in change from the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation within inventory production, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodmanagement and distribution; or (zm) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interestsMembership Interests in the Company; (d) issuance, sale or other disposition of, or creation of any of its equity interestsEncumbrance on, any Membership Interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsMembership Interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests Membership Interests in the Company or redemption, purchase or acquisition of any of its equity intereststhe Company’s outstanding Membership Interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;. (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests Company’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, managesmanagers, officers and employees; (ur) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.005,000, individually (in the case of a lease, per annum) or $1,000,000.00 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yv) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts [material] debts, liens or entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sn) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, manages, officers and employees; (up) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 or with the express written approval of the Disclosure SchedulesBuyer, there has not been, with respect to the Public Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Public Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of, or creation of any of its equity interestsEncumbrance on, any membership interests in the Public Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsmembership interests in the Public Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (fd) material change in any method of accounting or accounting practice of the Public Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in the Public Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements with the exclusion of Sub Debt; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its any property; (nk) any capital investment in, or any loan to, any other Person; (ol) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Public Company is a party or by which it is bound; (pm) any material capital expenditures; (qn) imposition of any Encumbrance upon any of the Company properties, equity interests Public Company’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, Date and other than in the ordinary course of business consistent with past practice, except as set forth on the respectively applicable subsection of Section 3.08 3.7 of the Disclosure SchedulesSchedules organized according to the subsections of this Section 3.7 to which such disclosure is responsive (but any disclosure made in the Disclosure Schedules relating to any such subsection is considered as having been made with respect to such subsection and in response to the section under which it is disclosed), the Company has conducted the Business in the Ordinary Course, and there has not been, with respect to the Company, any: (aA) event, occurrence or development that has had, or could reasonably be expected to have, have individually or in the aggregate, a Material Adverse Effect; (bB) amendment of any of the Organizational Documents to or modification of the Company’s Organizational Documents; (cC) split, combination or reclassification of any of its equity interestsEquity Securities; (dD) issuance, sale or other disposition of any of its equity interestsEquity Securities, or grant of any options, warrants or other rights Option to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsEquity Securities; (eE) declaration or payment of any dividends or distributions on or in respect of any of its equity interests Equity Securities or redemption, purchase or acquisition of any of its equity interestsEquity Securities; (fF) material change in any method of accounting or accounting practice of the Companymethods, principles or practices, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (iG) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceOrdinary Course; (jH) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in utilized by the Balance Sheet Business or cancellation of any debts Indebtedness or entitlements; (kI) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mJ) material damage, destruction or loss Loss (whether or not covered by insurance) to its property; (nK) any capital investment in, or any loan to, any other Person; (oL) entry into, acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is boundContract; (pM) any material capital expendituresexpenditures exceeding $50,000, individually or $250,000 in the aggregate; (qN) imposition of any Encumbrance upon any of the Company properties, equity interests Equity Securities or assets, tangible or intangible; (r) (iO) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, managers, members, officers, directors, independent contractors or consultants, other than in the Ordinary Course, as provided for in required by any written agreements Company Benefit Plan, previously made available to Buyer, or as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sP) adoption, amendment, modification or termination of any: (i) employment, severance, retention or other agreement Contract with any current or former employee, officer, director, independent contractor or consultant, (ii) Company Benefit Plan or (iii) collective bargaining or other agreement Contract with a Unionany union, in each case whether written works council or orallabor organization; (tQ) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or Equity Securities of, or by any other manner, any business or any Person or division thereof; (R) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former members, managers, directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vS) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it them under any similar Law; (wT) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00100,000, individually (in the case of a lease, per annum) or $1,000,000.00 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option Option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceOrdinary Course; (xU) acquisition by merger filing of any amended Tax Return, making (or consolidation with, changing or by purchase of a substantial portion of the assets or stock or other equity of, or by revoking) any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any material Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter entering into any other transaction that would have the effect of increasing the Tax liability closing Contract or reducing settling any Tax asset of Buyer in respect of Legal Proceeding involving any Post-Closing Tax PeriodTaxes; or (zV) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Scheduleswith respect to Seller, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Companyfor Seller, except as required by GAAP applicable Law, GAAP, GAGAS or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the operation of the University except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Institutional Assets shown or reflected in the Balance Sheet or Sheet, other than transactions in the ordinary course of business consistent with past practice; (f) cancellation of any debts or entitlementsclaims, or any amendment, termination or waiver of any rights constituting Institutional Assets; (kg) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property Assets or Company IP Agreementsany Intellectual Property licensed to Seller under any Intellectual Property Agreements (in each case, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (lh) abandonment or lapse of or failure to maintain in full force and effect any Company IP RegistrationIntellectual Property Registration related to any Intellectual Property Asset, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets trade secrets included in the Company Intellectual PropertyProperty Assets; (mi) material damage, destruction or loss (loss, or any material interruption in use, of any Institutional Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to to, or cancellation of any Material Transferred Contract to which the Company is a party or by which it is boundany Permit; (pk) any material unbudgeted capital expendituresexpenditures that would constitute an Assumed Liability; (ql) imposition of any Encumbrance Encumbrance, other than any Permitted Encumbrance, upon any of the Company properties, equity interests or assets, tangible or intangibleInstitutional Assets; (rm) any: (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current employees or former employees, officers, directors, independent contractors or consultantsof Seller, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any current employee of Seller or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00employee of Seller, or (iii) except as expressly stated in this Agreement, any action to accelerate the vesting or payment of any compensation or benefit for any current employee or former employee, officer, director, independent contractor or consultantof Seller; (sn) hiring or promoting any person as or to (as the case may be) an officer of Seller or hiring or promoting any employee to a position below the level of an officer of Seller, except, in each case, to fill a vacancy in the ordinary course of business; (o) except as expressly stated in this Agreement, adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current employee or former employee, officer, director, independent contractor or consultantof Seller, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members employee, officer, director or current or former directors, manages, officers and employeesindependent contractor; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wr) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the University for an amount in excess of $250,000.00, 250,000 individually (in the case of a lease, per annum) ), or $1,000,000.00 500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) entry into any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 4.07 of the Disclosure Schedules, there has not been, with respect to the CompanyCompany or any of its Subsidiaries, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of any of the Organizational Documents of the CompanyCompany or any of its Subsidiaries; (ciii) split, combination or reclassification of any shares of its capital stock in the Company or the equity interestsinterests of any Subsidiary of the Company; (div) issuance, sale or other disposition of, or creation of any Encumbrance on, any shares of its capital stock in the Company or equity interestsinterest in any Subsidiary of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares of capital stock or equity interest in the Company or any of its equity interestsSubsidiaries; (ev) declaration or payment of any dividends or distributions on or in respect of any shares of its capital stock in the Company or equity interests interest in any Subsidiary, or redemption, purchase or acquisition of any of its the Company’s outstanding shares of capital stock or any equity interestsinterest of any Subsidiary of the Company; (fvi) material change in any method of accounting or accounting practice of the CompanyCompany or any Subsidiary thereof, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hvii) entry into any Contract that would constitute a Material Contract; (iviii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jix) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsSheet; (kx) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nxi) any capital investment in, or any loan to (or forgiveness of any loan to), any other Person; (oxii) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company or any of its Subsidiaries is a party or by which it is bound; (pxiii) any material capital expenditures; (qxiv) imposition of any material Encumbrance upon any of the Company properties, equity interests Company’s (or any Subsidiary of the Company’s) material properties or assets, tangible or intangible; (rxv) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, with or paying any fees or expenses to any Affiliate or any of its their members or current or former directors, manages, managers or officers and employeesor any other respective Affiliates; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vxvi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent Approval to the filing of any bankruptcy petition against it under any similar Law; (wxvii) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceassets; (xxviii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yxix) action by the Company or any of its Subsidiaries to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zxx) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedulesto SELLER’s knowledge, there has not been, with respect to the CompanySELLER, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanySELLER; (c) split, combination or reclassification issuance of any of its equity interestsadditional Common Stock in SELLER; (d) issuance, sale or other disposition of, or creation of any of its equity interestsEncumbrance other than a Permitted Encumbrance on, any capital stock in SELLER, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock in SELLER; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock in SELLER or redemption, purchase or acquisition of any of its equity interestsSELLER’s outstanding capital stock; (f) material change in any method of accounting or accounting practice of the CompanySELLER, except as required by GAAP GAAP, as applicable, or as disclosed in the notes to the Financial Statements; (g) material change in the CompanySELLER’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract contract that would constitute a Material Contract; (iI) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice;. (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any material debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense under or with respect to of any Company material Intellectual Property or Company IP Agreementsof SELLER; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any material capital investment in, or any material loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company SELLER is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any material Encumbrance other than a Permitted Encumbrance upon any of the Company