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

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions.

Absence of Certain Changes, Events and Conditions. Since December 31To the Company's Knowledge, 2013since June 30, Sellers have operated the Specialty Plastics Business 1998, except as otherwise provided in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly or contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until disclosed in Section 3.7 of the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredDisclosure Schedule: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practicepractice neither the Company nor Gannett has sold, transferred, leased, subleased, licensed or otherwise disposed of any material assets used in the Business, other than the sale of obsolete Equipment; (ni) a Seller’s entry into neither the Company nor Gannett has granted any new employment contract with increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the Business Employees, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or (ii) established, increased or accelerated the payment or vesting of any new 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 past practices of Gannett or (C) as required under any existing agreement or arrangement; (c) neither the Company nor Gannett has made any material change in any Employee Planmethod of accounting or accounting practice or policy used by Gannett or the Company with respect to the Stations, other than changes required by Law or under GAAP; (od) neither the Company nor Gannett has suffered any loan extraordinary casualty loss or damage with respect to any material assets used in the Business, whether or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employeenot covered by insurance; (pe) there has not been any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qf) a Seller’s purchaseexcept in connection with the transactions contemplated hereby, lease, or other acquisition of the right to own, use, or lease any property or assets Business has been conducted in an amount in excess of $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 and supplies all material respects only in the ordinary and usual course of business consistent with past practice; (rg) neither the Company nor Gannett has created, incurred, assumed or guaranteed any Indebtedness, except for net borrowings under existing lines of credit; (h) other than in the ordinary course of 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 (i) neither the Company nor Gannett has entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.05 of the Disclosure Schedules, since December 31, 2013 until from the date of the Interim Balance Sheet Date through the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Specialty Plastics Business, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intoincurrence of any indebtedness for borrowed money in connection with the Business other than pursuant to the Credit Agreements, or the modification or termination of, any Sold Contract involving aggregate consideration Leases and unsecured current obligations and liabilities incurred in excess the ordinary course of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticebusiness; (c) sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business and except for any Purchased Assets having an aggregate value of less than the Threshold Amount; (d) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (e) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice Threshold Amount which in the aggregate did not have a fair market value in excess of $100,000would constitute an Assumed Liability; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, except for Permitted Encumbrances; (g) increase in the compensation of any Employees, other than as provided for in any written agreements or in the ordinary course of business; (h) adoption, termination, amendment or modification of any Benefit Plan, the effect of which in the aggregate would increase the obligations of Seller by more than ten percent (10%) of its existing annual obligations to such plans; (i) 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; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, purchase or other acquisition of the right to own, use, or lease any property or assets in asset that constitutes a Purchased Asset for an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)Threshold Amount, except for purchases of inventory and Inventory or supplies in the ordinary course of business consistent with past practice;business; or (rk) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on in Schedule 5.054.06 or to the extent included as an Excluded Asset or Excluded Liability, since December 31, 2013 the Balance Sheet Date until the date of this Agreement, with respect to the Specialty Plastics Businesshereof, there has not occurredbeen a Material Adverse Effect and the Seller: (a) a has operated the Business in the normal and ordinary course of the Business consistent with past customs and practices, including 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 change dealings with the Seller in any Sellers’ methods respect of accounting or accounting practicesthe Business; (b) a Seller’s entry intohas taken all commercially reasonable actions to preserve, or protect and maintain all of the modification or termination ofPurchased Assets, any Sold Contract involving aggregate consideration other than disposable assets, in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticecustomary repair, order and condition (reasonable wear and tear excepted); (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrencehas not suffered any theft, assumptiondamage, or guarantee of any Liabilitiesdestruction, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale loss or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destructioncasualty, whether or not covered by insurance, affecting with respect to any of the assetsPurchased Assets having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses; (d) has maintained in good standing all Permits and has filed, propertieswhen 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 Person; (f) has not (i) agreed to award or pay, awarded or paid any bonuses to employees with respect to any period after December 31, 2016, or operations (ii) entered into or amended any written or material unwritten employment, service, independent contractor, deferred compensation, severance, change in control, retention or similar agreement or arrangements (except for entering into agreements or arrangements to employ new employees on or after January 1, 2017, in exchange for an annual compensation of less than $50,000 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 Specialty Plastics 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, funding or payment of any compensation or benefit for any officer, director, employee, agent, representative or Affiliate of the Seller, or (v) agreed to increase the coverage or benefits available under any real property used severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or held other incentive compensation, insurance, pension or any other Benefit Plan; (g) has not made any loans, advances or capital contributions to, or guarantees for use the benefit of, or investments, or paid or reimbursed any fees to any Person (including any Affiliate of the Seller), except for advances and reimbursements for business expenses to employees in the Specialty Plastics Ordinary Course of Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) has not incurred or assumed any Indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the termination, material modification to, or cancellation Ordinary Course of any material Contract or PermitBusiness; (i) the imposition of has not mortgaged, pledged or subjected to any Encumbrance upon Lien, other than Permitted Liens, any of Sold the Purchased Assets; (j) has not sold, leased, assigned, transferred, conveyed or otherwise disposed of any labor disputematerial assets or properties, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee actionexcept in the Ordinary Course of Business; (k) has not discharged or satisfied any Lien or paid any liability or obligation, except in the Ordinary Course of Business and which, individually or in the aggregate, is not and would not be material adverse change in a to the Seller’s business relationship with a customer , the Business or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)the Purchased Assets; (l) has not canceled, settled, compromised or accelerated any cancellation Indebtedness or compromise claim, or amended, canceled, terminated, waived or released any Contract or right, except in the Ordinary Course of any debt Business and which, individually or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000is not and would not be material to the Seller, the Business or the Purchased Assets; (m) an increase in the rate of compensationhas not instituted, commission, bonus settled or other direct or indirect remuneration payable to compromised any Employee, other than in the ordinary course of business consistent with past practiceLegal Proceeding; (n) a Seller’s entry into except for the Leases, has not entered into, or made any new employment contract with commitments for, any Employee lease of capital equipment or any new Employee Plan or any material change real property, in any Employee Planeach case, involving payments in excess of $50,000 per year; (o) any loan to or forgiveness of any loan to, or entry has not entered into any other material transaction withor entered into any transaction with any of its Affiliates, any directorin each case, officer, that was or employeenot in the Ordinary Course of Business; (p) has not committed to make any other transaction, event Capital Expenditures requiring any payment following the Effective Time in excess of $50,000 individually or condition that has had or is reasonably likely to have a Material Adverse Effect;$100,000 in the aggregate; and (q) a Seller’s purchase, leasehas not entered into any Contract or otherwise agreed to do, or other acquisition of the right taken any action or made any omission that would reasonably be expected to ownresult in, use, or lease any property or assets anything set forth in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsthis Section 4.06.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this the Agreement or as set forth on Schedule 5.05Section 3.08 of the Disclosure Schedules, since from December 31, 2013 2014 until the date of this Agreement, with respect the Company has been operated (or Seller has caused the Company to the Specialty Plastics Business, there has not occurred: (aoperate) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice in all material respects and there has not been any: (iiia) event, occurrence or development that has had a Material Adverse Effect; (b) material amendment of the Constituent Documents of the Seller, as it may relate to the Company or the Business, or the Company; (c) adoption or change of any method of accounting or accounting practice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (d) incurrence, assumption or guarantee of any Indebtedness in an aggregate amount exceeding $10,000, except unsecured current trade obligations and liabilities incurred in the ordinary course of business; (e) creation or other dispositions incurrence of any Encumbrance on any material asset of the Company other than Permitted Encumbrances; (f) sale, transfer, lease, license or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; or (fii) transfer, assignment, or grant of any license or sublicense of any material rights under or except with respect to any Sold Intellectual Property, for any assets having an aggregate value of less than $10,000; (g) (i) adoption, amendment or modification of any material damage Benefit Plan, except as required under applicable Law, the terms of any Material Contract or destructionthe terms of the individual Benefit Plan; (ii) grant or increase of any compensation (including any retention or change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director or independent contractor of the Company, (iii) acceleration of the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under, any Benefit Plan, (iv) hiring or termination of any Employee with an annual base salary or base wages exceeding $50,000, or (v) transferring to the Company the employment of any Person whose work duties have not been primarily dedicated to the Business or transferring out of the Company the employment of any Person whose work duties have been primarily dedicated to the Business; (h) acquisition 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 for consideration in excess of $10,000; (i) 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; (j) incident of damage, destruction or loss of any property or assets owned by the Company or used in the operation of their businesses, whether or not covered by insurance, affecting the assets, properties, having a replacement cost or operations fair market value in excess of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit$10,000; (i) the imposition making, change or revocation of any Encumbrance upon Tax election; (ii) settlement or compromise of any claim or liability with respect to Taxes relating to the Company; (iii) closing agreement entered into relating to Taxes; (iv) amended Tax Return filing; (v) surrender of Sold Assets; any right to claim a refund of Taxes; (jvii) incurrence of any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott liability for Taxes outside the ordinary course of business; (viii) failure to pay any Tax that was due and payable (including any estimated tax payments); (ix) preparation or other similar adverse employee action; (k) filing of any material adverse change Tax Return in a Seller’s business relationship manner inconsistent with a customer past practice; or supplier identified in Schedule 5.16(a(x) consent to any extension or Schedule 5.16(b);waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; or (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable agreement to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement Agreement, or as set forth on Schedule 5.05Section 4.07 of the Disclosure Schedules, since December 31January 1, 2013 until 2016, through the date Effective Date, Seller has operated the Company and transacted Business in the Ordinary Course of this AgreementBusiness in all material respects and there has not been, with respect to the Specialty Plastics Business, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) revocation or other loss of any Permit or Intellectual Property Registration issued by a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeGovernmental Authority; (c) capital expenditures incurrence of any indebtedness for borrowed money in an aggregate amount exceeding $100,000connection with the Company and transaction of the Business, except customary trade payables and obligations incurred in the Ordinary Course of Business; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, of the Purchased Assets except for (i) the sale of inventory Inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (e) cancellation of any debts or claims or amendment, (ii) the collection termination or waiver of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any rights constituting Purchased Assets; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Propertycapital expenditures which would constitute an Assumed Liability; (g) material change in any material damage method of accounting or destructionaccounting practice for the Company, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use except as disclosed in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of notes to the Facilities;Financial Statements (h) the terminationmaterial change in cash management practices and policies, material modification topractices and procedures with respect to collection of Accounts Receivable, or cancellation establishment of any material Contract or Permitreserves for uncollectible Accounts Receivable, 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; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, except for Permitted Encumbrances; (j) increase in the compensation of any labor disputeEmployees, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott other than as provided for in any written agreements or other similar adverse employee actionin the Ordinary Course of Business; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officermanagers, officers or employeeemployees of the Company; (pl) adoption, termination, amendment or modification of any other transactionBenefit Plan, event or condition that has had or is reasonably likely the effect of which in the aggregate would increase the obligations of Seller by more than five percent (5%) of its existing annual obligations to have a Material Adverse Effectsuch plans; (qm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a Seller’s purchase, lease, 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; (n) purchase or other acquisition of the right to own, use, or lease any property or assets asset that constitutes a Purchased Asset in an aggregate amount in excess of exceeding $100,000 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 and Inventory or supplies in the ordinary course Ordinary Course of business consistent with past practice;Business; or (ro) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132012, Sellers have operated the Specialty Plastics Business there has not been any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the usual and ordinary course of business in all material respects consistent with past practiceaggregate, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 4.6 of the Disclosure Schedule, since December 31, 2013 until 2012, the date of this AgreementBusiness has been conducted in the ordinary course consistent with past practice, with respect to the Specialty Plastics Business, and there has not occurredbeen any: (a) a material change in any Sellers’ methods method of accounting or accounting practicespractice for the Business; (b) a Seller’s entry intomaterial change in cash management practices and policies, or the modification or termination ofinventory control, any Sold Contract involving aggregate consideration in excess prepayment of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeexpenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (c) capital expenditures material change in an aggregate amount exceeding $100,000Seller’s relationship with any customer, vendor, or supplier related to the Business; (d) the entry into any Contract that would constitute a Material Contract; (e) incurrence, assumption, assumption or guarantee of any Liabilities, 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; (ef) the transfer, assignment, sale or other disposition of any assets, except for (i) of the sale of inventory Purchased Assets other than in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000business; (fg) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (h) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty Assets or Intellectual Property Licenses except in the ordinary course of business; (gi) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (hj) the acceleration, termination, material modification to, to or cancellation of any material Assigned Contract or Permit; (ik) the material capital expenditures which would constitute an Assumed Liability; (l) imposition of any Encumbrance upon any of Sold the Purchased Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any employees of the Business or any other change in the rate terms of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeesuch employment, other than as provided for in any written agreements or in the ordinary course of business consistent with past practicepractice or to the extent required pursuant to applicable Law; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any directoremployee of the Business; (o) adoption of any plan of merger, officerconsolidation, reorganization, liquidation or employeedissolution 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; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $100,000 10,000, individually (in the case of a lease, per annum) or $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 and or supplies in the ordinary course of business consistent with past practice; (q) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other similar plan, Contract or commitment for the benefit of any employee of the Business (including any such action taken with respect to any other Benefit Plan) except as required by applicable Law or as conducted in the ordinary course of business consistent with past practice; or (r) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132005, Sellers have operated the Specialty Plastics Business except as otherwise provided in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly or contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Seller has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any Purchased Assets, other than the sale of obsolete Equipment; (nb) a Seller’s entry into permitted any new employment contract with of the Purchased Assets to be subjected to any Employee or any new Employee Plan or any material change in any Employee PlanEncumbrance; (oc) made any loan changes, including changes to or forgiveness collection practices, to be made in the operations of any loan to, or entry into any other transaction with, any director, officer, or employeethe Seller; (pd) made any other transaction, event or condition that has had or is reasonably likely commitments for the Seller to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount make capital expenditures in excess of $100,000 10,000 individually or in the aggregate aggregate; (in the case of a lease, for the entire term e) made any amendment of the leasearticles of incorporation or bylaws of the Seller; (f) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Seller or any third parties that is material to the Seller or that will continue in effect after the Closing Date and not including be terminable by the Seller on not more than 30 days’ written notice without payment of premium or penalty; (g) entered into any option term)new Material Contract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except for purchases of inventory and supplies trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (i) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (j) declared, set aside or made any payment or distribution of cash or other property to its stockholders (except as provided in (a), above) with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (l) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (n) suffered any casualty loss or damage with respect to any assets, whether or not covered by insurance; (o) incurred or guarantied any indebtedness for borrowed money other than indebtedness repaid at or prior to the Closing or indebtedness that will constitute Excluded Liabilities; (p) deferred the payment of any accounts payable; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (r) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Seller; (t) conducted the Business outside of the ordinary and usual course consistent with past practice; (ru) compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action, Indebtedness or any other claims or rights; or (v) entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 4.05 of the Disclosure Schedules, since December 31from January 1, 2013 2022, until the date of this Agreement, with respect to Seller has operated the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable Business in the ordinary course of business consistent with past practice in all material respects and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did there has not have a fair market value in excess of $100,000; (f) transferbeen, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, any event or any real property used circumstance that, individually or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of the Disclosure Schedules or as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, since January 1, 2022, until the date of this Agreement there has not been, in each case solely with respect to the Business unless indicated otherwise: (a) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (qb) a any sale, disposal of or license of any of the Purchased Assets (including, without limitation, Intellectual Property Assets) to any Person; (c) 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 purchase, lease, or other acquisition customary business practices as of the right to own, use, date hereof; (d) any claim or lease any property lawsuit initiated or assets in settled for an amount involving in excess of $100,000 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 and supplies in the ordinary course of business consistent with past practiceor involving equitable or injunctive relief; (re) any failure to comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (f) 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 annual Tax accounting period or any change of any method of Tax accounting (except as required by Law), (iii) any amended Tax Return or any claim for Tax refunds, (iv) any entry into any closing agreement relating to Taxes or (v) any settlement of any Tax claim, audit or assessment; and (g) any agreement or commitment or obligation on the part of Seller to take do any of the foregoing actionsthings described in the preceding clauses of this Section 4.05.