properties, equity interests SELLER’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tq) any material loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, managesmanagers, officers and employees; (ur) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)amount, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock assets, Common Stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yv) action by the Company SELLER to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Buyer in respect of any Post-Closing Tax Period; or (zw) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since To the Balance Sheet DateCompany's Knowledge, and since June 30, 1998, except as otherwise provided in or contemplated by this Agreement or as disclosed in Section 3.7 of the Disclosure Schedule: (a) other than in the ordinary course of business consistent with past practicepractice neither the Company nor Gannett has sold, except as set forth on Section 3.08 transferred, leased, subleased, licensed or otherwise disposed of any material assets used in the Business, other than the sale of obsolete Equipment; (i) neither the Company nor Gannett has granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the Disclosure SchedulesBusiness Employees, there has not beenincluding, without limitation, any increase or change pursuant to any Employee Benefit Plan, or (ii) established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to Business Employees, in either case except (A) as required by Law, (B) that involve only increases consistent with the Company, any: past practices of Gannett or (aC) event, occurrence as required under any existing agreement or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Companyarrangement; (c) split, combination or reclassification of neither the Company nor Gannett has made any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of or policy used by Gannett or the CompanyCompany with respect to the Stations, except as other than changes required by GAAP Law or as disclosed in the notes to the Financial Statementsunder GAAP; (gd) material change in neither the Company’s cash management practices and its policies, practices and procedures Company nor Gannett has suffered any extraordinary casualty loss or damage with respect to collection of accounts receivableany material assets used in the Business, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositswhether or not covered by insurance; (he) entry into there has not been any Contract that would constitute a Material ContractAdverse Effect; (if) incurrenceexcept in connection with the transactions contemplated hereby, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred the Business has been conducted in all material respects only in the ordinary and usual course of business consistent with past practice; (jg) transferneither the Company nor Gannett has created, assignmentincurred, sale assumed or other disposition guaranteed any Indebtedness, except for net borrowings under existing lines of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementscredit; (kh) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;business, neither the Company nor Gannett has compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action, material Liabilities or any other material claims or material rights of the Business; and (xi) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by neither the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter nor Gannett has entered into any other transaction that would have the effect of increasing the Tax liability agreement, contract, commitment or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract arrangement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, with respect to the Business and other than in the ordinary course of business consistent with past practice, and except as set forth on Section 3.08 4.06 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Pro Forma Balance Sheet or Sheet, except in the ordinary course of business consistent with past practice; (f) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kg) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Intellectual Property Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (p) any material capital expenditures; (qj) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (rk) (i) grant of any bonuses, whether monetary or otherwise, or increase increase, by more than three percent, in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) material change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00Business, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultantof the Business; (sl) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tm) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wo) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zp) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (c) cancellation of any debts claims or entitlementsamendment, termination or waiver of any rights constituting Purchased Assets; (kd) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property Assets, Software or Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (le) abandonment or lapse of or failure to maintain in full force and effect any Company IP Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual PropertyProperty Assets; (mf) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (og) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (ph) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qi) imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (rj) (i) grant of increase by Seller to any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension salaries or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for to any employee or entry into any termination of employment, severance or similar Contract with any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sk) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, or (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oralPlan; (tl) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state provincial bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zn) any Contract or agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Schedule 4.06 or to the extent included as an Excluded Asset or Excluded Liability, since the Balance Sheet Date, and other than in Date until the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedulesdate hereof, there has not been, with respect to been a Material Adverse Effect and the Company, anySeller: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or operated the Business in the aggregatenormal and ordinary course of the Business consistent with past customs and practices, a Material Adverse Effectincluding with respect to quantity and frequency (“Ordinary Course of Business”), and used commercially reasonable efforts to preserve the present relationships with other Persons having material dealings with the Seller in respect of the Business; (b) amendment of any has taken all commercially reasonable actions to preserve, protect and maintain all of the Organizational Documents of the CompanyPurchased Assets, other than disposable assets, in customary repair, order and condition (reasonable wear and tear excepted); (c) splithas not suffered any theft, combination or reclassification of any of its equity interests; (d) issuancedamage, sale destruction, loss or other disposition of any of its equity interestscasualty, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) , with respect to its propertyany of the Purchased Assets having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses; (nd) has maintained in good standing all Permits and has filed, when due, all required renewals for such Permits; (e) has paid and discharged diligently, in accordance with past practice and not less than on a timely basis, all of the Seller’s payables, liabilities and obligations (other than payables, liabilities or obligations being disputed in good faith for which adequate reserves have been made on the Financial Statements) to any capital investment in, or any loan to, any other Person; (of) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) has not (i) grant of agreed to award or pay, awarded or paid any bonusesbonuses to employees with respect to any period after December 31, whether monetary or otherwise2016, or increase in (ii) entered into or amended any wageswritten or material unwritten employment, salaryservice, independent contractor, deferred compensation, severance, pension change in control, retention or other compensation similar agreement or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided arrangements (except for in any written entering into agreements or required by applicable Lawarrangements to employ new employees on or after January 1, (ii) change 2017, in the terms exchange for an annual compensation of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed less than $250,000.0050,000 to each such new employee), or (iii) agreed to increase the compensation payable or to become payable by the Seller to any officer, director, employee, agent, representative or Affiliate of the Seller (except for increases to the compensation payable to employees who were employed as of December 31, 2016, by an amount, with respect to each such employee, consistent with prior practices in the Ordinary Course of Business), (iv) taken any action to accelerate the vesting vesting, funding or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor employee, agent, representative or consultantAffiliate of the Seller, or (v) agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or any other Benefit Plan; (sg) adoptionhas not made any loans, modification advances or termination capital contributions to, or guarantees for the benefit of, or investments, or paid or reimbursed any fees to any Person (including any Affiliate of any: the Seller), except for advances and reimbursements for business expenses to employees in the Ordinary Course of Business; (h) has not incurred or assumed any Indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course of Business; (i) employmenthas not mortgaged, severancepledged or subjected to any Lien, retention other than Permitted Liens, any of the Purchased Assets; (j) has not sold, leased, assigned, transferred, conveyed or other agreement with otherwise disposed of any current material assets or former employeeproperties, officerexcept in the Ordinary Course of Business; (k) has not discharged or satisfied any Lien or paid any liability or obligation, directorexcept in the Ordinary Course of Business and which, independent contractor individually or consultantin the aggregate, is not and would not be material to the Seller, the Business or the Purchased Assets; (iil) Benefit Plan has not canceled, settled, compromised or accelerated any Indebtedness or claim, or amended, canceled, terminated, waived or released any Contract or right, except in the Ordinary Course of Business and which, individually or in the aggregate, is not and would not be material to the Seller, the Business or the Purchased Assets; (iiim) collective bargaining has not instituted, settled or other agreement with a Unioncompromised any Legal Proceeding; (n) except for the Leases, has not entered into, or made any commitments for, any lease of capital equipment or real property, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to)case, or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount involving payments in excess of $250,000.00, individually (in the case of a lease, 50,000 per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceyear; (xo) acquisition by merger has not entered into any material transaction or consolidation withentered into any transaction with any of its Affiliates, in each case, that was or by purchase not in the Ordinary Course of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereofBusiness; (yp) action by has not committed to make any Capital Expenditures requiring any payment following the Company Effective Time in excess of $50,000 individually or $100,000 in the aggregate; and (q) has not entered into any Contract or otherwise agreed to makedo, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take taken any action or enter into made any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would reasonably be expected to result in, anything set forth in any of the foregoingthis Section 4.06.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Disclosure Schedules, since the Balance Sheet Date, except as expressly contemplated by this Agreement and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, consultants or independent contractors or consultantscontractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officermember, directormanager, consultant or independent contractor or consultantcontractor; (sr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former an employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, manages, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand and 00/100 Dollars ($250,000.0010,000.00), individually (in the case of a lease, per annum) or Fifty Thousand and 00/100 Dollars ($1,000,000.00 50,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Schedule 4.06, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests Seller’s capital stock (or membership interest, as applicable) or redemption, purchase or acquisition of any of its equity interestsSeller’s capital stock (or membership interest, as applicable); (fc) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (lj) abandonment or lapse of or failure to maintain in full force and effect any Company IP Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual PropertyProperty Assets; (mk) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (ol) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pm) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qn) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, consultants of the Business (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0010,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business, in each case, other than as provided for in any written agreements or consultanta Benefit Plan or as required by applicable Law; (sp) hiring or promoting any Person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (q) adoption, modification or termination of any: (i) employment, severance, retention retention, change in control or other similar agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oraloral and other than as provided for in any written agreements or a Benefit Plan or as required by applicable