Absence of Certain Changes, Events and Conditions. (a) Since December 31, 20132000, Sellers have operated the Specialty Plastics Business there has not been any material adverse change in the usual and ordinary course condition (financial or otherwise) of the business in all material respects consistent with past practice. or the liabilities, assets, operations, results of operations, prospects or conditions (financial or other) of the Company. (b) Except as expressly contemplated by this Agreement or as set forth disclosed on Schedule 5.052.8 hereto, since December 31, 2013 until 2000, the date of this Agreement, Company has operated its business in the ordinary course consistent with respect to past practice and the Specialty Plastics Business, there Company has not occurrednot: (ai) a material change in permitted or allowed any Sellers’ methods of accounting its assets to be mortgaged, pledged or accounting practices; (b) a Seller’s entry intosubjected to any Encumbrance, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more other than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities immaterial Encumbrances incurred in the ordinary course of business consistent with past practice; (eii) written down, or failed to write down, or written up the transfervalue of any of its inventory or assets; (iii) amended, assignmentterminated, cancelled or compromised any claims or waived any other rights, or sold, transferred or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible property), other than the sale of inventory in the ordinary course of business; (iv) disposed of or permitted to lapse any patent, trademark, assumed name, service xxxx, trade name or copyright application, registration or license to its business, or under which the Company has any right or license; (v) granted any increase in the compensation of the employees of the Company, including, without limitation, any such increase pursuant to any Employee Benefit Plan (as defined in Section 2.14 below), or established or increased or promised to increase any benefits under any such Employee Benefit Plan; (vi) made any material changes in the customary methods of operation of its business, including practices and policies relating to franchising, purchasing, marketing or selling; (vii) declared, made, set aside or paid any dividends or other distributions (whether in cash, securities or other property) to the Seller with respect to the Company's capital stock, or redeemed any of its securities; (viii) incurred or assumed any indebtedness for borrowed money or guaranteed any such indebtedness; (ix) issued or sold any of its stock, notes, bonds or other securities (including treasury shares), or any option, warrant or other rights to purchase the same; (x) sustained any damage, destruction, or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company; (xi) entered into any transaction, commitment, contract or agreement relating to its assets or business (including the acquisition or disposition of any assets) or the relinquishment of any contract or other right, material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (1) granted any severance or termination pay to any director, officer or employee of the Company, (2) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, consultant or employee of the Company, (3) increased benefits payable under any existing severance or termination pay policies or employment or consulting agreements, or (4) increased compensation, bonus or other benefits payable to directors, officers, consultants or employees of the Company; (xiii) granted any option to purchase, or other right to acquire, capital stock or any security or other instrument convertible into capital stock of any class of the Company to any Person (as defined below); (xiv) changed any method of accounting or accounting practice (including in each case tax accounting), except for any such change required by reason of a concurrent change in accordance with generally accepted accounting principles and notice of which has been given to the Purchaser; (ixv) the sale entered into, extended, amended or terminated any Material Contract (as defined in Section 2.13 below), material agreement (other than agreements relating to purchases of inventory in the ordinary course of business consistent with past practice), (ii) lease, franchise, permit or license or any material term of any outstanding security of the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Company; (fxvi) transfermade any amendment to its certificate of incorporation or bylaws except such as may be necessary to comply with the terms of this Agreement; (xvii) gained knowledge of any labor dispute or pending labor negotiation, assignmentor, to the knowledge of the Company and the Seller, any event that is expected to cause or to give rise to any such labor dispute or negotiation, or grant any activity or proceeding by a labor union or representative thereof to organize any employees of the Company, which employees, to the knowledge of the Company and the Seller, are not currently, and were not at the Interim Balance Sheet Date, members of any license labor union or sublicense of subject to a collective bargaining agreement, or any material rights under lockout, strike, slowdown, work stoppage or threat thereof by or with respect to any Sold Intellectual Propertysuch employees; (gxviii) made any material damage loan, advance or destructioncapital contributions to or investment in any Person, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than except in the ordinary course of business consistent with past practice;; or (nxix) a Seller’s entry into any new employment contract with any Employee agreed or any new Employee Plan committed, whether in writing or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan tootherwise, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsactions specified in this Section 2.8(b).

Absence of Certain Changes, Events and Conditions. Since December 31the Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course Ordinary Course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredbeen any: (a) a material change in any to the Sellers’ methods of accounting Knowledge, event, occurrence or accounting practicesdevelopment that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) entry into any Contract that would constitute a Seller’s entry intoMaterial Contract, or other than in the modification or termination of, any Sold Contract involving aggregate consideration in excess Ordinary Course of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeBusiness; (c) capital expenditures incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assetsof the Purchased Assets shown or reflected in the Balance Sheet, except for (i) the sale of inventory Inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (e) cancellation, (ii) the collection amendment, termination or waiver of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any rights constituting Purchased Assets; (f) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty Assets or Intellectual Property Agreements; (g) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the acceleration, termination, material modification to, to or cancellation of any material Assigned Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets; (j) (i) increase in any labor disputewages, labor organizing activitysalary, strikeseverance, work stoppage, slowdown, lockout, boycott pension or other similar adverse compensation or benefits in respect of any current or former employees, officers, directors, managers, independent contractors or consultants of the Business, other than in the Ordinary Course of Business, as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee actionof the Business or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, consultant or independent contractor of the Business; (k) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any material adverse change current or former employee, officer, director or manager (other than with respect to those persons set forth on Section 6.05(c) of the Disclosure Schedules, or the termination of employees in a Seller’s business relationship the Ordinary Course of Business), (ii) any Material Contract with any independent contractor or consultant of the Business, (iii) Benefit Plan, or (iv) Collective Bargaining Agreement or other agreement with a customer Union, in each case whether written or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)oral; (l) any cancellation or compromise adoption of any debt plan of merger, consolidation, reorganization, liquidation or claim related dissolution or filing of a petition in bankruptcy under any waiver provisions of federal or release state bankruptcy Law or consent to the filing of any right of substantial value, in the aggregate, in excess of $100,000bankruptcy petition against it under any similar Law; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $100,000 100,000, individually (in the case of a lease, per annum) or $250,000 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 and Inventory or supplies or the performance of capital projects in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (rn) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or, to the Sellers’ Knowledge, any action or omission that would reasonably be expected to result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by this Agreement, 2013or as set forth in Section 2.16 of the Disclosure Schedules, Sellers have since January 1, 2016, through the Closing Date, Seller has operated the Specialty Plastics Business Company in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05respects, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics BusinessCompany, there has not occurredany: (a) Event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee Incurrence of any Liabilitiesindebtedness for borrowed money in connection with the Company, except unsecured current Liabilities customary trade payables and obligations incurred in the ordinary course of business consistent with past practicebusiness; (c) Sale or other disposition of the Shares; (d) Capital expenditures which would constitute an Assumed Liability; (e) Material change in any method of accounting or accounting practice for the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Company; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition Imposition of any Encumbrance upon any of Sold Assetsthe Shares; (jg) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change Increase in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise the compensation of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeeEmployees, other than as provided for in any written agreements or in the ordinary course of business consistent with past practicebusiness; (nh) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any Any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officermanagers, officers or employeeemployees of the Company; (pi) Adoption of any other transactionplan of merger, event consolidation, reorganization, liquidation or condition that has had dissolution or is reasonably likely filing of a petition in bankruptcy under any provisions of federal, state, or provincial bankruptcy Law or consent to have a Material Adverse Effectthe filing of any bankruptcy petition against it under any similar Law; (qj) Any damage, destruction or loss not covered by insurance materially and adversely affecting the assets, properties, financial condition or business of the Company; (k) Any waiver by the Company of a Sellervaluable right or of a material debt owed to it; (l) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s purchasecapital stock, leaseor any direct or indirect redemption, purchase or other acquisition of any of such capital stock by the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies Company other than in the ordinary course of business consistent with past practice; (r) business; or any agreement or commitment or obligation on by the part of Seller Company to take do any of the foregoing actionsthings set forth above in this Section 2.16.

Absence of Certain Changes, Events and Conditions. Since December 31the Interim Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to Sellers or the Specialty Plastics Business, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry intoevent, occurrence, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumptiondevelopment that has had, or guarantee of any Liabilitieswould reasonably be expected to have, except unsecured current Liabilities incurred individually or in the aggregate, a Material Adverse Effect, without regard to whether it was in the ordinary course of business consistent with past practice; (b) material change in any method of accounting or accounting practice of any Seller, except as required or permitted by GAAP and disclosed to Buyer; (c) change in any Seller’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, customer loan underwriting (other than changes made in accordance with Section 5.01(i)) inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Contract; (e) the incurrence, assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations; (f) transfer, assignment, sale sale, or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practiceaccounts receivable, whether current, delinquent or charged-off, or (ii) the collection other material assets of Accounts Receivable Sellers shown or reflected in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Balance Sheet; (fg) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty used exclusively in the Business; (gh) any material damage or damage, destruction, or loss (whether or not covered by insurance) to any Seller’s property, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use except as would not reasonably be likely in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesaggregate to have a Material Adverse Effect; (hi) the acceleration, termination, material modification to, or cancellation of any material Material Contract to which any Seller is a party or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor disputeby which it is bound, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is except as would not reasonably be likely to have a Material Adverse Effect; (qj) a any material capital expenditures; (k) imposition of any Encumbrance (other than Permitted Encumbrances) upon any Seller’s properties, ownership interests, or assets, tangible or intangible; (l) grant of any bonus, severance pay, change in control pay, general wage or salary increases in respect of Employees, other than as provided for in any written agreements previously provided to Buyer; (m) entry into or termination of any employment agreement or collective bargaining agreement, written or oral, or modification of the terms of any such existing agreement; (n) entry into a new line of business or abandonment or discontinuance of existing lines of business; (o) 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; (p) purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in for an amount in excess of $100,000 25,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term); (q) acquisition by merger or consolidation with, except for purchases or by purchase of inventory and supplies in a substantial portion of the ordinary course of assets or stock of, or by any other manner, any business consistent with past practiceor any Person or any division thereof; (r) adoption, amendment, modification, or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any Seller’s managers, officers, Employees, consultants, independent contractors, or obligation on the part of Seller other service providers (or any such action taken with respect to take any other Benefit Plan); or (s) any Contract to do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 2.8 of the Seller Disclosure Schedule, since from December 31, 2013 2020, until the date of this Agreement, the Acquired Business has operated in the Ordinary Course of Business. From the Balance Sheet Date there has not been, with respect to the Specialty Plastics Acquired Business, there has not occurred: any: (a) event, occurrence or development that has had or would reasonably be expected to have a material change in any Sellers’ methods of accounting or accounting practices; Material Adverse Effect; (b) a Seller’s entry into, or amendment of the modification or termination of, Organizational Documents of any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; Acquired Company; (c) capital expenditures split, combination or reclassification of any Equity Interests in an aggregate amount exceeding $100,000; any Acquired Company; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assets, except for (i) the sale of inventory Equity Interests in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignmentany Acquired Company, or grant of any license options, warrants or sublicense other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity Interests in any Acquired Company; (e) declaration or payment of any material rights under dividends or with distributions on or in respect to of any Sold Intellectual Property; Equity Interests in any Acquired Company or redemption, purchase or acquisition of any Equity Interests in any Acquired Company; (f) change in any method of accounting, Tax election or accounting practice of the Acquired Business, except as required by GAAP or applicable Law; (g) incurrence, assumption or guarantee of any material damage or destructionIndebtedness in an aggregate amount exceeding $50,000, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use except unsecured current obligations and liabilities incurred in the Specialty Plastics Ordinary Course of Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; ; (h) the terminationpurchase, material modification tolease, sale or other disposition of, or cancellation imposition of any material Contract Encumbrance upon, any of the assets shown or Permit;reflected on the Balance Sheet, except in the Ordinary Course of Business; (i) (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate compensation of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeeits Employees, other than (x) as provided for in any written agreements dated prior to the date hereof and made available to Buyer or (y) in the ordinary course Ordinary Course of business consistent with past practice; Business, (nii) a Seller’s entry entrance into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness termination of any loan toemployment agreement or collective bargaining agreement, written or oral, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition modification of the right to own, use, or lease any property or assets in an amount in excess terms of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions.any

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.05 of the Disclosure Schedules, since December 31the Balance Sheet Date, 2013 until the date of this Agreement, with respect to Company and the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred Related Entities have operated in the ordinary course of business consistent in all material respects and there has not been, with past practicerespect to the Company or the Related Entities, any: (a) material amendment of its organizational or governance documents; (eb) the transfersplit, assignmentcombination or reclassification of any of its equity interests; (c) issuance, sale or other disposition of any assetsof 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; (d) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of its equity interests; (e) material change in any method of accounting or accounting practice of the Company or the Related Entities, except for as required by GAAP or applicable Law or as disclosed in the notes to the 2010 and 2011 Audited Financial Statements; (if) waiver, release, assignment, cancellation, compromise or settlement of any material Action, or waiver or release of any material rights of the sale Company or the Related Entities (other than write-offs of inventory accounts receivable in the ordinary course of business consistent business); (g) material Contract, or material amendment or modification of any existing Contract, in each case, with past practice, any Affiliate (ii) excluding transactions among the collection of Accounts Receivable Company and the Related Entities in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transferbusiness), assignmentofficer, director or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations employee of the Specialty Plastics Business, Company or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the FacilitiesRelated Entities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent business, the execution, renewal, amendment, termination or waiver of compliance with past practicethe terms of, or breach or assignment of any Material Contract or Lease; (ni) a Seller’s entry into incurrence, assumption or guarantee of any new employment contract with any Employee or any new Employee Plan or any material change indebtedness for borrowed money in any Employee Planan aggregate amount exceeding $500,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (oj) any loan to sale or forgiveness other disposition of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, assets shown or lease any property or assets in an amount in excess of $100,000 in reflected on the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)Financial Statements, except for purchases of inventory and supplies in the ordinary course of business consistent with past practiceand except for any assets having an aggregate value of less than $500,000; (rk) expenditure, or commitment therefor, in excess of $500,000 in the aggregate; (l) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any commitment other manner, any business or obligation on any Person or any division thereof for consideration in excess of $500,000 in the part aggregate; (m) adoption of Seller 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 take the filing of any bankruptcy petition against it under any similar Law; (n) change of any material Tax election; settlement or compromise of any material claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period; adoption or change in any material method of Tax accounting; filing of any amended Tax Return; new or amended Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (o) Contract to which the Company or any of the foregoing actionsRelated Entities is a party to do any of the foregoing; (p) material adverse change to, or loss of, any Entitlements; or (q) Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by this Agreement, 2013from the Interim Balance Sheet Date until the date of this Agreement, Sellers have Seller has operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice;any: (na) a Seller’s entry into any new employment contract with any Employee event, occurrence or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition development that has had or is reasonably likely to have a Material Adverse Effect; (qb) a Seller’s purchase, lease, or other acquisition incurrence of any indebtedness for borrowed money in connection with the right to own, use, or lease any property or assets Business in an aggregate amount in excess of exceeding $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)25,000, except for purchases of inventory unsecured current obligations and supplies liabilities incurred in the ordinary course of business consistent with past practicebusiness; (rc) any commitment sale or obligation on the part other disposition of Seller to take any of the foregoing actionsPurchased Assets shown or reflected in the Interim Balance Sheet; (d) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (e) imposition of any Encumbrance upon any of the Purchased Assets; (f) increase in the compensation of any employees, other than as provided for in any written agreements or in the ordinary course of business; (g) adoption, termination, amendment or modification of any employee benefit plan; (h) 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; or (i) any 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 December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in the Disclosure Schedules, since December 31June 30, 2013 until the date of this Agreement2016, with respect regard to the Specialty Plastics Business, Business (excluding the Excluded Assets and the Excluded Liabilities) there has not occurredbeen any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intomaterial change in any method of accounting or accounting practice for the Business, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeexcept as required by GAAP; (c) capital expenditures in an aggregate amount exceeding $100,000entry into any Material Contract; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assetsof the Purchased Assets other than in the Ordinary Course of Business, except for (i) the sale of inventory Natural Gas Inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness, and (ii) pursuant to Purchase of Receivables Agreements; (e) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets outside the collection Ordinary Course of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Business; (f) transferacceleration, assignmenttermination, material modification to or grant cancellation of any license Material Contract, other than the termination or sublicense cancellation of any material rights under or Material Contract in accordance with respect to any Sold Intellectual Propertyits terms and in the Ordinary Course of Business; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, other than pursuant to a Purchase of Receivables Agreement; {W5940181.1} (h) Except as set forth on Section 4.05(h) of the Disclosure Schedules, (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 any Business Employee, other than (A) periodic increases in compensation made in the Ordinary Course of Business, (B) as provided for in any written agreements or (C) required by applicable Law, (ii) change in the terms of employment for any employee of the Business, other than periodic increases in compensation made in the Ordinary Course of Business, or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, consultant or independent contractor of the Business; (i) Except as set forth in Section 4.05(i) of the Disclosure Schedules (or in a side letter delivered by the Sellers on the date hereof), adoption, modification or termination of any employment, severance, retention or other agreement with any Business Employee, whether written or oral; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any director, officer, or employeeBusiness Employee; (pk) except as set forth in Section 4.05(k) of the Disclosure Schedule, adoption of any other transactionplan of merger, event consolidation, reorganization, liquidation or condition that has had dissolution or is reasonably likely filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to have a Material Adverse Effect;the filing of any bankruptcy petition against it under any similar Law; or (ql) a Seller’s except as set forth in Section 4.05(l) of the Disclosure Schedule, purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $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 and Natural Gas Inventory or supplies in the ordinary course Ordinary Course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsBusiness.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or the Financial Model or as set forth on Schedule 5.05Section 4.05 of the Disclosure Schedules, since December 31the Most Recent Balance Sheet Date, 2013 until Seller has operated the date Business in the Ordinary Course of this AgreementBusiness in all material respects and there has not been, with respect to the Specialty Plastics Business, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, or incurrence of any indebtedness for borrowed money in connection with the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 Business which cannot Buyer will be cancelled without penalty or without more than 60 days’ noticeobligated under after the Closing; (c) capital expenditures sale, lease, assignment or other disposition of any of the Purchased Assets, except in the Ordinary Course of Business and except for any Purchased Assets having an aggregate amount exceeding value of less than $100,000250,000; (d) the incurrence, assumption, or guarantee cancellation of any Liabilitiesdebts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except unsecured current Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (e) the transfer, assignment, sale or other disposition of any assetscapital expenditures which would constitute an Assumed Liability, except for (i) the sale of inventory in the ordinary course Ordinary Course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Business; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, except for Permitted Encumbrances; (g) increase in the compensation of any Employees, other than as provided for in any written agreements or in the Ordinary Course of Business; (h) adoption, termination, amendment or modification of any Benefit Plan (except for Benefit Plans retained by Seller under Section 6.05 or as may be required under or in connection with changes in applicable Law), the effect of which in the aggregate would increase the obligations of Seller by more than fifteen percent (15%) of its existing annual obligations to such plans; (i) 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; (j) any labor disputepurchase, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott lease or other similar adverse employee actionacquisition of any property or asset that constitutes a Purchased Asset for an amount in excess of $50,000, except in the Ordinary Course of Business; (k) any material adverse change write-off as uncollectible any notes or accounts receivable, except write-offs in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b);the Ordinary Course of Business; or (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of agreement by Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as set forth in Schedule 3.5, 2013since January 1, Sellers have operated the Specialty Plastics Business 2021, and other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessSeller, there has not occurredany: (a) a. event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, b. termination of any Contract with any Customer for the provision of payroll services or the modification license of a Covered Product or termination of, receipt of notice from any Sold Customer that it intends to terminate its Contract involving aggregate consideration in excess or relationship with Seller for the provision of $100,000 which cannot be cancelled without penalty payroll services or without more than 60 days’ noticethe license of a Covered Product; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the c. incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (e) the d. transfer, assignment, license, sale or other disposition of any assets, except for (i) of the sale Purchased Assets or cancellation of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (f) e. transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Seller Intellectual Property;Property or Seller IP Agreements. f. material damage, destruction or loss (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesto its property; (h) the g. acceleration, termination, material modification to, to or cancellation of any material Assumed Contract to which Seller is a party or Permitby which it is bound; (i) the h. imposition of any Encumbrance upon any of Sold AssetsSeller’s properties, stock or assets, tangible or intangible; (ji) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse employee action; (k) any material adverse change compensation or benefits in a Seller’s business relationship with a customer respect of its current or supplier identified in Schedule 5.16(a) former employees, officers, governors, directors, independent contractors or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeeconsultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the ordinary course terms of business consistent with past practice; (n) a Seller’s entry into employment for any new employment contract with any Employee employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness termination of any loan toemployees for which the aggregate costs and expenses exceed $5,000, or entry into (iii) action to accelerate the vesting or payment of any other transaction with, compensation or benefit for any directorcurrent or former employee, officer, governor, director, independent contractor or employeeconsultant; j. adoption, modification or termination of any: (pi) employment, severance, retention or other agreement with any current or former employee, officer, governor, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other transactionagreement with a Union, event