Law; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wt) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.002,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 10,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the Sellers (i) have operated the 17173 Business in the ordinary course consistent with past practice, (ii) used their reasonable best efforts to preserve the 17173 Business, (iii) collected receivables and paid payables and similar obligations in respect of the 17173 Business in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, other than in the ordinary course of business consistent with past practice, except practice or as set forth on in Section 3.08 4.05 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) to the Knowledge of the Sellers, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the Company17173 Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the 17173 Business except for unsecured current obligations for trade payables and other Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business consistent with past practice; (f) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kg) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Licenses; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pj) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qk) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tl) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the 17173 Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state any applicable bankruptcy Law or consent to the filing of any bankruptcy petition against it them under any similar Law; (wn) purchase, lease any commencement or other acquisition settlement of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;material Action; and (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zo) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since From the Balance Sheet Date, and other than until the date of this Agreement, (a) each Group Company has operated only in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, practice and (b) there has not been, with respect to the any Group Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Companyorganizational documents; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Companypractice, except as required by US GAAP or UK GAAP or as disclosed in the notes to the Consolidated Financial Statements; (g) material change in the such Group Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract agreement that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Consolidated Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of, or any waiver of any right under, any Material Contract to which the Company is a party or by which it is boundContract; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation compensation, emoluments or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former shareholders, directors, manages, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yx) action by the such Group Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Postpost-Closing Tax Periodperiod; or (zy) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Company; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any the capital stock of its equity intereststhe Company; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any capital stock of its equity intereststhe Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any capital stock of its equity intereststhe Company; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock of its equity interests the Company or redemption, purchase or acquisition of any of its equity intereststhe Company’s outstanding of the Company; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (whether or not covered by insurance) to its property; (ni) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (pk) any material capital expenditures; (ql) imposition of any Encumbrance upon any of the Company properties, equity interests Company’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tm) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, managesmanagers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wo) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0010,000, individually (in the case of a lease, per annum) or $1,000,000.00 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xp) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zq) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 3.7 of the Disclosure Schedules, from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the RSG Companies have operated in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, in all material respects and there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of any the Articles of the Organizational Documents Organization, Operating Agreement or other organizational documents of the CompanyRSG Companies; (c) split, combination or reclassification of any equity of its equity interestsRSG Companies; (d) issuance, sale or other disposition of any of its equity interestsownership in the Seller or RSG Companies, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsownership in the Seller or RSG Companies; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity intereststhe Membership Interests of RSG Companies; (f) material change in any method of accounting or accounting practice of the CompanySeller, except as required by changes to GAAP or applicable Law arising after the Interim Balance Sheet Date or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money by the Seller or RSG Companies, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Interim Balance Sheet, except in the Balance Sheet or cancellation ordinary course of business and except for any debts or entitlementsassets having an aggregate value of less than $50,000; (ki) transfer or assignment of or grant increase in the compensation of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements (true and complete copies of which have been provided to Buyers) or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines ordinary course of business; (vj) adoption, amendment or modification of any Benefit Plan; (k) acquisition by the Seller or any RSG Companies by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (l) adoption by the Seller or any RSG Companies of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zm) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in except with the ordinary course of business consistent with past practice, except as set forth on Section 3.08 prior written consent of the Disclosure SchedulesBuyer (which consent shall not be unreasonably withheld, conditioned or delayed), there has not been, with respect to Oxford GP, the CompanyPartnership, or their respective Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect; (b) amendment of any of the Organizational Documents of Oxford GP or the CompanyPartnership (other than as contemplated by the MLP Transactions or in connection with a Qualifying Acquisition); (c) split, combination or reclassification of any of its equity interestsinterest in Oxford GP or the Partnership (other than any NYSE Compliance Reverse Unit Split and other than as contemplated by the MLP Transactions); (d) issuance, sale or other disposition of, or creation of any of its equity interestsEncumbrance on, any membership interests in Oxford GP, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsmembership interests in Oxford GP; (e) declaration or payment of any dividends or distributions on or in respect of any Partnership Interest (as defined in the Partnership Agreement) or membership interests of its equity Oxford GP or redemption, purchase or acquisition of any Partnership Interest (as defined in the Partnership Agreement) or membership interests of Oxford GP; (f) declaration or payment of any distributions on or in respect of any partnership or membership interests or redemption, purchase or acquisition of any of its equity the outstanding partnership or membership interests; (fg) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change financial statements described in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsSection 4.05(a); (h) other than in the Ordinary Course of Business, and excluding the Transaction Documents and documents in connection with a Qualifying Acquisition, entry into any Contract by Oxford GP that would constitute a Material Contract; (i) other than in the Ordinary Course of Business, incurrence, assumption or guarantee of any indebtedness for borrowed money except (i) unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness or (ii) in amounts not exceeding $100,000 in the aggregate; (j) other than in the Ordinary Course of Business, and excluding any of the same in connection with a Qualifying Acquisition, transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included other than in the Company Intellectual Property; (m) material damageOrdinary Course of Business, destruction or loss (whether or not covered by insurance) to its property; (n) and other than as contemplated in the Transaction Documents, and excluding any capital investment inof the same in connection with a Qualifying Acquisition, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company Oxford GP is a party or by which it is bound; (pl) any material capital expenditures; (q) other than in the Ordinary Course of Business, imposition of any Encumbrance upon any of the Company properties, equity interests Partnership’s properties or assets, tangible or intangible; (r) (im) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsbenefits, other than as provided for in any written agreements or agreements, as required by applicable LawLaw or as set forth on Schedule 4.07(m), (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0050,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultantconsultant (excluding any of the same that may occur by reason of the transactions reflected in the Transaction Documents); (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wo) purchaseadoption, lease modification or termination of any: (i) employment, severance, retention or other acquisition of the right to ownagreement with any current or former employee, use officer, manager, independent contractor or lease any property consultant, (ii) Benefit Plan or assets for an amount (iii) collective bargaining or other agreement with a Union, in excess of $250,000.00, individually (in the each case of a lease, per annum) whether written or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceoral; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yp) action by the Company Partnership to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of terminating the Partnership’s election to be taxed as a partnership or increasing the Tax liability or reducing any Tax asset of the Buyer in respect of any Postpost-Closing Tax Periodtax period; or (zq) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Balance Sheet DateSeller Disclosure Schedules, and other than from December 31, 2018 to the date hereof, Seller has operated the Business in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, in all material respects and there has not been, with respect to the Company, any: been (a) eventany sale, occurrence or development that has hadassignment, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale transfer or other disposition of any property or asset relating to the Business having a value in excess of its equity interests, $100,000 or grant any relocation of any optionssuch property or asset from the Facilities to any other location, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; than (i) incurrence, assumption any Excluded Assets or guarantee of (ii) any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Inventory sold to third parties in the ordinary course of business consistent with past practice; business; (jb) transfer, assignment, sale any Encumbrance (other than any Permitted Encumbrance) created on or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or arising with respect to any Company Intellectual Property material property or Company IP Agreements; asset relating to the Business, other than any Excluded Assets; (lc) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material substantial damage, destruction or loss or casualty loss (whether or not covered by insuranceinsured against) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease affecting any property or assets for an amount asset relating to the Business having a value in excess of $250,000.00100,000, individually other than the Excluded Assets; (d) any cancellation by Seller or any Affiliate Transferor, as applicable, of any material debt or waiver of any material Claim or right of value relating solely to the Purchased Assets; (e) any failure to pay the debts, Taxes and other obligations of the Business when due; (f) any transfer or relocation of any employees of the Business to other facilities or sites operated by Seller or its Affiliates; or (g) since June 30, 2019, any increase in the case compensation paid or payable, whether pursuant to an Employee Plan or otherwise, to any of a leasethe Business Employees, per annum) or $1,000,000.00 any increase in the aggregate (in the case of a leaseany payment or commitment, whether pursuant to an Employee Plan or otherwise, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect payment of any Post-Closing Tax Period; or (z) bonus, additional compensation, service award, welfare, pension, retirement, termination or severance benefit to any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingBusiness Employee.