in each case whether written or condition that has had or is reasonably likely to have a Material Adverse Effectoral; (q) k. adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a Seller’s 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; l. purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in for an amount in excess of $100,000 10,000, individually (in the case of a lease, per annum) or $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 or purchases of inventory and or supplies in the ordinary course of business consistent with past practice;; or (r) m. any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 4.05 of the Disclosure Schedules, since December 31from January 1, 2013 2018, until the date of this Agreement, with respect to Seller has operated the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable Business in the ordinary course of business consistent with past practice in all material respects and (iii) other dispositions of assets there has not been, with respect to the Business, any event or circumstance that, individually or in the ordinary course aggregate, has had or is reasonably expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of business consistent with past practice which the Disclosure Schedules or as would not, individually or in the aggregate did aggregate, be expected to be material to the Business taken as a whole, since January 1, 2018, until the date of this Agreement there has not have a fair market value been, in each case solely with respect to the Business unless indicated otherwise: (a) any theft, damage, destruction or casualty loss in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect 10,000 in the aggregate to any Sold Intellectual Property; (g) any material damage or destructionthe 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 any 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 assetsPurchased Assets, propertiesthe Assumed Liabilities or the Business; (g) any write up, write down or operations write off of the Specialty Plastics Businessbook value of any Purchased Assets, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesexcept as consistent with past practices; (h) the termination, material modification to, any amendment or cancellation termination of any material Contract or PermitAssigned Contracts, except in the ordinary course of business; (i) any action to terminate or modify, or permit the imposition lapse or termination of, the present insurance policies and coverage of any Encumbrance upon any of Sold Seller relating to or applicable to the Business or the Purchased Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott abandonment of or other similar adverse employee actionfailure 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 adverse change in a Seller’s business relationship with a customer amendment to or supplier identified in Schedule 5.16(a) termination of any existing Benefit Plan or Schedule 5.16(b)adoption of any new Benefit Plan; (l) any cancellation grant or compromise commitment to grant any retention, severance or termination payment to any current or former employee or consultant of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000Business; (m) an increase any other material change in employment terms for any employees of the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practiceBusiness; (n) a Seller’s entry into any new employment contract with any Employee claim or any new Employee Plan lawsuit initiated or any material change settled for an amount involving in any Employee Planexcess of $25,000 in the aggregate or involving equitable or injunctive relief; (o) any loan to or forgiveness a grant of any loan to, or entry into performance guarantee to any other transaction with, any director, officer, or employeecustomer of the Business; (p) any other transaction, event failure to comply in all material respects with all Laws applicable to the conduct of the Business or condition that has had or is reasonably likely to have a Material Adverse Effectthe ownership and use of the Purchased Assets; (q) a Seller’s purchasewith respect to the Business, leasethe Acquired Assets or the Assumed Liabilities: (i) any material Tax election or change in any Tax election, (ii) any change of any annual Tax accounting period or other acquisition any change of the right to own, use, or lease any property or assets in an amount in excess method of $100,000 in the aggregate Tax accounting (in the case of a lease, for the entire term of the lease, not including any option termexcept as required by Law), except (iii) any amended Tax Return or any claim for purchases Tax refunds, (iv) any entry into any closing agreement relating to Taxes or (v) any settlement of inventory and supplies in the ordinary course of business consistent with past practiceany Tax claim, audit or assessment; (r) any action that would subject the Business to regulation under HIPAA; and (s) any agreement or commitment or obligation on the part of Seller to take do any of the foregoing actionsthings described in the preceding clauses of this Section 4.05.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132016, Sellers have operated the Specialty Plastics Business has been conducted by the Engaged Entities in the usual Ordinary Course, and ordinary course of business there has not been any change, event, development, circumstance or effect that has had or would be reasonably be expected to have, individually or in all material respects consistent with past practicethe aggregate, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since Since December 31, 2013 until 2016, the date of this Agreement, with respect to the Specialty Plastics Business, there has Engaged Entities have not occurreddirectly or indirectly: (a) a material change in incurred any Sellers’ methods of accounting Indebtedness or accounting practicesgranted, created, assumed or otherwise incurred any Lien (other than Permitted Liens) on the Business or any Additional Assets; (b) a Seller’s entry intosold, transferred, assigned, leased, licensed or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee otherwise disposed of any Liabilities, except unsecured current Liabilities incurred in assets of the ordinary course of business consistent Business with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,00010,000; (c) paid, discharged, settled, compromised or satisfied or agreed to pay, discharge, settle, compromise or satisfy, any Action relating to the Business other than solely for monetary damages not greater than $10,000 in the Ordinary Course; (d) entered into any new material line of business other than the Business or materially altered or varied its methods and policies of conducting the Business; (e) except as required by Law, made any material change in accounting or billing; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect failed to any Sold Intellectual Propertymake capital expenditures in the Ordinary Course; (g) terminated, suspended, amended or modified in any material damage or destructionrespect, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) increased the imposition compensation of any Encumbrance upon Employees, except pursuant to the terms of written agreements or Employee Plans currently in effect and listed on Schedule 2.19, (ii) paid or agreed to pay or increase any pension, retirement allowance, bonus, severance or other compensation or employee benefit not already required or provided for under any existing plan, agreement or arrangement to any Employee, or (iii) except as required by applicable Law, entered into, amended, modified, terminated or waived any material rights under any such plan, agreement or arrangement; (i) terminated, except for cause, or engaged any Person who is or would be an employee of Sold Assetsthe Business; (j) adopted any labor disputeplan of merger, labor organizing activityconsolidation, strikereorganization, work stoppage, slowdown, lockout, boycott liquidation or other dissolution or filing of a petition in bankruptcy under any provisions of federal or state or foreign bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar adverse employee actionLaw; (k) any material adverse change in a Seller’s business relationship materially changed cash management practices and policies, practices and procedures with a customer respect to collection, accrual or supplier identified in Schedule 5.16(a) payment of accounts receivable or Schedule 5.16(b);accounts payable or establishing of reserves for uncollectible accounts receivable; or (l) any cancellation agreed or compromise of any debt committed, whether in writing or claim related or any waiver or release of any right of substantial valueotherwise, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132005, Sellers have operated the Specialty Plastics Business except as otherwise provided in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly or contemplated by this Agreement or as set forth on Schedule 5.052.12, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Seller has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any Purchased Assets, other than the sale of obsolete Equipment; (nb) a Seller’s entry into permitted any new employment contract with of the Purchased Assets to be subjected to any Employee or any new Employee Plan or any material change in any Employee PlanEncumbrance; (oc) made any loan changes, including changes to or forgiveness collection practices, to be made in the operations of any loan to, or entry into any other transaction with, any director, officer, or employeethe Seller; (pd) made any other transaction, event or condition that has had or is reasonably likely commitments for the Seller to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount make capital expenditures in excess of $100,000 20,000 individually or in the aggregate aggregate; (in the case of a lease, for the entire term e) made any amendment of the leasearticles of incorporation or bylaws of the Seller; (f) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Seller or any third parties that is material to the Seller or that will continue in effect after the Closing Date and not including any option term), except for purchases be terminable by the Seller on not more than 30 days’ written notice without payment of inventory and supplies premium or penalty; (g) other than in the ordinary course of business consistent with past practice, entered into any new Material Contract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (i) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (j) declared, set aside or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (l) other than in the ordinary course of business consistent with past practice, granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (n) suffered any casualty loss or damage with respect to any assets, whether or not covered by insurance; (o) incurred or guaranteed any indebtedness for borrowed money other than indebtedness repaid at or prior to the Closing or indebtedness that will constitute Excluded Liabilities; (p) other than in the ordinary course of business consistent with past practice, deferred the payment of any accounts payable; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (r) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material adverse change in the condition, financial or otherwise, business, assets or rights of the Seller; (t) conducted the Business outside of the ordinary and usual course consistent with past practice; (u) compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action, Indebtedness or any other claims or rights; or (v) entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31January 1, 20132021, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more other than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection consummation of Accounts Receivable in this Agreement and the ordinary course of business consistent with past practice Ancillary Documents and (iii) other dispositions of assets as may 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 been any, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the ordinary course aggregate, a Material Adverse Effect; (b) material change in any method of business consistent with past accounting or accounting practice which for the Business, except as required by GAAP or as disclosed in the aggregate did not have notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a fair market value Material Contract; (e) incurrence, assumption or guarantee of any indebtedness for borrowed money in excess of $100,000connection with the Business except unsecured current obligations and Liabilities; (f) transfer, assignment, sale or other disposition of any of the Transferred Assets; (g) cancellation or forgiveness of any debts or claims or amendment, termination or waiver of any rights relating to Transferred Assets; (h) transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Sold material Intellectual PropertyProperty Assets or Intellectual Property Agreements; (gi) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (j) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Transferred Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (hk) the acceleration, termination, material modification to, to or cancellation of any material Assigned Contract or PermitGovernmental Authorization; (il) the material capital expenditures which would constitute an Assumed Liability; (m) imposition of any Encumbrance upon any of Sold the Transferred Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a Seller’s entry into petition in bankruptcy under any new employment contract with provisions of federal or state bankruptcy Law or consent to the filing of any Employee or bankruptcy petition against it under any new Employee Plan or any material change in any Employee Plansimilar Law; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $100,000 25,000, individually (in the case of a lease, per annum) or $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 and supplies in the ordinary course of business consistent with past practice; (rp) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by the Agreement and the HU Transaction Documents, 2013from the Balance Sheet Date until the date of this Agreement, Sellers have the Seller has operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics BusinessSeller or AFT-Hungary, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intomaterial amendment of the charter or articles of organization, as the case may be, by-laws or limited liability company agreement or other organizational documents of Seller or AFT-Hungary, as the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticecase may be; (c) split, combination or reclassification of any shares of its capital expenditures stock of the Seller or ownership interests or other interest in an aggregate amount exceeding $100,000AFT-Hungary; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assetsof its capital stock or ownership interests, as the case may be, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or ownership interests, as the case may be; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or ownership interests, as the case may be, or redemption, purchase or acquisition of its capital stock or ownership interests, as the case may be; (f) material change in any method of accounting or accounting practice of the Seller or AFT-Hungary, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding Material Contract Value, except unsecured current obligations and liabilities incurred in the ordinary course of business; (ih) sale or other disposition of any of the sale of inventory assets shown or reflected on the Balance Sheet, except in the ordinary course of business consistent with past practiceand except for any assets having an aggregate value of less than Material Contract Value; (i) increase in the compensation of its Employees, (ii) the collection of Accounts Receivable other than as provided for in any written agreements or in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assetsbusiness; (j) adoption, amendment or modification of any labor disputeBenefit Plan, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee actionthe effect of which in the aggregate would increase the obligations of AFT-Hungary by more than five percent of its existing annual obligations to such plans; (k) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any material adverse change other manner, any business or any Person or any division thereof for consideration in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)excess of Material Contract Value; (l) any cancellation or compromise adoption of any debt plan of merger, consolidation, reorganization, liquidation or claim related dissolution or filing of a petition in bankruptcy under any waiver provisions of federal or release state bankruptcy Law or consent to the filing of any right of substantial value, in the aggregate, in excess of $100,000;bankruptcy petition against it under any similar Law; or (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable any agreement to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31the Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredbeen any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) entry into any Contract that would constitute a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeMaterial Contract; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, assumption or guarantee of any Liabilities, 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; (ed) the transfer, assignment, sale or other disposition of any assets, except for (i) of the sale of inventory Purchased Assets shown or reflected in the ordinary course Balance Sheet; (e) cancellation of business consistent with past practiceany debts or claims or amendment, (ii) the collection termination or waiver of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any rights constituting Purchased Assets; (f) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty Assets; (g) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the acceleration, termination, material modification to, to or cancellation of any material Assigned Contract or Permit; (i) the material capital expenditures which would constitute an Assumed Liability; (j) imposition of any Encumbrance upon any of Sold the Purchased Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) (i) grant of any material adverse bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in a Seller’s business relationship with a customer the terms of employment for any employee of the Business or supplier identified in Schedule 5.16(aany termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or Schedule 5.16(b)payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officer, officers or employeeemployees of the Business; (pm) 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; or (n) any other transaction, event or condition that has had or is reasonably likely Contract to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31To the knowledge of the Vendor, 2013except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, Sellers have operated the Specialty Plastics Business since January 1, 2019, other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessCorporation, there has not occurredany: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesadverse effect on the Corporation; (b) entry into any contract that would constitute a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeMaterial Contract; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ed) the transfer, assignment, sale or other disposition of any assets, except for (i) of the sale assets of inventory in the ordinary course Corporation or cancellation of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (fe) transfer, assignment, assignment or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Sold Intellectual PropertyProperty of the Corporation; (gf) any material damage damage, destruction or destruction, loss (whether or not covered by insurance) to its property; (g) acceleration, affecting termination, material modification to or cancellation of any Material Contract to which the assets, properties, Corporation is a party or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitieswhich it is bound; (h) the termination, material modification to, or cancellation of any material Contract or Permitcapital expenditures; (i) the imposition of any Encumbrance upon any of Sold Assetsthe Corporation’s properties, shares or assets, tangible or intangible; (ji) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse 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 actionor any termination of any employees for which the aggregate costs and expenses exceed $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 or consultant; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorof its shareholders or current or former directors, officer, or employeeofficers and employees; (pl) any other transaction, event entry into a new line of business or condition that has had abandonment or is reasonably likely to have a Material Adverse Effectdiscontinuance of existing lines of business; (qm) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in for an amount in excess of $100,000 10,000, individually (in the case of a lease, per annum) or $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 and or supplies in the ordinary course of business consistent with past practice;; or (rn) any authorization, agreement, or commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 3(n) of the Disclosure Schedule, or in the Most Recent Interim Financial Statements, since December 31the Most Recent Fiscal Year End, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Company has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practicecustom and practice (including with respect to quantity and frequency)(“Ordinary Course of Business”), sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any assets; (nii) a Seller’s entry borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the Ordinary Course of Business and liabilities under contracts entered into in the Ordinary Course of Business (excluding any new employment contract capital lease obligations); (iii) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the Ordinary Course of Business; (iv) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock or other equity securities or purchased or redeemed any Employee shares of its capital stock or other equity securities (including, without limitation, any new Employee Plan warrants, options or other rights to acquire its capital stock or other equity securities); (v) sold, assigned or transferred any material intellectual property rights or disclosed any proprietary confidential information to any Person; (vi) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, 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 officers or employees; (vii) made any material change in any Employee Planmethod of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (oviii) suffered any loan casualty loss or damage with respect to any assets, whether or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employeenot covered by insurance; (pix) experienced any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse EffectChange; (qx) a Seller’s purchase, lease, or other acquisition conducted the businesses of the right to own, use, or lease any property or assets in an amount in excess of $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 Company and supplies its Subsidiaries outside in the ordinary and usual course of business consistent with past practice; (rxi) compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action (as defined below), Indebtedness (as defined below) or any other claims or rights; or (xii) entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or the MTA or as set forth on Schedule 5.05Section 3.03 of the Disclosure Schedule, since December 31, 2013 from the Balance Sheet Date until the date of this Agreement, with respect to Meizhou Seller has operated its portion of the Specialty Plastics Business, Transportation Products Business in the Ordinary Course of Business in all material respects and there has not occurredbeen any: (a) a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a amendment of the Organizational Documents of Meizhou Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000split, combination or reclassification of any equity interests of Meizhou Seller; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assetsof the equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the equity interests of Meizhou Seller; (e) material change in any method of accounting or accounting practice of Meizhou Seller, except for (i) the sale of inventory as required by GAAP or applicable Law or as disclosed in the ordinary course of business consistent with past practice, (ii) notes to the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Financial Statements; (f) transferincurrence, assignment, assumption or grant guarantee by Meizhou Seller of any license Indebtedness in an aggregate amount exceeding $100,000 (or sublicense of the equivalent amount in HKD), except borrowings under existing credit facilities set forth in the Disclosure Schedule and any material rights under or with respect to any Sold Intellectual PropertyIndebtedness which constitutes Closing Indebtedness; (g) any material damage obligation or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use liability with respect to capital expenditures that require amounts greater than $250,000 in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of aggregate to be expended after the FacilitiesHong Kong Closing Date; (h) the terminationloans, material modification advances or capital contributions to, or cancellation of investments in, any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeePerson, other than in the ordinary course of business consistent with past practiceand having an aggregate value of less than $100,000; (ni) acquisition by merger or consolidation with, or by purchase of a Seller’s entry into substantial portion of the assets or stock of, or by any new employment contract with other manner, any Employee business or any new Employee Plan Person or any material change in any Employee Plandivision thereof by Meizhou Seller; (oj) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchasesale, lease, license, encumbrance (other than those arising by operation of law), transfer or other acquisition disposition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsassets shown or reflected on the Interim Balance Sheet, except sales of inventory in the Ordinary Course of Business and except for assets having an aggregate value of less than $100,000 during such period of time; or (k) agreement by Meizhou Seller to do any of the foregoing, or any action or omission by Meizhou Seller that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as set forth in Schedule 3.5, 2013since January 1, Sellers have operated the Specialty Plastics Business 2021, and other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessSeller, there has not occurredany: (a) a. event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, b. termination of any Contract with any Current Customer for the provision of payroll services or the modification license of a Covered Product or termination of, receipt of notice from any Sold Current Customer that it intends to terminate a Contract involving aggregate consideration in excess or relationship with Seller for the provision of $100,000 which cannot be cancelled without penalty payroll services or without more than 60 days’ noticethe license of a Covered Product; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the c. incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (e) the d. transfer, assignment, license, sale or other disposition of any assets, except for (i) of the sale Purchased Assets or cancellation of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (f) e. transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Seller Intellectual Property;Property or Seller IP Agreements. f. material damage, destruction or loss (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesto its property; (h) the g. acceleration, termination, material modification to, to or cancellation of any material Assumed Contract to which Seller is a party or Permitby which it is bound; (i) the h. imposition of any Encumbrance upon any of Sold AssetsSeller’s properties, stock or assets, tangible or intangible; (ji) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse employee action; (k) any material adverse change compensation or benefits in a Seller’s business relationship with a customer respect of its current or supplier identified in Schedule 5.16(a) former employees, officers, governors, directors, independent contractors or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeeconsultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the ordinary course terms of business consistent with past practice; (n) a Seller’s entry into employment for any new employment contract with any Employee employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness termination of any loan toemployees for which the aggregate costs and expenses exceed $5,000, or entry into (iii) action to accelerate the vesting or payment of any other transaction with, compensation or benefit for any directorcurrent or former employee, officer, governor, director, independent contractor or employeeconsultant; j. adoption, modification or termination of any: (pi) employment, severance, retention or other agreement with any current or former employee, officer, governor, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other transactionagreement with a Union, event in each case whether written or condition that has had or is reasonably likely to have a Material Adverse Effectoral; (q) k. adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a Seller’s 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; l. purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in for an amount in excess of $100,000 10,000, individually (in the case of a lease, per annum) or $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 or purchases of inventory and or supplies in the ordinary course of business consistent with past practice;; or (r) m. any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.05 of the Seller Disclosure Schedules, since December 31from June 30, 2013 until 2016 to the date of this Agreementhereof, with respect to Seller has operated the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred Business in the ordinary course of business consistent with past practice; in all material respects and there has not been (ea) the transferany sale, assignment, sale transfer or other disposition of any assetsproperty or asset relating to the Business having a value in excess of $100,000 or any relocation of any such property or asset from the Seller Facilities to any other location, except for other than (i) the sale of inventory any Excluded Assets or (ii) any Inventory sold to third parties in the ordinary course of business consistent business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with past practicerespect to any material property or asset relating to the Business, other than any Excluded Assets; (iic) any substantial damage, destruction or loss or casualty loss (whether or not insured against) affecting any property or asset relating to the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have Business having a fair market value in excess of $100,000; , 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) transfer, assignment, any transfer or grant relocation of any license employees whose services were performed primarily or sublicense of any material rights under exclusively in connection with the Business to other facilities or with respect to any Sold Intellectual Property; sites operated by Seller or its Affiliates; or (g) any material damage increase in the compensation paid or destructionpayable, whether pursuant to a Benefit Plan or not covered by insuranceotherwise, affecting the assets, properties, or operations to any of the Specialty Plastics BusinessBusiness Employees, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensationany payment or commitment, commission, bonus or other direct or indirect remuneration payable whether pursuant to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Benefit Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case of a leaseotherwise, for the entire term payment of the leaseany bonus, not including additional compensation, service award, welfare, pension, retirement, termination or severance benefit to any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsBusiness Employee.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 3.24 of the Disclosure Schedule, since December 31June 30, 2013 until 2017, as of the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice hereof and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice;, there has not been, with respect to the Company, any: (na) a Seller’s entry into any new employment contract with any Employee event, occurrence or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan todevelopment that has had, or entry into any other transaction withcould reasonably be expected to have, any directorindividually or in the aggregate, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qb) a Seller’s purchase, leasematerial change in any method of accounting or accounting practice of the Company, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $100,000 as disclosed 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 and supplies in the ordinary course of business consistent with past practiceFinancial Reports; (rc) acceptance of customer deposits; (d) entry, modification or termination of any Contract that would constitute a Material Contract; (e) transfer, assignment, sale or other disposition of any of material assets shown or reflected in the Financial Reports, except in connection with the Transaction and as agreed between Sellers and Purchaser; (f) material damage, destruction or loss (whether or not covered by insurance) to the Transferred Assets or any material asset of either of the Companies; (g) making or deferring of any material capital expenditures; (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 or directors, other than as provided for in any written agreements or required by Applicable Law or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer or director, except, in either case, in connection with the Transaction and as agreed between Sellers and Purchaser; (i) adoption, modification or termination of any: (A) employment, severance, retention or change in control agreement with any current or former employee, officer, director, independent contractor or consultant, (B) Plans or (C) collective bargaining or other agreement with a Union, in each case whether written or oral; or (j) any commitment agreement or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31To the Company's Knowledge, 2013since June 30, Sellers have operated the Specialty Plastics Business 1998, except as otherwise provided in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly or contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until disclosed in Section 3.7 of the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredDisclosure Schedule: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practicepractice neither the Company nor Gannett has sold, transferred, leased, subleased, licensed or otherwise disposed of any material assets used in the Business, other than the sale of obsolete Equipment; (ni) a Seller’s entry into neither the Company nor Gannett has granted any new employment contract with increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the Business Employees, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or (ii) established, increased or accelerated the payment or vesting of any new benefits under any Employee Benefit Plan or with respect to Business Employees, (c) neither the Company nor Gannett has made any material change in any Employee Planmethod of accounting or accounting practice or policy used by Gannett or the Company with respect to the Stations, other than changes required by Law or under GAAP; (od) neither the Company nor Gannett has suffered any loan extraordinary casualty loss or damage with respect to any material assets used in the Business, whether or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employeenot covered by insurance; (pe) there has not been any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qf) a Seller’s purchaseexcept in connection with the transactions contemplated hereby, lease, or other acquisition of the right to own, use, or lease any property or assets Business has been conducted in an amount in excess of $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 and supplies all material respects only in the ordinary and usual course of business consistent with past practice; (rg) neither the Company nor Gannett has created, incurred, assumed or guaranteed any Indebtedness, except for net borrowings under existing lines of credit; (h) other than in the ordinary course of 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 (i) neither the Company nor Gannett has entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. (a) Since December 31the Financial Statement Date, 2013, Sellers have operated the Specialty Plastics Company has conducted its Business in the usual ordinary course. (b) Since the Financial Statement Date, the Company has not suffered any Material Adverse Effect, and ordinary course there has not been any change, condition, event or development that has had a Material Adverse Effect. Without limiting the generality of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or the foregoing, except as set forth on Schedule 5.053.07, since December 31, 2013 until and through the date of this Agreementhereof, with respect to the Specialty Plastics Business, there Company has not occurrednot: (ai) a suffered any material loss, or material interruption in use, of any asset or property (whether or not covered by insurance), on account of fire, flood, riot, strike or act of God; (ii) sold or transferred any material portion of its assets or any material portion of the interests in such portion, except in the ordinary course of business; (iii) made any material change in any Sellers’ methods the nature of accounting its business or accounting practicesoperations; (biv) a Seller’s entry into, made any capital expenditure or the modification or termination of, any Sold Contract involving aggregate consideration capital commitment in excess of $25,000 in any individual case or $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticein the aggregate; (cv) capital expenditures in an aggregate amount exceeding $100,000amended or changed the Company’s Charter Documents; (dvi) the incurrencecreated, assumption, incurred or guarantee of assumed any Liabilities, Indebtedness or guaranteed any such Indebtedness except unsecured current Liabilities trade accounts payable incurred in the ordinary course of business consistent with past practices; (vii) changed any accounting method, principle or practice; (eviii) the transferdeclared, assignment, sale set aside or paid any dividend or other disposition distribution with respect to any shares of capital stock or other ownership interests or repurchased or redeemed or committed to repurchase or redeem any assets, except for (i) the sale shares of inventory capital stock or other ownership interests other than in the ordinary course of business consistent with past practicepractices; (ix) released, compromised or canceled any debts owed to it or claims against others exceeding $25,000 individually for any one such debt or claim or $100,000 in the aggregate for all such debts or claims; (iix) the collection delayed or postponed payment of Accounts Receivable in accounts payable or other Liabilities outside the ordinary course of business consistent with past practice and (iii) other dispositions practices or obtained or attempted to obtain payment of assets in any notes or accounts receivable owed to it prior to the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000due date thereof; (fxi) transferentered into or modified any Contract with any of its directors, assignmentofficers, employees, stockholders or grant of affiliates; (xii) created any license or sublicense of any material rights under or Encumbrances, other than Permitted Encumbrances, with respect to any Sold Intellectual Propertyof its properties or assets; (gxiii) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, changed the employment terms of, paid any bonus to, increased any salary or wages for or entered into any employment Contract with, any Person, or instituted any employee welfare, bonus, stock option, profit-sharing, retirement or similar plan or arrangement with, any of its directors, officers or employees; (nxiv) merged into, consolidated with, or sold a Seller’s entry into substantial part of its assets to any new employment contract other Person, or permitted any other Person to be merged or consolidated with any Employee or any new Employee Plan or any material change in any Employee Planit; (oxv) any loan to or forgiveness of any loan to, or entry entered into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller Contract to take any of the foregoing actionsactions referred to in clauses (i) through (xiv); or (xvi) amended any material Tax Return, settled any audit, claim or investigation related to Taxes or changed or made any material Tax election.