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course Seller’s Ordinary Course of business consistent with past practice, except Business or as set forth on disclosed in Section 3.08 4.07 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Companyfor Seller, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policiespractices, practices and practices, or procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, expenses and deferral of revenue and acceptance of customer depositsrevenue; (hd) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Seller’s Ordinary Course of business consistent with past practiceBusiness; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Sheet, other than transfers, assignments, sales, or other dispositions of assets with an aggregate value of not more than $50,000, or any transfer or assignment by any Seller of any of the Franchise Agreements; (g) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets with an aggregate value of not more than $50,000 or any cancellation of any debts or claims related to Franchisees; (kh) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Licenses; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pk) any material capital expendituresexpenditures which would constitute an Assumed Liability; (ql) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zn) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanySeller, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, other than the Excluded Receivables, establishment of reserves for uncollectible accountsAccounts Receivable, other than the Excluded Receivables, accrual of accounts receivableAccounts Receivable, inventory controlother than the Excluded Receivables, prepayment of expenses, payment of trade accounts payable, material change in cash management practices and policies, and accrual of other expenses, expenses and deferral of revenue and acceptance of customer depositsrevenue; (hd) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or Sheet; (g) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets, except as disclosed on Section 4.06(g) of the Disclosure Schedules; (kh) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Licenses; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pk) any material capital expendituresexpenditures which would constitute an Assumed Liability; (ql) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zn) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanyAcquiree, any: (ai) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Acquiree Material Adverse Effect; (bii) amendment of any of the Organizational Documents of the CompanyAcquiree; (ciii) split, combination or reclassification of any of its equity interestsAcquiree Shares; (div) issuance, sale sale, or other disposition of, or creation of any of its equity interestsEncumbrance on, any Acquiree Shares, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its equity interestsAcquiree Shares; (ev) declaration or payment of any dividends or distributions on or in respect of any of its equity interests Acquiree Shares or redemption, purchase purchase, or acquisition of any of its equity intereststhe outstanding Acquiree Shares; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gvi) material change in the CompanyAcquiree’s cash management practices and its policies, practices practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hvii) entry into any Contract that would constitute a Material Contract; (iviii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jix) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nx) any capital investment in, or any loan to, any other Person; (oxi) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company Acquiree is a party or by which it is bound; (p) any material capital expenditures; (qxii) imposition of any Encumbrance upon any of the Company properties, equity interests Acquiree’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vxiii) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wxiv) purchase, lease lease, or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xxv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock assets, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (yxvi) action by the Company Acquiree to make, change or rescind any Tax election, amend any Tax Return Return, or take any position on any Tax Return, take any action, omit to take any action action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer the Acquiree existing as of the date hereof or in respect of any Post-Closing Tax Period; or (zxvii) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.;

Absence of Certain Changes, Events and Conditions. Since Except as part of the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except Pre-Closing Reorganization or as set forth on Section 3.08 2.07 of the Disclosure SchedulesLetter, since January 1, 2021, (a) each member of the Company Group has conducted the Business in the Ordinary Course of Business, and (b) there has not been, with respect to the Company, any: (a) been any event, occurrence occurrence, development or development state of circumstances or facts that has had, had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (c) no member of the Company Group has: (a) made any change in its (i) accounting methods, principles or practices, (ii) Tax reporting practices, or (iii) cash management practices (including with respect to accounts receivable); (b) amendment (i) settled or compromised any Tax Claim, audit, or assessment, (ii) made changed or revoked any Tax election, (iii) adopted or changed any annual Tax accounting period, or method of Tax accounting, (iv) amended any Tax Return or claim for refund, or (v) consented to any extension or waiver of the Organizational Documents limitations period applicable to any claim or assessment in respect of the CompanyTaxes or surrendered any right or claim to refund of Taxes; (c) splitwaived, combination compromised, canceled, terminated, abandoned, allowed to lapse, assigned or reclassification granted any rights in, allowed to expire or released any right under any Contract to which the member of the Company Group is a party or any Company Group Intellectual Property Rights, or made any write-off or write-down of or made any determination to write-off or write-down any of its equity interestsassets or properties, except in the Ordinary Course of Business; (d) issuanceterminated, sale modified or other disposition amended any Material Contract, except such terminations, modifications or amendments entered into in the Ordinary Course of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsBusiness; (e) declaration made any capital expenditures or payment commitments in excess of $25,000 individually and in excess of an aggregate of $150,000, or suffered any damages to or destruction of any dividends tangible assets (whether or distributions on not covered by insurance), involving amounts that exceed $150,000 in the aggregate, or experienced any material changes in respect the amount and scope of any of its equity interests or redemption, purchase or acquisition of any of its equity interestsinsurance coverage; (f) suffered (i) any material change in shortages, cessation or interruption of supplies, utilities, or other services required to conduct the Business other than as a result of supply chain disruptions or delays, or (ii) any method loss of accounting a Material Customer or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial StatementsMaterial Supplier; (g) material change other than in the Company’s cash management practices and Ordinary Course of Business, incurred, assumed or paid any material Liabilities, settled any dispute or Liability pending or threatened against it or any of its policiesproperties or assets, practices and procedures with respect or failed to collection of pay or discharge when due any accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of payable or other expenses, deferral of revenue and acceptance of customer depositsLiabilities; (h) entry into commenced, settled or compromised any Contract that would constitute a Material ContractLegal Proceeding; (i) incurrencesold, assumption assigned, transferred, conveyed, leased, pledged, encumbered or guarantee otherwise disposed of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred material assets or properties, other than dispositions of inventory in the ordinary course Ordinary Course of business Business; (j) sold, assigned or transferred of any patents, trademarks, copyrights, ‎trade secrets or other intangible assets owned by any member of the Company Group‎; (k) acquired any properties or assets or entered into any other transaction, other than in the Ordinary Course of Business, or effected any merger, consolidation, recapitalization, redemption, reclassification, split or similar change in its capitalization; (l) amended or modified its Organizational Documents; (i) split, combined or reclassified the Shares or its shares, or (ii) declared, set aside or paid to Sellers any dividend or other distribution other than distributions of cash consistent with past practice; (jn) transferissued any Equity Securities to any Person other than Sellers or with regard to the Subsidiaries, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsto its parent corporation; (ki) transfer adopted a plan of complete or assignment of partial liquidation, dissolution, restructuring, recapitalization or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registrationother reorganization, or failure to take (ii) entered into any Contract providing for acceleration of payment or maintain reasonable measures to protect the confidentiality or value performance as a result of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation a change of any Material Contract to which the Company is a party or by which it is boundcontrol; (p) made (i) any material capital expenditureschange in the rate of compensation, commission, bonus or other remuneration payable, or agreed to pay, any bonus, incentive, retention or other compensation, or any change in control payment, to or in respect of any Employee other than in the Ordinary Course of Business, or (ii) entered into any new, or amended or terminated any existing, Employee Benefit Plan that would reasonably be expected to result in a Material Adverse Effect; (q) imposition to the Sellers’ Knowledge, experienced a breach of its information technology systems, networks, and/or services, or any Encumbrance upon any unauthorized use, access, or disclosure of Personal Information in the Company propertiesGroup’s possession, equity interests custody, or assets, tangible or intangible;control in contravention of applicable Privacy Laws; or (r) (i) grant of any bonuses, whether monetary agreed to or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee obligated itself or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition member of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract Group to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Schedule 4.4, from the Balance Sheet DateDate until the date of this Agreement, Seller and other than its Subsidiaries (including the Purchased Subsidiaries) have operated the Business in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, in all material respects and there has not been, with respect to the CompanyBusiness, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets Purchased Assets or any asset of any Purchased Subsidiary (other than the Intellectual Property Assets) shown or reflected on the Balance Sheet, except for the sale of inventory in the Balance Sheet ordinary course of business and except for any Purchased Assets having an aggregate value of less than Fifty Thousand Dollars ($50,000); (c) (i) sale, assignment, license, transfer, abandonment, lapse, cancellation, dedication to the public, or other disposition of any Intellectual Property Asset, other than non-exclusive licenses granted to customers in the ordinary course of business; or (ii) material disclosure of any trade secrets or other confidential information of the Business, other than pursuant to written confidentiality agreements entered into in the ordinary course of business and including reasonable protections of such trade secrets and other confidential information; (d) incurrence, assumption or cancellation of any debts Indebtedness in connection with the Business or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business or pursuant to (or cancellation of Indebtedness under) the Seller’s corporate credit facilities; (ke) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreementscapital expenditures in an aggregate amount exceeding Fifty Thousand Dollars ($50,000) that would constitute an Assumed Liability; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (qf) imposition of any Encumbrance upon any of the Company propertiesPurchased Assets or any asset of any Purchased Subsidiary, equity interests except for Permitted Encumbrances (in the case of any Purchased Assets or assets, tangible or intangibleany asset of any Purchased Subsidiary other than the Purchased Subsidiary Equity); (rg) (i) grant adoption, termination, amendment or modification of any bonusesBenefit Plan, whether monetary or otherwise, or the effect of which in the aggregate would increase in any wages, salary, severance, pension or other compensation or benefits in respect the obligations of the Seller that constitute Assumed Liabilities by more than ten percent (10%) of its current or former employees, officers, directors, independent contractors or consultants, existing annual obligations to such plans; (h) other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for the applicable Benefit Plans, (x) the adoption, termination, amendment (including any employee acceleration of vesting or any termination rights) or modification of any employees for which the aggregate costs and expenses exceed $250,000.00Benefit Plan, or (iii) action to accelerate employee benefit agreement, trust, plan, fund or other arrangement for the vesting compensation, benefit or payment welfare of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor Employee or consultant, (iiy) Benefit Plan the grant of any increases in the compensation of any of the Seller’s current or former Employees or consultants; provided that the foregoing shall not apply (A) in connection with any hiring of any employee by the Seller to the extent the annual total compensation opportunity for such employee is less than $100,000; or (iiiB) collective bargaining or other agreement with a Union, for increases in each case whether written or oraltotal compensation for any Employee below the level of vice president to the extent that such increases in total compensation are no greater than $10,000 for any such Employee; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vi) adoption of any plan of merger, consolidation, reorganization, recapitalization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wj) purchaseany transaction or commitment made, lease or any Contract entered into, relating to and material to the Business, other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies than transactions and commitments in the ordinary course of business consistent with past practiceand those contemplated by the Transaction Documents; (xk) acquisition by merger or consolidation withany acceleration of collection of accounts receivable, of delaying of payment of accounts payable, or by purchase change in cash management policies (including inventory control and pricing and credit practices), in each case in any material respect and other than in the ordinary course of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereofbusiness; (yl) action by any issuance, sale, redemption, acquisition or authorization for the Company to makeissuance or sale, change or rescind other grant of any Tax electionrights with respect to, amend the securities of any Tax Return Purchased Subsidiary or take securities convertible or exchangeable into securities of any position on Purchased Subsidiary or alteration any Tax Returnterm of any of the outstanding securities of any Purchased Subsidiary or securities convertible or exchangeable into securities of any Purchased Subsidiary or other split, take combination, or reclassification any action, omit to take of the securities of any action Purchased Subsidiary or enter securities convertible or exchangeable into securities of any Purchased Subsidiary or issuance of any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer security in respect of, in lieu of or in substitution for the securities of any Post-Closing Tax PeriodPurchased Subsidiary or declaration or payment any dividend or any other distribution of any assets of any Purchased Subsidiary (other than the distribution of cash balances from time to time to the Seller or its Affiliates); (m) any material changes in the customary methods of operations of the Business practices and policies relating to intercompany transactions, purchasing, inventories, marketing, selling, and pricing, in each case other than in the ordinary course of business; or (zn) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the date of the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanyCorporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Corporation; (b) amendment of any the articles, by-laws, unanimous shareholder agreement or other constating documents of the Organizational Documents of the CompanyCorporation; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests shares in the Corporation or redemption, retraction, purchase or acquisition of any of its equity interestsshares; (fd) material change in any method of accounting or accounting practice of the CompanyCorporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kh) transfer or transfer, assignment of or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsCorporate IP; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Personperson or entity; (ok) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company Corporation is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company Corporation's properties, equity interests shares or assets, tangible or intangible; ; (rn) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, employees; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (so) adoption, modification or termination of any: : (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, ; (ii) Benefit Plan or Plan; or (iii) collective bargaining agreement or other agreement with a Unionunion, in each case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members shareholders or current or former directors, manages, officers and employees; (uq) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vr) adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution or filing the commencement of any proceedings in which the Corporation would acquire the status of a petition in bankruptcy under any provisions of federal bankrupt or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawinsolvent person; (ws) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xt) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets or stock or other equity shares of, or by any other manner, any business or any Person person or any division thereofentity; (yu) action by the Company Corporation to make, change or rescind any Tax tax election, amend any Tax Return tax return or take any position on any Tax Returntax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax tax liability or reducing any Tax tax asset or attribute of Buyer in respect of any Post-Closing Tax Periodthe Corporation; or (zv) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company; (b) amendment of any of the Organizational Documents charter, bylaws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock (other than in connection with the exercise of Options or the conversion of the Convertible Notes), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceother than PPP Loan #2; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is boundContract; (p) any material capital expenditures; (q) imposition of any material Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0020,000, or (iii) action to accelerate the vesting (other than vesting of restricted Company Stock and the Options in accordance with the Closing) or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan benefit plan or program for any current or former employee, officer, director, retiree, independent contractor or consultant of the Company, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members stockholders or current or former directors, manages, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0020,000, individually (in the case of a lease, per annum) or $1,000,000.00 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Company to (i) make, change or rescind any Tax election, (ii) amend any Tax Return or take any position on , (iii) change any Tax Returnaccounting method or annual accounting period for Taxes, take any action, omit to take any action or (iv) enter into any other transaction that would have the effect Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, closing agreement, or settlement or compromise of increasing the Tax liability any claim or reducing any Tax asset of Buyer assessment in respect of Taxes, (v) consent to the extension or waiver of the limitation period applicable to the assessment or collection of any Post-Closing Tax PeriodTaxes, (vi) surrender any right to claim a refund of Taxes, or (vii) fail to timely pay when due any Tax; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except practice or as set forth on in Section 3.08 4.06 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests Seller's capital stock or redemption, purchase or acquisition of any of its equity interestsSeller's capital stock; (fc) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (gd) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Intellectual Property Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pl) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qm) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0010,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultantof the Business; (so) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wr) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.0010,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 25,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure SchedulesBusiness, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Company Organizational Documents of the CompanyDocuments; (c) split, combination or reclassification of any membership interests of its equity intereststhe Company; (d) issuance, sale or other disposition issuance by the Company of any of its equity interestsmembership interests in the Company, or grant by the Company of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsmembership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity intereststhe Company’s outstanding Membership Interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable (including incentives or discounts for payment of accounts receivable), establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) with respect to any customer of Company, receipt of any written notice that such customer intends to materially reduce its business with or cease doing business with the Company; (j) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation outside the Ordinary Course of any debts or entitlementsBusiness; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; Agreements (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registrationincluding, or failure to take or maintain reasonable measures to protect without limitation, the confidentiality or value grant of any Trade Secrets included in exclusive right to any of the Company Intellectual Property); (m) disclosure of any Information that the Company previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of the Company in such confidential information); (n) experience of any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to any materials used in the CellRight Products; (o) material damage, destruction or loss (whether or not covered by insurance) to its propertyany assets shown or reflected in the Balance Sheet; (np) entered into any compromise or settlement of any Action or investigation; (q) any capital investment in, or any loan to, any other Person; (or) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (ps) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (qt) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Company properties, equity interests Company’s properties or assetsassets shown or reflected in the Balance Sheet, tangible or intangible; (ru) (i) grant of any bonusesbonus to any officer or employee of the Company, whether monetary or otherwise, in an amount greater than the lesser of ten thousand dollars ($10,000) or ten percent (10%) of such Person’s base salary as of December 31, 2016 or increase in the wages or salary of any wagesofficer or employee of the Company by an amount greater than the lesser of ten thousand dollars ($10,000) per year or ten percent (10%) of such Person’s base salary as of December 31, salary2016, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms acceleration of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultantconsultant of the Company; (sv) hiring or promotion of any person except to fill a vacancy or need in the Ordinary Course of Business; (w) termination or closure of any material facility, line of business, or operation of the Company; (x) termination of any employee except for cause in the Ordinary Course of Business; (y) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tz) any loan by the Company to (or forgiveness of any loan by the Company to), or entry into any other transaction with, ) any of its members or current or former directors, managesmanagers, officers and employees; (uaa) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vbb) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wcc) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of fifty thousand dollars ($250,000.0050,000), individually (in the case of a lease, per annum) or one hundred thousand dollars ($1,000,000.00 100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xdd) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yee) action by the Company to (i) make, change or rescind any material Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.,

Absence of Certain Changes, Events and Conditions. Since the Audited Balance Sheet Date, and other than Date (i) Seller has conducted the Business in the ordinary course of business in all material respects consistent with past practice; (ii) Seller has used its commercially reasonable efforts to (A) maintain, keep and preserve the Assets of Seller in good condition and repair; (B) preserve the Business intact; (C) keep available the services of the employees and independent contractors of Seller; and (D) preserve the goodwill of suppliers, distributors, vendors, customers and others having business dealings or relations with Seller; and (iii) except as set forth on in Section 3.08 4.8 of the Disclosure SchedulesSchedule, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanySeller; (c) splitentry into any new line of business by Seller, combination or reclassification abandonment or discontinuance of any existing lines of its equity interestsbusiness of Seller; (d) issuance, sale acquisition by merger or other disposition of any of its equity interestsconsolidation with, or grant by purchase of a substantial portion of the Assets or equity of, or by any optionsother manner, warrants any Person or other rights to purchase any business or obtain (including upon conversion, exchange or exercise) any division of its equity interestssuch Person; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, lease, operate or use or lease any property or assets Assets in connection with the Business for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) ), or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies Inventory in the ordinary course of business consistent with past practice; (xf) acquisition by merger transfer, assignment, sale, lease or consolidation withother disposition of any Assets for an amount in excess of $25,000, individually (in the case of a lease, per annum), or by purchase $100,000 in the aggregate (in the case of a substantial portion lease, for the entire term of the assets or stock or other equity oflease), or by Encumbrance (other than Permitted Encumbrances) placed upon any other mannerof the Assets of Seller, any except for the sale of Inventory in the ordinary course of business or any Person or any division thereofconsistent with past practice and except for the Transactions; (yg) action material damage, destruction, theft or loss, or any material interruption in use, of any of the Assets of Seller, whether or not covered by insurance; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Seller Intellectual Property; (i) failure to spend funds for any planned or budgeted capital expenditure projects of Seller; (j) material change in any method of accounting or accounting practice of Seller, except as required by GAAP or applicable Laws; (k) change in the Company valuation standards or methods with respect to makethe Inventory or adjustment from the quantities of any type of Inventory from the levels maintained by Seller in the ordinary course of business consistent with past practice; (l) change in connection with Seller’s accounts and notes receivable or accounts and notes payable terms, change policies or rescind any Tax election, amend any Tax Return procedures including: (i) taking (or take any position on any Tax Return, take any action, omit omitting to take take) any action or enter into any other transaction that would have the effect of increasing accelerating revenues, accelerating cash receipts or accelerating the Tax liability collection of accounts receivable or reducing notes receivable to pre-Closing periods that would otherwise be expected to take place or be incurred in post-Closing periods, or (ii) taking (or omitting to take) any Tax asset action that would have the effect of Buyer in respect delaying or postponing the payment of any Postaccounts payable or notes payable to post-Closing Tax Period; orperiods that would otherwise be expected to be paid in pre-Closing periods; (zm) incurrence, assumption or guarantee of any Contract to do Indebtedness by Seller, except unsecured current accounts payable incurred in the ordinary course of business consistent with past practice; (n) cancelation of any debts, entitlements or claims or amendment, termination or waiver of the foregoing, or any action or omission that would result in any rights constituting material Assets of the foregoing.Seller;