Absence of Certain Changes, Events and Conditions. Since December 31Except as set forth on Section 3.07 of the Disclosure Schedule, 2013since the Balance Sheet Date, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course Ordinary Course of business in all material respects Business consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessCompany, there has not occurredany: (a) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a material change Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers hereunder not being true and correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in any Sellers’ methods of accounting or accounting practicesSection 9.02 to be satisfied; (b) a Seller’s entry into, notice or other communication from any Person alleging that the modification consent of such Person is or termination of, any Sold Contract involving aggregate consideration may be required in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeconnection with the transactions contemplated by this Agreement; (c) capital expenditures in notice from an aggregate amount exceeding $100,000employee or officer of the Company that the individual intends to terminate his or her employment with the Company after the Closing Date; (d) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (e) amendment of the Governing Documents of the Company; (f) issuance of any new equity interests in, or reclassification of any existing equity interests in, the Company or issuance, sale or other disposition of any of equity 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 equity interests in the Company; (g) except for cash distributed to Sellers within the fifteen (15) days prior to the Closing Date, declaration or payment of any dividends or distributions by the Company on or in respect of any of any equity interests in the Company, or redemption, purchase or acquisition of any equity interests in the Company; (h) 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; (i) 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; (j) incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business Business consistent with past practice; (ek) the transfer, assignment, sale or other disposition of any assets, except for of the assets shown or reflected in the Balance Sheet (i) other than the sale of inventory in the ordinary course Ordinary Course of business Business consistent with past practice, (ii) the collection or cancellation of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (fl) transfer, assignment, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Sold Company Intellectual Property or Company IP Agreements, or 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 of any Trade Secrets included in the Company Intellectual Property; (gm) any material damage damage, destruction or destruction, loss (whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business) to its property; (n) capital investment in, or any real property used or held for use in the Specialty Plastics Businessloan to, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesother Person; (ho) the entry into any Contract that Sellers reasonably anticipate would constitute a Material Contract; (p) acceleration, termination, material modification to, rebidding, or cancellation of any material Material Contract, including, but not limited to, any notification to the Company that any Material Customer or managed service provider intends to seek bids for any existing Material Contract or Permitin relation to any existing work performed by the Company or its employees; (iq) the imposition capital expenditures individually in excess of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value$5,000 or, in the aggregate, in excess of $100,00015,000; (mr) an imposition of any Encumbrance upon any of the equity interests in the Company or upon any of the Company's properties or assets, whether tangible or intangible; (s) (i) grant of any bonuses, whether monetary or otherwise, or increase in the rate of compensationany wages, commissionsalary, bonus severance, pension or other direct compensation or indirect remuneration payable to any Employeebenefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the ordinary course terms of business consistent employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant, or (iv) notification from any employee, officer, director, manager, independent contractor or consultant that he or she intends to terminate his or her employment with past practiceor engagement by the Company in the future; (nt) 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 Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change vacancy in any Employee Planthe Ordinary Course of Business; (ou) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (v) loan to (or forgiveness of any loan to), or entry into any other transaction with, any director, officerof the Sellers, or employeeany of the Company's former members or current or former directors, officers, managers, and employees; (pw) any other transaction, event entry into a new line of business or condition that has had abandonment or is reasonably likely to have a Material Adverse Effectdiscontinuance of existing lines of business; (qx) a Seller’s purchaseadoption of any plan of merger, leaseconsolidation, reorganization, liquidation or dissolution, or other acquisition filing of the right to own, usea petition in bankruptcy under any provisions of federal or state bankruptcy Law, or lease consent to the filing of any property or assets in an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including bankruptcy petition against it under any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practicesimilar Law; (ry) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets of or equity interests in, or by any commitment other manner, any business or obligation any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election, amend any Tax Return, take any position on the part of Seller any Tax Return, or take any action or 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 (aa) Contract entered into to do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.5 of the Disclosure Schedules, since December 31, 2013 from the Interim Balance Sheet Date until the date of this Agreement, Rentech and Sellers have operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Specialty Plastics Business, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intosale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, or except for the modification or termination of, sale of Inventory in the ordinary course of business and except for any Sold Contract involving Purchased Assets having an aggregate consideration in excess value of less than $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice35,000; (c) cancellation of any debts or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (d) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice100,000 which would constitute an Assumed Liability; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, except for Permitted Encumbrances; (jf) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate compensation of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeeEmployees, other than as provided for in any written agreements or in the ordinary course of business consistent with past practicebusiness; (ng) a Seller’s entry into adoption, termination or material amendment of any new employment contract with any Employee or any new Employee Plan or any material change Benefit Plan, the effect of which in any Employee Planthe aggregate would increase the obligations of Sellers by more than 10% percent of their aggregate existing annual obligations to such plans; (oh) any loan to or forgiveness adoption of any loan toplan of merger or consolidation or, or entry into with respect to any other transaction withSeller, any directorreorganization, officer, liquidation or employeedissolution or filing of a petition for relief under the Bankruptcy Code or consent to the filing of any involuntary bankruptcy petition against it; (pi) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, purchase or other acquisition of the right to own, use, or lease any property or assets in asset that constitutes a Purchased Asset for an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)35,000, except for purchases of inventory and Inventory or supplies in the ordinary course of business consistent with past practicebusiness; (rj) termination of any full time employee of a Seller other than for cause; or (k) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132005, Sellers have operated the Specialty Plastics Business except as otherwise provided in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly or contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Company has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any of its assets, other than the sale of obsolete Equipment; (nb) a Seller’s entry into permitted any new employment contract with of its assets to be subjected to any Employee or any new Employee Plan or any material change Encumbrance, except for the security interest granted by the Company in any Employee Planfavor of HSS pursuant to that certain Security Agreement, dated as of April 27, 2006; (oc) made any loan changes, including changes to or forgiveness collection practices, to be made in the operations of any loan to, or entry into any other transaction with, any director, officer, or employeethe Seller; (pd) made any other transaction, event or condition that has had or is reasonably likely commitments for the Company to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount make capital expenditures in excess of $100,000 10,000 individually or in the aggregate aggregate; (in the case of a lease, for the entire term e) made any amendment of the leasearticles of incorporation or bylaws of the Company; (f) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Company or any third parties that is material to the Company or that will continue in effect after the Closing Date and not including be terminable by the Company on not more than 30 days’ written notice without payment of premium or penalty; (g) entered into any option term)new Material Contract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except for purchases of inventory and supplies trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (i) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (j) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (l) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (n) suffered any casualty loss or damage with respect to any assets, whether or not covered by insurance; (o) incurred or guarantied any indebtedness for borrowed money other than indebtedness repaid prior to the Closing; (p) except as otherwise provided in Schedule 2.12(p), deferred the payment of any accounts payable; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (r) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Company; (t) conducted its business outside of the ordinary and usual course consistent with past practice; (ru) made any change in the stock ownership of the Company or any interest in the Company to be granted or assigned; (v) incurred any Indebtedness in excess of a net amount of $5,000 to be created, incurred, assumed or guaranteed by the Company that cannot be prepaid or terminated without payment of premium or penalty, except for borrowings under existing credit agreements (or replacements therefor on substantially the same terms) or the creation of trade payables; (w) compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action, Indebtedness or any other claims or rights; or (x) entered into any agreement, contract, commitment or obligation on the part of Seller arrangement to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.054.5, since December 31, 2013 from the Balance Sheet Date until the date of this Agreement, Seller has operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Specialty Plastics Business, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intomaterial damage, destruction or loss to any material portion of the modification Purchased Assets, whether covered by insurance or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticenot; (c) incurrence of any indebtedness for borrowed money in connection with the Business in an aggregate amount exceeding $500,000, except unsecured current obligations and liabilities incurred in the Ordinary Course of Business; (d) sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the Ordinary Course of Business and except for any Purchased Assets having an aggregate value of less than $500,000; (e) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the Ordinary Course of Business; (f) any capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice 500,000 which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Propertywould constitute an Assumed Liability; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets, except for Permitted Encumbrances; (h) increase in the compensation or benefits of any Employees, other than as provided for in any written agreements that are listed on Schedule 4.6 or in the Ordinary Course of Business, or entry into or amendment to any employment, consulting, severance or indemnification agreement or an agreement with respect to a retention bonus with any employee of the Business or any contractors working for or in relation to the Business or other changes in employee benefits or other compensation other than in the Ordinary Course of Business; (i) termination of employment of any Employee; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott circumstance which would give rise to a requirement that Seller give a notice under the WARN Act or other any similar adverse employee actionstate law; (k) labor strikes or disruptions, union organizational activities or other similar occurrences relating to any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)Employees; (l) notice from any cancellation customer or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000supplier terminating its relationship with Seller; (m) an increase change in accounting methods or principles or the rate of compensation, commission, bonus application thereof or other direct any change in Seller’s policies or indirect remuneration payable practices with respect to any Employee, other than in the ordinary course of business consistent with past practiceitems affecting working capital; (n) a making of elections, change in Tax elections, practices, methods or principles, amendment of any Tax Return, settlement or compromise of any action, suit, proceeding, audit, written claim, asserted deficiency, or assessment pending or proposed, or taking of any other discretionary action with respect to Seller’s entry into any new employment contract with any Employee , the Purchased Assets or the Business, except (i) as required by applicable Law, or (ii) as will not adversely impact Buyer or any new Employee Plan of its Affiliates at or any material change in any Employee Planafter the Closing; (o) any loan to or forgiveness waiver of any loan torights that, singly or entry into any other transaction within the aggregate, any director, officer, or employeeare material to the Business; (p) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the Purchased Assets, other transactionthan in the Ordinary Course of Business, event or condition that has had or is reasonably likely requiring the consent of any Person to have a Material Adverse Effectthe transfer and assignment of any of the Purchased Assets; (q) any purchase or acquisition of any property, rights or other assets of the Business outside the Ordinary Course of Business; (r) any acceleration of shipments, sales or orders or other similar action in contemplation of this Agreement or otherwise not in the Ordinary Course of Business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a Seller’s purchase, lease, 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; (t) purchase or other acquisition of the right to own, use, or lease any property or assets in asset that constitutes a Purchased Asset for an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)500,000, except for purchases of inventory and Inventory or supplies in the ordinary course Ordinary Course of business consistent with past practice;Business; or (ru) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by the Agreement or as set forth on Schedule 4.06, 2013from the Interim Balance Sheet Date until the date of this Agreement, Sellers the Target Companies have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics BusinessTarget Companies, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Selleramendment to any Target Company’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeOrganizational Documents; (c) capital expenditures issuance, sale or other disposition of any ownership interest in a Target Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) the Interests; (d) declaration or payment of any distributions on or in respect of any portion of the Interests or redemption, purchase or acquisition of any portion of the Interests; (e) material change in any method of accounting or accounting practice of a Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (f) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, ; except unsecured current Liabilities obligations and liabilities incurred in the ordinary course of business consistent with past practicebusiness; (eg) the transfer, assignment, sale or other disposition of any assetsof the assets shown or reflected on the Balance Sheet, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection and except for any assets having an aggregate value of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of less than $100,00050,000; (fh) transfer, assignment, or grant increase in the compensation of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyEmployees; (gi) adoption, amendment or modification of any Benefit Plan; (j) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof; (k) 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; (l) any material damage or damage, destruction, or other loss (whether or not covered by insurance) to any assets or properties (including any Well) owned, affecting the assets, propertiesleased, or operations of the Specialty Plastics Businessotherwise used thereby, or any real property used or held for use except in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) ordinary course of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000business; (m) an increase in the rate any termination or relinquishment of compensation, commission, bonus or other direct or indirect remuneration payable to rights under any Employee, other than in the ordinary course of business consistent with past practiceMaterial Contract; (n) a Seller’s entry into making, committing to or scheduling any new employment contract with any Employee capital expenditure (or any new Employee Plan series of related capital expenditures) involving more than $10,000 individually or any material change $50,000 in any Employee Planthe aggregate; (o) any loan to delay or forgiveness postponement of any loan to, the payment of accounts payable or entry into any other transaction with, any director, officer, or employee;liabilities outside the ordinary course of business; and (p) any other transaction, event or condition that has had or is reasonably likely agreement to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31the Balance Sheet Date, 2013except as set forth in Section 3.08 of the Disclosure Letter or as such may relate to the execution and delivery of this Agreement and the consummation of the Transactions and except for any COVID-19 Measures, Sellers have operated each member of the Specialty Plastics Business in the usual and ordinary course of Company Group has conducted its business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeeand, other than in the ordinary course of business consistent with past practice;, there has not been, with respect to any member of the Company Group, any: (na) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qb) material change to a SellerMaterial Contract; (c) except as disclosed in a supplemental letter dated the date hereof from the Company to Purchaser, any material change in any compensation arrangement or agreement with any employee, officer, or director, other than any change in the ordinary course of business; (d) resignation or termination of employment of any officer or Key Employee of the Company Group; (e) any Encumbrance (other than a Permitted Encumbrance), created by the Company Group, with respect to any of its material properties or assets; (f) except as disclosed in a supplemental letter dated the date hereof from the Company to Purchaser, any loans or guarantees made by the Company Group to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of the Business; (g) declaration, setting aside or payment or other distribution in respect of any of the Company Group’s capital stock, or any direct or indirect redemption, purchase, lease, or other acquisition of any of such stock by the right Company Group; (h) receipt of written (or, to ownthe Company’s Knowledge, use, or lease other) notice that there has been a loss of any property or assets in an amount Material Customer; (i) waiver by the Company Group of any claim with a potential value in excess of $100,000 in the aggregate 100,000; (in the case j) sale, assignment, or exclusive license or transfer of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory and supplies Intellectual Property other than in the ordinary course of business and consistent with past practice;practices; or (rk) any arrangement or commitment or obligation on by the part of Seller Company Group to take do any of the foregoing actionsacts described in subsection (a) through (k) above.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this the Agreement or as set forth on Schedule 5.05Section 3.08 of the Disclosure Schedules, since December 31from January 1, 2013 2015 until the date of this AgreementClosing Date, with respect the Company has been operated (or Seller has caused the Company to the Specialty Plastics Business, there has not occurred: (aoperate) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice in all material respects and there has not been any: (iiia) other dispositions material event, occurrence or development with respect to the business of assets the Company; (b) amendment of the Constituent Documents of the Company; (c) adoption or change of any method of accounting or accounting practice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (d) incurrence, assumption or guarantee of any Indebtedness in an aggregate amount exceeding $10,000, except unsecured current trade obligations and liabilities incurred in the ordinary course of business consistent with past practice which in business; (e) creation or other incurrence of any Encumbrance on any material asset of the aggregate did not have a fair market value in excess of $100,000Company; (f) transferadoption, assignmentamendment or modification of any Benefit Plan, except as required under applicable Law, the terms of any Material Contract or the terms of the individual Benefit Plan; (ii) grant or increase of any compensation (including any retention or change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director or independent contractor of the Company, (iii) acceleration of the vesting or payment of, or grant funding or in any other way securing the payment, compensation or benefits under, any Benefit Plan, or (iv) hiring or termination of any license Employee with an annual base salary or sublicense of any material rights under or with respect to any Sold Intellectual Propertybase wages exceeding $50,000; (g) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any material damage other manner, any business or destructionany Person or any division thereof for consideration in excess of $10,000; (h) 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; (i) incident of damage, destruction or loss of any property or assets owned by the Company or used in the operation of their businesses, whether or not covered by insurance, affecting the assets, properties, having a replacement cost or operations fair market value in excess of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit$10,000; (i) the imposition making, change or revocation of any Encumbrance upon Tax election; (ii) settlement or compromise of any claim or liability with respect to Taxes relating to the Company; (iii) closing agreement entered into relating to Taxes; (iv) amended Tax Return filing; (v) surrender of Sold Assets; any right to claim a refund of Taxes; (jvii) incurrence of any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott liability for Taxes outside the ordinary course of business; (viii) failure to pay any Tax that was due and payable (including any estimated tax payments); (ix) preparation or other similar adverse employee action;filing of any Tax Return in a manner inconsistent with past practice; or (x) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; or (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable agreement to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.06 of the Disclosure Schedules, since December 31the Interim Balance Sheet Date, 2013 until and other than in the date ordinary course of this Agreementbusiness consistent with past practice, with respect regard to the Specialty Plastics Business, Seller there has not occurredbeen any: (a) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intomaterial change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticenotes to the Financial Statements; (c) capital expenditures material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Contract; (e) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ef) the transfer or assignment of any right or any written waiver of any material right granted under any Material Contract; (g) transfer, assignment, sale or other disposition of any assetsof the Purchased Assets shown or reflected in the Balance Sheet, except for (i) the sale of inventory sales in the ordinary course of business consistent with past practice, (ii) the collection and except for any Purchased Assets having an aggregate value of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of less than $100,000; (fh) cancellation of any material debts or claims or amendment, termination or waiver of any material rights constituting Purchased Assets; (i) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty Assets or Intellectual Property Agreements; (gj) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (hk) the acceleration, termination, material modification to, to or cancellation of any material Material Contract or Permit; (il) the material capital expenditures which would constitute an Assumed Liability; (m) imposition of any Encumbrance upon any of Sold the Purchased Assets; (jn) (i) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse employee action; compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (kii) any material adverse change in a Seller’s business relationship with a customer the terms of employment for any employee of the Business or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise termination of any debt employees for which the aggregate costs and expenses exceed $50,000 per employee or claim related or any waiver or release of any right of substantial value, $250,000 in the aggregate, in excess or (iii) action to accelerate the vesting or payment of $100,000any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (mo) hiring or promoting any person as or to (as the case may be) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable officer executive management position except to any Employee, other than fill a vacancy in the ordinary course of business consistent with past practicebusiness; (np) a Seller’s entry into any new employment contract adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Employee current or any new Employee Plan former employee, officer, director, independent contractor or any material change consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in any Employee Planeach case whether written or oral; (oq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officerexecutives, officers or employeeemployees of the Business or their immediate family members; (pr) adoption of any other transactionplan of merger, event consolidation, reorganization, liquidation or condition that has had dissolution or is reasonably likely filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to have a Material Adverse Effectthe filing of any bankruptcy petition against it under any similar Law; (qs) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $100,000 100,000, individually (in the case of a lease, per annum) or $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 and supplies in the ordinary course of business consistent with past practice; (rt) any commitment default or obligation on the part of breach by Seller in any material respect under any Material Contract or Permit; or (u) any Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.05 of the Seller Disclosure Schedules, since from December 31, 2013 until 2018 to the date of this Agreementhereof, with respect to Seller has operated the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred Business in the ordinary course of business consistent with past practice; in all material respects and there has not been (ea) the transferany sale, assignment, sale transfer or other disposition of any assetsproperty or asset relating to the Business having a value in excess of $100,000 or any relocation of any such property or asset from the Facilities to any other location, except for other than (i) the sale of inventory any Excluded Assets or (ii) any Inventory sold to third parties in the ordinary course of business consistent business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with past practicerespect to any material property or asset relating to the Business, other than any Excluded Assets; (iic) any substantial damage, destruction or loss or casualty loss (whether or not insured against) affecting any property or asset relating to the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have Business having a fair market value in excess of $100,000; , 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) transfer, assignment, any transfer or grant relocation of any license employees of the Business to other facilities or sublicense of any material rights under sites operated by Seller or with respect to any Sold Intellectual Property; its Affiliates; or (g) since June 30, 2019, any material damage increase in the compensation paid or destructionpayable, whether pursuant to an Employee Plan or not covered by insuranceotherwise, affecting the assets, properties, or operations to any of the Specialty Plastics BusinessBusiness Employees, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensationany payment or commitment, commission, bonus or other direct or indirect remuneration payable whether pursuant to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new an Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case of a leaseotherwise, for the entire term payment of the leaseany bonus, not including additional compensation, service award, welfare, pension, retirement, termination or severance benefit to any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actionsBusiness Employee.

Absence of Certain Changes, Events and Conditions. Since December 31Except as set forth on Section 4.05 of the Seller Disclosure Letter or in the Company SEC Documents of the Seller, 2013since November 30, Sellers 2014, (i) Seller and the Seller Subsidiaries have operated the Specialty Plastics Joe’s Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, respects; (ii) there has not occurredbeen any event, circumstance, development, state of facts, occurrence, change or effect which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) there has not occurred or arisen any: (a) destruction of, damage to or loss of any material asset of the Joe’s Business that would have been a material change in any Sellers’ methods Purchased Asset that has a value of accounting $50,000 or accounting practicesmore (whether or not covered by insurance); (b) a Seller’s entry into, change in accounting methods or the modification practices (including any change in depreciation or termination of, amortization policies or rates) by Seller of any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty Seller Subsidiary other than any change required by GAAP or without more than 60 days’ noticeapplicable Law; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, acceleration or guarantee delay of any Liabilitiessale of the products of Seller or any Seller Subsidiary, the collection of accounts receivable or payment and other current liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (d) revaluation by or Seller or any Seller Subsidiary of any of the Purchased Assets; (e) the transfertermination of, assignmentor material amendment or supplement to, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000;Material Contract; or (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered agreement by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, Seller or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related Seller Subsidiary or any waiver officer or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable Joe’s Employee thereof to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsthings described in the preceding clauses (a) through (e) (other than as contemplated in this Agreement).

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on in Schedule 5.053.9, since December 31, 2013 from the Interim Balance Sheet Date until the date of this Agreement, with respect to the Specialty Plastics Business, there Company and each of its Subsidiaries has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred operated in the ordinary course of business consistent in all material respects and there has not been, with past practicerespect to the Company or any of its Subsidiaries, any: (a) event, occurrence or development that has had a Material Adverse Effect; (eb) amendment of the transfercharter, assignmentby-laws or other organizational documents of the Company or any of its Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any assetsof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) change in any method of accounting or accounting practice of the Company or its Subsidiaries, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $500,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (h) sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the sale ordinary course of inventory business, (ii) for any assets having an aggregate value of less than $100,000, and (iii) for any vehicles set forth in Schedule 3.9; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or in the ordinary course of business; (j) adoption, amendment or modification of any Benefit Plan; (k) acquisition 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, other than India JV, for consideration in excess of $250,000; (l) capital expenditure, except in the ordinary course of business consistent with past practice, (ii) the collection and except for any capital expenditures having an aggregate value of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of less than $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000250,000; (m) an increase 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 rate filing of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice;bankruptcy petition against it under any similar Law; or (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan agreement to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except for the negotiation and execution of this Agreement and the other Transaction Documents or as expressly contemplated hereby or thereby, 2013since the date of the Reference Balance Sheet through the date of this Agreement, Sellers (x) the Transferred Entities have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05respects, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, (y) there has not occurredbeen a change, effect or event that has had, individually or in the aggregate, a Material Adverse Effect and (z) no Transferred Entity has: (a) a material change in any Sellers’ methods of accounting sold, leased, subleased, assigned, licensed or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon transferred any of Sold Assets; its material assets or portion thereof (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent and other than sales of obsolete assets or assets with past practiceno book value) or mortgaged, pledged or subjected them to any additional Encumbrance, except for Permitted Encumbrances; (nb) a Seller’s entry into made any new employment contract with material capital expenditures in respect of real or personal property or commitments therefor, in excess of $25,000; (c) suffered any Employee material casualty loss, except for any such casualty loss covered by insurance; (d) created, incurred, assumed or guaranteed any new Employee Plan Indebtedness for borrowed money; (e) amended or authorized the amendment of its certificate of incorporation, articles of association or bylaws; (f) made any material change in its accounting methods or auditing practices, except in so far as was required by (i) a change in GAAP, (ii) the independent accountants of the Seller Group or (iii) the Financial Accounting Standards Board or any Employee Plansimilar organization; (og) any loan to acquired by merging or forgiveness of any loan toconsolidating with, or entry into any other transaction withby purchasing a substantial portion of the assets of, any directorPerson or division thereof (other than inventory) or otherwise acquired or licensed any assets or properties, officer, or employee; (p) any in each case other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies than in the ordinary course of business consistent with past practicebusiness; (rh) engaged in any commitment activity that would require the Buyers’ consent pursuant to Section 5.01, other than clauses (b)(iii), and (b)(viii) thereof; or (i) committed or obligation on the part of Seller agreed to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in SECTION 8.27 SCHEDULE (A), since the December 31Balance Sheet Date, 2013 until the date of this AgreementCompanies have conducted the Acquired Business only in the ordinary course consistent with prior practice and have not, on behalf of, in connection with respect or relating to the Specialty Plastics Business, there has not occurredAcquired Business or the Assets: (a) a material change in suffered any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry entered into, amended or the modification or termination ofterminated any material contract (including, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticelimitation, purchase orders and supplier contracts); (c) capital expenditures in an aggregate amount exceeding $100,000declared or paid any dividend, distribution or payments to the Companies' Shareholder or its Affiliates (other than salary and benefits paid to Shareholder, the Imperial Shareholders or their Affiliates who are employees of the Companies and rent paid to the Imperial Shareholders or their Affiliates, each consistent with past practice); (d) the incurrenceincurred any obligation or liability, assumptionabsolute, accrued, contingent or guarantee of any