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interestsmembership interests in the Company; (d) issuance, sale or other disposition of, or creation of any of its equity interestsEncumbrance on, any Company Membership Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsmembership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity membership interests in the Company or redemption, purchase or acquisition of any of its equity the Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kj) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP AgreementsLicensed Intellectual Property; (lk) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests Company’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant250,000; (sr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Affiliates, members or current or former directors, managesmanagers, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00250,000, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as and other than in connection with the transactions set forth on Section 3.08 herein, to the Knowledge of the Disclosure SchedulesCompany, there has not been, with respect to the CompanyCompany and each Company Subsidiary, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any the charter, by-laws or other organizational documents of the Organizational Documents of the CompanyCompany or any Company Subsidiary; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (fd) material change in any method of accounting or accounting practice of the CompanyCompany or any Company Subsidiary, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (whether or not covered by insurance) to its property; (ni) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company or any Company Subsidiary is a party or by which it is bound; (p) any material capital expenditures; (qk) imposition of any Encumbrance upon any of the Company or Company Subsidiary properties, equity interests capital stock or assets, tangible or intangible, other than Permitted Encumbrances; (rl) hiring or promoting any person as or to (ias the case may be) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, an officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tm) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members shareholders or current or former directors, manages, officers and employees; (un) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wo) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;; or (xp) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jf) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Interim Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (g) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (pj) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qk) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements disclosed to Buyer or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed TWENTY THOUSAND DOLLARS ($250,000.00, 20,000.00) or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultantof the Business; (sm) hiring or promoting of any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (n) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wq) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of TEN THOUSAND DOLLARS ($250,000.0010,000.00), individually (in the case of a lease, per annum) or FIFTY THOUSAND DOLLARS ($1,000,000.00 50,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zr) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJanuary 1, and 2021, other than (i) in the ordinary course of business consistent with past practice, except (ii) the consummation of this Agreement and the Ancillary Documents and (iii) as set forth on Section 3.08 of the Disclosure Schedulesmay have been publicly disclosed by Seller under Legal Proceedings in Form 10-K and Form 10-Q SEC filings prior to Closing, there has not beenbeen any, with respect to the Company, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceLiabilities; (jf) transfer, assignment, sale or other disposition of any of the assets shown Transferred Assets; (g) cancellation or reflected in the Balance Sheet or cancellation forgiveness of any debts or entitlementsclaims or amendment, termination or waiver of any rights relating to Transferred Assets; (kh) transfer or assignment of or grant of any license or sublicense under or with respect to any Company material Intellectual Property Assets or Company IP Intellectual Property Agreements; (li) abandonment or lapse of or failure to maintain in full force and effect any Company IP Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual PropertyProperty Assets; (mj) material damage, destruction or loss (loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundGovernmental Authorization; (pl) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qm) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangibleTransferred Assets; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wo) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zp) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than as set forth in Section 3.08 of the Disclosure Schedules or in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanyCompany Charter Documents; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any shares of its equity interests Company Stock or redemption, purchase or acquisition of any shares of its equity interestsCompany Stock; (fd) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mf) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (og) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, bonus target, commission, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00150,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vj) adoption making of or change in any Tax election, amendment of any plan Tax Return, entry into any closing agreement, settlement of mergerany Tax claim or assessment, consolidationsurrender or waiver of any right to claim a refund of Taxes, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to any extension or waiver of the filing limitation period applicable to any Tax claim or assessment, incurrence of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets liability for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in Taxes outside the ordinary course of business consistent business, filing of any Tax Return in a manner inconsistent with past practice; (x) acquisition by merger or consolidation with, or adoption or change in any Tax accounting method, except as required by purchase Law or as a result of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodLaw; or (zk) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateExcept as set forth on SWS Disclosure Schedule 3.25, since December 31, 2020, and other than or in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanySWS, any: (a) event, occurrence or development that has had, had or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; (b) declaration or payment of any dividend or distribution of cash or other property to its Members or purchased, redeemed or made any agreements to purchase or redeem any SWS Shares, c) except as disclosed in Schedule 3.25, the issuance of equity securities; d) amendment of any of the Organizational Documents of the CompanySWS Charter Documents; (ce) split, combination or reclassification of any of its equity interestsSWS Shares; (df) issuance, sale or other disposition of any of its equity interests, SWS Shares or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsSWS Shares; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (fg) material change in any method of accounting or accounting practice of the CompanySWS for tax or book purposes, except as required by GAAP or as disclosed in the notes to the SWS Financial Statements; (gh) material change in the Company’s SWS's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hi) entry into any Contract that would constitute a an SWS Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except for unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the SWS Latest Balance Sheet or cancellation of any debts or entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property SWS IP or Company SWS IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any SWS Material Contract (including, but not limited to, any SWS Material Contract) to which the Company SWS is a party or by which it is bound; (p) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (q) imposition of any Encumbrance material Lien upon any of the Company SWS properties, equity interests SWS Shares or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or agreements, required by applicable LawLaw or in the ordinary course of business, (ii) change any material increase in the terms of employment for any employee or any termination base salary of any employees for which the aggregate costs and expenses exceed $250,000.00, officer or employee of SWS; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; s) hiring or promoting any person as or to (sas the case may be) an officer without the express consent of Parent; t) adoption, modification or termination termination, of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, other than termination for cause or in the ordinary course of business, (ii) Benefit SWS Employee Plan other than as required by applicable Law or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, directors, manages, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practicebusiness; (xy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Company SWS to make, change or rescind any Tax election, amend any Tax SWS Return or take any position on any Tax SWS Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability of the Surviving Entity after the consummation of the Merger; or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.05 of the Balance Sheet DateDisclosure Schedules, and other than from January 1, 2018, until the date of this Agreement, Seller has operated the Business in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, practice in all material respects and there has not been, with respect to the CompanyBusiness, any: (a) event, occurrence any event or development that has had, or could reasonably be expected to havecircumstance that, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect; (b) amendment of any . Except as set forth in Section 4.05 of the Organizational Documents of the Company; (c) splitDisclosure Schedules or as would not, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on individually or in respect of any of its equity interests or redemptionthe aggregate, purchase or acquisition of any of its equity interests; (f) be expected to be material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change Business taken as a whole, since January 1, 2018, until the date of this Agreement there has not been, in the Company’s cash management practices and its policies, practices and procedures each case solely with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;the Business unless indicated otherwise: (ha) entry into any Contract that would constitute a Material Contract; (i) incurrencetheft, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or casualty loss (in excess of $10,000 in the aggregate to the Purchased Assets, whether or not covered by insurance; (b) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (c) any sale, disposal of or license of any of the Purchased Assets (including, without limitation, Intellectual Property Assets) to its propertyany Person; (d) any failure to maintain the Tangible Personal Property in good working condition and to repair the Tangible Personal Property according to the standards that have been maintained up to the date of this Agreement, subject only to ordinary wear and tear; (e) any failure to pay and discharge any trade payables or other material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of the date hereof; (f) any change in the financial accounting methods relating to or affecting the Purchased Assets, the Assumed Liabilities or the Business; (g) any write up, write down or write off of the book value of any Purchased Assets, except as consistent with past practices; (h) any amendment or termination of any Assigned Contracts, except in the ordinary course of business; (i) any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Business or the Purchased Assets; (j) any abandonment of or failure to maintain any Intellectual Property Assets; (k) any bonus or any wage, salary or compensation increase for any employee, sales representative or consultant or any increase in any Benefit Plan, or material amendment to or termination of any existing Benefit Plan or adoption of any new Benefit Plan; (l) any grant or commitment to grant any retention, severance or termination payment to any current or former employee or consultant of the Business; (m) any other material change in employment terms for any employees of the Business; (n) any capital investment in, claim or any loan to, any other Personlawsuit initiated or settled for an amount involving in excess of $25,000 in the aggregate or involving equitable or injunctive relief; (o) acceleration, termination, material modification to or cancellation a grant of any Material Contract performance guarantee to which any customer of the Company is a party or by which it is boundBusiness; (p) any failure to comply in all material capital expendituresrespects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (q) imposition with respect to the Business, the Acquired Assets or the Assumed Liabilities: (i) any material Tax election or change in any Tax election, (ii) any change of any Encumbrance upon annual Tax accounting period or any change of the Company propertiesany method of Tax accounting (except as required by Law), equity interests (iii) any amended Tax Return or assetsany claim for Tax refunds, tangible (iv) any entry into any closing agreement relating to Taxes or intangible(v) any settlement of any Tax claim, audit or assessment; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in action that would subject the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action Business to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant;regulation under HIPAA; and (s) adoption, modification any agreement or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract commitment to do any of the foregoing, or any action or omission that would result things described in any the preceding clauses of the foregoingthis Section 4.05.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, Date and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestsCapital Stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP Section 3(c) of Section 211 of the Companies Act or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former stockholders, directors, manages, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Disclosure Schedules, since the Balance Sheet Date, and other than the business of the Company has been conducted in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, and there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money; provided, however, for the avoidance of doubt, the Company may make draws on its existing line of credit from time to time; provided, further, that on or prior to Closing, the Company’s indebtedness for borrowed money except unsecured current obligations will be reassigned to an Affiliate of the Company, and Liabilities incurred in as of the ordinary course of business consistent with past practiceClosing the Company shall have no Indebtedness; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except in the ordinary course of business consistent with past practice; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; provided, however, that on or prior to Closing, the Company’s long-term debt will be reassigned to an Affiliate of the Company, and as of the Closing the Company shall have no Indebtedness; (p) any material capital expendituresexpenditures (not included in Company’s existing capital plan provided to Buyer); (q) imposition of any Encumbrance upon the Company’s capital stock or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Company properties, equity interests Company’s properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination without cause of any employees employee for which the aggregate costs and expenses with respect to all employees exceed $250,000.00200,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person, demotion, termination without cause, or adoption, modification modification, or termination of any: (i) any employment, severance, retention retention, or other agreement with any current or former employee, officer, or director; (t) adoption, independent contractor modification or consultant, termination of any: (iii) Benefit Plan or (iiiii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members stockholders or current or former directors, manages, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00100,000, individually (in the case of a lease, per annum) or $1,000,000.00 200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Company to make, change or rescind any Tax election, amend any Tax Return Return, or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company or the Buyer in respect of any Post-Closing Tax Period; or (zaa) any Contract contracting to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (f) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kg) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property Assets or Company IP AgreementsIntellectual Property Agreements (except non- exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which the Company is a party or by which it is boundPermit; (p) any material capital expenditures; (qj) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (rk) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultantof the Business; (sl) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (m) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of the Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tn) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesor employees of the Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vo) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wp) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zq) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. ‌ Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure SchedulesOrdinary Course, there has not been, with respect to the CompanyL8 Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any the Articles, by-laws or other constating documents of the Organizational Documents of the CompanyL8 Subsidiaries; (c) split, combination consolidation or reclassification of any of its equity interestsshares in the L8 Subsidiaries; (d) issuance, sale or other disposition of any of its equity interestsshares in the L8 Subsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestsshares in the L8 Subsidiaries; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests shares in the L8 Subsidiaries or redemption, retraction, purchase or acquisition of any of its equity interestssuch shares; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s L8 Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any Contract that would constitute a Material Contractoutside of the Ordinary Course; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceOrdinary Course; (ji) transfer, assignment, sale or other disposition of any of the assets Assets shown or reflected in the Balance Sheet Financial Statements or cancellation of any debts or entitlements; (kj) transfer or transfer, assignment of or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Company Intellectual Property Corporate IP or Company Corporate IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to any of its propertyAssets; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company L8 Subsidiaries is a party or by which it is bound; (pn) any material capital expenditures; (qo) imposition of any Encumbrance upon any of the Company properties, equity interests Vendor Shares or assetsAssets, tangible or intangible; (rp) (i) grant or commitment to grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law, ; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, 10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor Independent Contractor or consultant; (sq) hiring or promoting, or commitment to hire or promote, any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor Independent Contractor or consultant, ; (ii) Benefit Plan Plan; or (iii) collective bargaining or other agreement with a UnionCollective Agreement, in each case case, whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesRelated Parties save as otherwise disclosed pursuant to this Agreement; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution or filing the commencement of any proceedings by the L8 Subsidiaries or its creditors seeking to adjudicate the L8 Subsidiaries as bankrupt or insolvent, making a proposal with respect to the L8 Subsidiaries under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a petition in bankruptcy under trustee, receiver, receiver-manager, agent, custodian or similar official for the L8 Subsidiaries or for any provisions substantial part of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawits Assets; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assets Assets for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceOrdinary Course; (xw) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets or stock or other equity shares of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Company L8 Subsidiaries to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of Buyer in respect of any Post-Closing Tax Periodthe L8 Subsidiaries; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of for the CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial StatementsSchedules; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business individually in excess of $20,000 or $50,000 in the aggregate, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet except for any Purchased Assets individually having a value of less than $10,000 or an aggregate value of less than $50,000; (i) cancellation of any debts or entitlementsclaims having an aggregate value in excess of $50,000 or (ii) amendment, termination or waiver of any rights having an aggregate value in excess of $50,000 constituting Purchased Assets; (kg) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets (other than under Franchise Agreements) or Company IP Intellectual Property Agreements; (lh) abandonment whether or lapse of or failure to maintain in full force and effect any Company IP Registrationnot such destruction, loss, or failure to take or maintain reasonable measures to protect the confidentiality or value of interruption is covered by insurance, any Trade Secrets included in the Company Intellectual Property; (mi) material damage, destruction or loss of any Purchased Assets where the repair or replacement cost of any Purchased Assets (whether as applicable) due to such damage, destruction or not covered loss is in excess of $50,000, or (ii) interruption in use of any Purchased Asset foreseeably reduces revenue or increases expenses by insurance) to its propertymore than $100,000; (n) any capital investment in, or any loan to, any other Person; (oi) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party Contracts or by which it is boundPermits; (pj) any material capital expendituresexpenditures which would constitute an Assumed Liability having an aggregate value in excess of $25,000; (qk) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangiblePurchased Assets; (r) (i) a grant of any bonuses, whether monetary or otherwise, that exceed $25,000 in value, or increase in any wages, salary, severance, pension or other compensation or benefits that exceed $15,000 on an annual basis in respect of its any current or former employees, officers, directors, retirees, temporary employees, leased employees, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements disclosed to Buyer prior to the Closing and set forth in Schedule 4.6(l) or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0020,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, retiree, temporary employee, leased employee, consultant or independent contractor or consultantof the Business; (sm) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy; (n) any adoption, modification material modification, waiver or termination of any: (i) employment, severance, retention or other agreement with any current or former employee (other than officers or directors), Individual Contractor, temporary employee, officerleased employee or consultant of the Business in each case, that would increase the obligations of Sellers to its current or former employees (which for this purpose shall not include any officer or director), independent contractor temporary employees, leased employees or consultantconsultants by more than three percent (3%) of its existing annual obligations, (ii) Benefit Plan or (iii) collective bargaining employment, severance, retention or other agreement with any officer or director, (iii) Seller Benefit Plan, or (iv) collective bargaining, memorandum of understanding, letter of assent or other agreement or understanding with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employeesemployees of the Business in which the aggregate value of the principal exceeds $25,000 or to any current or former directors or officers; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wq) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $250,000.0050,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodsupplies; or (zr) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Schedule 3.06, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanyOnewire’s Business, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanyOnewire Charter Documents; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the CompanyOnewire, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the CompanyOnewire’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material ContractContract except with Recruiter or Newco; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jf) transfer, assignment, sale sale, or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or cancellation of any debts debts, entitlements or entitlementsclaims, or amendment, termination or waiver of any rights constituting Purchased Assets, other than to Recruiter or an Affiliate thereof; (kg) transfer or assignment of transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Onewire Intellectual Property or Company Onewire IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mh) material damage, destruction destruction, or loss of any Purchased Assets (whether or not covered by insurance) to its property); (ni) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to to, or cancellation of any Material Contract to which the Company is a party or by which it is boundPermit; (pk) any material capital expendituresexpenditures which would constitute an Assumed Liability; (ql) imposition of any Encumbrance upon any of the Company propertiesPurchased Assets, equity interests or assets, tangible or intangibleother than any Permitted Encumbrance; (rm) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension pension, or other compensation or benefits in respect of its current or former employees, officers, directors, managers, independent contractors contractors, or consultants, other than (A) as provided for in any written agreements , (B) a distribution of the Purchase Price to any current or former employees, officers, directors, managers, independent contractors, or consultants of Onewire, (C) as required by applicable Law, or (D) in the ordinary course of business and consistent with past practice, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0010,000 per annum, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor contractor, or consultant; (sn) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (o) adoption, modification modification, or termination of any: (i) employment, severance, retention retention, or other agreement with any current or former employee, officer, director, manager, independent contractor contractor, or consultant, except in the ordinary course of business and consistent with past practice, or (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members Shareholders or current or former directorsofficers, manages, officers directors and employeesemployees (other than the payment of compensation to employees in the ordinary course of business and consistent with past practice); (uq) entry into a new line of business or abandonment or discontinuance of existing lines of businessthe Business; (vr) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution dissolution, or filing of a petition in bankruptcy under any provisions of federal bankruptcy Law or state bankruptcy insolvency Law or consent to the filing of any bankruptcy or insolvency petition against it under any similar Law; (ws) purchase, lease or other acquisition of the right to own, use use, or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanySeller, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of any the charter, by-laws or other organizational documents of the Organizational Documents of the CompanySeller; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (fd) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in the Company’s cash its management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and obligations, Liabilities incurred in the ordinary course of business consistent with past practicepractice and borrowings constituting part of the Group Agent Account Loans that are being retired as provided herein; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Assets or cancellation of any debts or entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (nk) any capital investment in, or any loan to, any other Person, other than loans from time to time from Seller to Mangrove funded by borrowings made by Seller from the Group Agent Account being retired hereby; (ol) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company Seller is a party or by which it is bound; (pm) any material capital expenditures; (qn) imposition of any Encumbrance upon any of the Company Seller’s properties, equity interests capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members stockholders or current or former directors, manages, officers and employees, other than as described in subsection (k) above; (up) entry into a new line of business or abandonment or discontinuance of existing lines of businessBusiness; (vq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0025,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xs) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and except as indicated in Section 3.10 of the Disclosure Schedule, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kj) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (lk) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (r) (iq) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sr) adoption, modification or termination of any: (i) employment, any severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members stockholders or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vt) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (zv) any Contract to do any of the foregoing, or or, to the Knowledge of the Sellers, any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of February 1, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules2019, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale or other disposition of any of its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock except as provided for in Section 5.03(a); (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness (other than indebtedness that has been or will be converted to equity of the Company prior to the Closing, and other than indebtedness to Parent or an Affiliate of Parent); (je) transfer, assignment, sale or other disposition of any material amount of assets (other than the assets sale of inventory in the Ordinary Course of Business) shown or reflected in the Interim Balance Sheet or cancellation of any material debts or material entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (qf) imposition of any Encumbrance upon any of the Company properties, equity interests capital stock or assets, tangible or intangible; (rg) (iExcept as set forth in Section 3.07(g) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) Disclosure Schedules adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (uh) entry into a material new line of business or abandonment or discontinuance of existing material lines of business; (vi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wj) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.00US$[***], individually (in the case of a lease, per annum) or $1,000,000.00 US$[***] in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xk) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof;; or (yl) Except as set forth in Section 3.07(g) of the Disclosure Schedules action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent in respect of any Post-Closing Tax Period; or. (zm) any Contract to do any of Notwithstanding the foregoing, an increase in the Indebtedness set forth in the List of Indebtedness or any action the List of Accounts Payable or omission that would result other increase/decrease of an applicable accounting category in any these schedules in each case by up to [***] shall not constitute a breach of the foregoingthis Section 3.07.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Balance Sheet DateSeller Disclosure Schedules, and other than from June 30, 2016 to the date hereof, Seller has operated the Business in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, in all material respects and there has not been, with respect to the Company, any: been (a) eventany sale, occurrence or development that has hadassignment, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination or reclassification of any of its equity interests; (d) issuance, sale transfer or other disposition of any property or asset relating to the Business having a value in excess of its equity interests, $100,000 or grant any relocation of any optionssuch property or asset from the Seller Facilities to any other location, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; than (i) incurrence, assumption any Excluded Assets or guarantee of (ii) any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Inventory sold to third parties in the ordinary course of business consistent with past practice; business; (jb) transfer, assignment, sale any Encumbrance (other than any Permitted Encumbrance) created on or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or arising with respect to any Company Intellectual Property material property or Company IP Agreements; asset relating to the Business, other than any Excluded Assets; (lc) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material substantial damage, destruction or loss or casualty loss (whether or not covered by insuranceinsured against) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease affecting any property or assets for an amount asset relating to the Business having a value in excess of $250,000.00100,000, individually other than the Excluded Assets; (d) any cancellation by the Seller of any material debt or waiver of any material Claim or right of value relating solely to the Purchased Assets; (e) any failure to pay the debts, Taxes and other obligations of the Business when due; (f) any transfer or relocation of any employees whose services were performed primarily or exclusively in connection with the Business to other facilities or sites operated by Seller or its Affiliates; or (g) any increase in the case compensation paid or payable, whether pursuant to a Benefit Plan or otherwise, to any of the Business Employees, or any increase in any payment or commitment, whether pursuant to a lease, per annum) Benefit Plan or $1,000,000.00 in the aggregate (in the case of a leaseotherwise, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect payment of any Post-Closing Tax Period; or (z) bonus, additional compensation, service award, welfare, pension, retirement, termination or severance benefit to any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingBusiness Employee.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other Other than in the ordinary course of business consistent with past practice, except as set forth disclosed on Section 3.08 Schedule 4.06 of the Disclosure SchedulesSchedule, since December 31, 2018 there has not been, with respect to the CompanyCompany or any ATAX Entity, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or ATAX Material Adverse Effect; (b) amendment of any of the Organizational Documents of the CompanyCompany or any ATAX Entity; (c) split, combination or reclassification of any of its equity interestsinterest in Company or any ATAX Entity; (d) issuance, sale or other disposition of, or creation of any of its Encumbrance on, any partnership or other equity interestsinterests in Company or any ATAX Entity, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its partnership or equity interestsinterests in Company or any ATAX Entity; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of any of its equity interests; (f) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as disclosed in the notes to the Financial StatementsATAX SEC Documents; (gf) material change other than in the Company’s cash management practices and its policiesOrdinary Course of Business, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jg) other than in the Ordinary Course of Business, any transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet of Company or cancellation of any debts or entitlementsentitlements of Company; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, equity interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vh) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wi) purchaseresignation or termination of any officer, lease key employee or other acquisition group of employees of Company or any ATAX Entity; (j) material change in any compensation arrangement or Contract with any employee, officer or director of a Seller providing services to the right to ownCompany or any ATAX Entity; (k) damage, use destruction or lease any property loss, whether or assets for an amount not covered by insurance, in excess of $250,000.00, individually (in the case of a lease, per annum) or $1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice25,000; (xl) acquisition by merger amendment or consolidation with, or by purchase modification of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereofSignificant Contract; (ym) action by other than in the Company to makeOrdinary Course of Business, change declare or rescind pay any Tax election, amend any Tax Return dividend or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Perioddistribution; or (zn) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2022, (i) the Balance Sheet Date, and other than Seller has operated the Business only in the ordinary course of business and has made expenditures (including capital expenditures) consistent with past practicepractices, and (ii) except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the CompanyBusiness or the Company (and not the Seller’s operations other than the Business), any: (a) event, occurrence or development that that, to Seller’s Knowledge, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents charter, bylaws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its equity interestscapital stock; (d) issuance, sale or other disposition of any of its equity interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interestscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests capital stock or redemption, purchase or acquisition of any of its equity interestscapital stock; (f) material change in any method of accounting or accounting practice of the Company or in the fiscal year of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s (or the Business’) cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer to Seller’s Knowledge, transfer, waiver, failure or omission to exercise a right or option, sale, assignment of or grant of any license or sublicense sublicense, any of the foregoing under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements except the granting of any express license accompanying the sale or lease of any Company products or services in the ordinary course of the Company’s business; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its physical, non-intellectual property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which the Seller (solely with respect to the Business), or the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company physical properties, equity interests capital stock or tangible assets, tangible or, to Seller’s Knowledge, the imposition of a claim based on, or intangiblerelated to Intellectual Property owned or alleged to be owned by a third party; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.0050,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification modification, termination, acceleration of vesting or termination benefit, or action to fund or otherwise secure the payment, under or of any: (i) employment, severance, retention retention, bonus, or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan employee benefit plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members stockholders or current or former directors, manages, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, recapitalization, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (wx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000.0010,000, individually (in the case of a lease, per annum) or $1,000,000.00 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (yz) (i) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take sign or enter into any closing agreement or settlement, settle or compromise any claim or assessment of Tax liability, surrender any right to claim a refund, offset or other reduction in liability, or consent to any extension or waiver of the limitations period applicable to any claim or assessment, or (ii) action, omit omission to take any action or enter entry into any other transaction that where such action, omission or entry would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer the Company in respect of any Post-Closing Tax Period; (aa) entering into any Contract that purports to limit, curtail or restrict the kinds of businesses in which it or its existing or future Affiliates may conduct their respective businesses; (bb) settlement or compromise of any pending or threatened material legal proceeding; or (zcc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.