Liabilitiesotherwise, whether due or to become due, except unsecured current Liabilities liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with past prior practice, none of which liabilities, in any case or in the aggregate, could have a Material Adverse Effect; (e) discharged or satisfied any Lien other than those then required to be discharged or satisfied, or paid any obligation or liability, absolute, accrued, continent or otherwise, whether due or to become due, other than current liabilities shown on the transfer, assignment, sale or other disposition of any assets, except for (i) December Balance Sheet and current liabilities incurred since the sale of inventory date thereof in the ordinary course of business consistent with past prior practice; (f) mortgaged, pledged or subjected to Lien, any property, business or assets, tangible or intangible, held in connection with the Acquired Business; (iig) sold, transferred, leased to others or otherwise disposed of any of the collection of Accounts Receivable Assets, except for inventory sold in the ordinary course of business consistent with past practice and (iii) other dispositions business, or canceled or compromised any debt or claim, or waived or released any right of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000substantial value; (fh) transfer, assignment, or grant received any notice of termination of any license contract, lease or sublicense of other agreement or suffered any material rights under damage, destruction or with respect to any Sold Intellectual Property; loss (g) any material damage or destruction, whether or not covered by insurance) which, affecting the assets, properties, in any case or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Businessaggregate, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permithas had a Material Adverse Effect; (i) transferred or granted any rights under, or entered into any settlement regarding the imposition of breach or infringement of, any Encumbrance upon Intellectual Property, or modified any of Sold Assetsexisting rights with respect thereto; (j) granted any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate compensation (including bonus payments) of compensation, commission, bonus any officer or other direct or indirect remuneration payable to any Employee, employee other than in the ordinary course of business consistent with past practice; (nk) a Seller’s entry into encountered any new employment contract with labor union organizing activity, had any Employee actual or any new Employee Plan threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in its relations with its employees, agents, customers or suppliers; (l) lost any Employee Planmajor customer or major supplier or had any material order canceled or knows of any threatened cancellation of any material order; (m) made any change in its practices with respect to the collection of receivables, payment of accounts payable or purchase and sale of inventory; (n) made any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (o) instituted, settled or agreed to settle any loan litigation, action or proceeding before any court or governmental body relating to the Acquired Business or forgiveness of any loan to, or entry into any the Assets other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies than in the ordinary course of business consistent with past practicepractices but not in any case involving amounts in excess of $25,000.00; (rp) paid or agreed to pay any commitment legal, accounting, brokerage, finder's fee, Taxes or obligation on other expense in connection with, or incurred any severance pay obligations by reason of, this Agreement or the part of Seller transactions contemplated hereby; or (q) taken any action or omitted to take any action that would result in the occurrence of any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.05 of the Disclosure Schedules, since from December 3130, 2013 2012 until the date of this Agreement, Seller has operated the Business in the ordinary course of business. Without limiting the foregoing sentence, except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, since December 30, 2012, Seller has not, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in Experienced any Sellers’ methods of accounting event, occurrence or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition development that has had or is would reasonably likely be anticipated to have a Material Adverse Effect; (qb) a Seller’s purchase, lease, sold or other acquisition otherwise disposed of any of the right to own, use, assets of the Business shown or lease any property or assets in an amount in excess of $100,000 reflected in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)Balance Sheet, except for purchases the sale of inventory and supplies Inventory in the ordinary course of business consistent with past practiceand except for any assets having an aggregate value of less than $20,000; (rc) cancelled any commitment debts or obligation on claims or amended, terminated or waived any rights constituting Purchased Assets, except in the part ordinary course of Seller to take business; (d) incurred capital expenditures in an aggregate amount exceeding $20,000 that would constitute an Assumed Liability; (e) imposed any Encumbrance upon any of the foregoing actionsPurchased Assets, except for Permitted Encumbrances; (f) increased the compensation or benefits of any Employees, other than as provided for in any written agreements or in the ordinary course of business; (g) adopted, terminated, amended or modified any Benefit Plan affecting any Transferred Employee; (h) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, materially extended the time of payment of any accounts payable; (i) made any change in, accounting, marketing or pricing methods, principles or practices or any method of calculating any bad debt, contingency or other reserve for accounting, or financial reporting, in excess of $50,000 in the aggregate; or (j) entered into any agreement to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05in Section 4.05 of the Disclosure Schedules, since December 31from January 1, 2013 2021, until the date of this Agreement, with respect to Seller has operated the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable Business in the ordinary course of business consistent with past practice in all material respects and (iii) other dispositions of assets there has not been, with respect to the Business, any event or circumstance that, individually or in the ordinary course aggregate, has had or is reasonably expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of business consistent with past practice which the Disclosure Schedules or as would not, individually or in the aggregate did aggregate, be expected to be material to the Business taken as a whole, since January 1, 2021, until the date of this Agreement there has not have a fair market value been, in each case solely with respect to the Business unless indicated otherwise: (a) any theft, damage, destruction or casualty loss in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect 25,000 in the aggregate to any Sold Intellectual Property; (g) any material damage or destructionthe 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 any Person; (d) 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; (e) any change in the financial accounting methods relating to or affecting the assetsPurchased Assets, propertiesthe Assumed Liabilities or the Business; (f) any write up, write down or operations write off of the Specialty Plastics Businessbook value of any Purchased Assets, except as consistent with past practices; (g) any amendment or termination of any real property used or held for use Assigned Contracts, except in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) ordinary course of all or part of the Facilitiesbusiness; (h) the termination, material modification toany action to terminate or modify, or cancellation permit the lapse or termination of, the present insurance policies and coverage of any material Contract Seller relating to or Permitapplicable to the Business or the Purchased Assets; (i) the imposition any abandonment of or failure to maintain any Encumbrance upon any of Sold Intellectual Property Assets; (j) any labor material grant or commitment to grant any retention, severance or termination payment to any current or former employee or consultant of the Business or any material threat or payment related to an employee or consultant dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change claim or lawsuit threatened, initiated or settled for an amount involving in a Seller’s business relationship with a customer excess of 25,000 in the aggregate or supplier identified in Schedule 5.16(a) involving equitable or Schedule 5.16(b)injunctive relief; (l) any cancellation or compromise a grant of any debt or claim related or performance guarantee to any waiver or release customer of any right of substantial value, in the aggregate, in excess of $100,000Business; (m) an increase any failure to comply in all material respects with all Laws applicable to the rate conduct of compensation, commission, bonus the Business or other direct or indirect remuneration payable to any Employee, other than in the ordinary course ownership and use of business consistent with past practicethe Purchased Assets; (n) a Seller’s 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 annual Tax accounting period or any change of any method of Tax accounting (except as required by Law), (iii) any amended Tax Return or any claim for Tax refunds, (iv) any entry into any new employment contract with closing agreement relating to Taxes or (v) any Employee settlement of any Tax claim, audit or any new Employee Plan or any material change in any Employee Planassessment; (o) any loan agreement or commitment to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsthings described in the preceding clauses of this Section 4.05.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated there has not been with respect to the Specialty Plastics Polymer Additives Business any event, occurrence, circumstance, fact, effect, condition or change that has had or would reasonably be expected to have, individually or in the usual and ordinary course of business in all material respects consistent with past practiceaggregate, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since from December 31, 2013 until the date of this Agreementhereof, there has not been, with respect to the Specialty Plastics Polymer Additives Business, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assetsof the Sold Assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection and except for any Sold Assets having an aggregate value of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of less than $100,000; (fb) transfer, assignmentcapital expenditures in an aggregate amount exceeding $100,000 which would constitute an Assumed Liability, or grant of any license or sublicense of failure to make any material rights under or capital expenditures with respect to any Sold Intellectual Propertythe Polymer Additives Business that are contemplated by the capital expenditures budget attached to Schedule 5.05(b); (gc) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of the Sold Assets, except for Permitted Encumbrances; (jd) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott purchase or other similar adverse employee actionacquisition of any property or asset that constitutes a Sold Asset for an amount in excess of $100,000, except for purchases of inventory or supplies in the ordinary course of business; (ke) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any cancelation, relinquishment, waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus rights or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) claims having a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount value in excess of $100,000 in the aggregate primarily related to the Polymer Additives Business (in including the case cancellation, compromise, release or assignment of a leaseany indebtedness owed to, for or claims held by, the entire term Polymer Additives Business), or write-down of the leasevalue of any asset of the Polymer Additives Business; (f) (i) acceleration or alteration in any material respect of practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable, not including (ii) acceleration of the production of any option term)products of the Polymer Additives Business in a manner inconsistent with the ordinary course of business, or (iii) failure to pay or satisfy any Liabilities when due and payable, except for purchases such Liabilities and obligations being contested in good faith by Sellers or their Affiliates as of inventory the date hereof; (g) acquisition, by merger or consolidation with, or by purchase of all or a portion of the assets or stock of, or by any other manner, any business or entity or division thereof which would constitute a Sold Asset or Assumed Liability, or entry into any joint venture, partnership, or other similar arrangement for the conduct of the Polymer Additives Business; (h) investment in a Person, whether by purchase of shares of capital stock, contributions to capital or any property transfer; (i) adoption of a plan of complete or partial liquidation or authorization or undertaking of a dissolution, consolidation, restructuring, recapitalization, or other reorganization; (i) except for an increase under any applicable minimum wage Law, increase in the level of compensation or remuneration of any Employee or individual independent contractor of the Polymer Additives Business, (ii) granting of any bonus, equity or equity-based compensation benefit to any Employee or individual independent contractor of the Polymer Additives Business, (iii) except as provided by Law, increase in the coverage or benefits available under any (or create any new), or acceleration of the timing of payments or vesting under any Employee Plan with respect to any Employee, (iv) except entering into offer letters and supplies non-competition agreements with new Employees with annual base salary or wages or consulting fees not exceeding $100,000 in the ordinary course of business consistent with past practice;business, entry into any employment, consulting, deferred compensation, non-competition, or similar agreement (or amend any such agreement) involving any Employee or individual independent contractor of the Polymer Additives Business, (v) other than transfers to fill vacancies arising from employee departures in the ordinary course of business, transfer of the employment of any employee of any Seller to or from the Polymer Additives Business (including transfers of employment to or from any Seller or Sellers’ Affiliates) or other material changes in the job functions of any employee so as to either (x) cause such employee to cease to primarily serve the Polymer Additives Business or (y) cause any employee who does not primarily serve the Polymer Additives Business to primarily serve the Polymer Additives Business; or (vi) termination without “cause” of any employee of any Seller who works primarily for the Polymer Additives Business, except in the ordinary course of business; or (rk) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics BusinessEffective Date, there has not been any Company Material Adverse Change. Without limiting the foregoing, since the Effective Date, none of the following have occurred: , except as set forth in Schedule 3.18: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry intothe Company and its Subsidiaries have not sold, leased, transferred, or the modification or termination of, assigned any Sold Contract involving aggregate of their assets other than for a fair consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; business, (eb) the transferCompany and its Subsidiaries have not made any capital expenditure, assignment, sale charitable contribution or other disposition capital contribution (or series of any assets, except for (irelated capital expenditures or contributions) the sale of inventory in either involving more than $75,000 or outside the ordinary course of business consistent with past practicebusiness, (iic) the collection of Accounts Receivable in the ordinary course of business consistent with past practice Company and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did its Subsidiaries have not have a fair market value in excess of $100,000; (f) transfermade any capital investment in, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $75,000 or outside the ordinary course of business, (d) the Company and its Subsidiaries have not delayed or postponed the payment of accounts payable or other Liabilities either involving more than $75,000 (individually or in the aggregate) or outside the ordinary course of business, (e) the Company and its Subsidiaries have not compromised or released any Proceeding (or series of related Proceedings) either involving more than $75,000 or outside the ordinary course of business, (f) the Company and its Subsidiaries have not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests, (g) the Company and its Subsidiaries have not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees, (h) the Company and its Subsidiaries have not entered into any employment, collective bargaining, or similar Contract or modified the terms of any such existing Contract, (i) the Company and its Subsidiaries have not committed to pay any bonus (other than the Transaction Bonuses) or granted any increase in the base compensation or made any other changes in employment terms of any director, officer, or employee; employee thereof, (pj) there has not been any other transactionoccurrence, event or condition that has had or is reasonably likely event, incident, action, failure to have a Material Adverse Effect; (q) a Seller’s purchase, leaseact, or other acquisition of transaction with respect to the right to own, use, Company or lease any property its Subsidiaries either involving more than $75,000 (individually or assets in an amount in excess of $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 and supplies in aggregate) or outside the ordinary course of business consistent with past business, (k) the Company and its Subsidiaries have not made any payment on any Indebtedness (including trade payables) in advance of its regularly scheduled due date, (l) the Company and its Subsidiaries have not made any payment on any Liabilities, Indebtedness or other obligations owed to any Seller Party or any of their Affiliates, (m) the Company and its Subsidiaries have not made any change in its accounting practice; , policies or procedures, made any adjustment to its books and records, or re-characterized any assets or Liabilities, (rn) the Company and its Subsidiaries have not forgiven or written off any commitment loan or obligation on other Indebtedness due them from any Person and (o) the part of Seller Company and its Subsidiaries have not committed to take do any of the foregoing actionsforegoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 3.7 of the Disclosure Schedules, since December 31, 2013 from the Interim Balance Sheet Date until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred RSG Companies have operated in the ordinary course of business consistent with past practice;in all material respects and there has not been any: (ea) the transferevent, assignment, sale occurrence or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition development that has had or is reasonably likely to have a Material Adverse Effect; (qb) a Seller’s purchaseamendment of the Articles of Organization, leaseOperating Agreement or other organizational documents of RSG Companies; (c) split, combination or reclassification of any equity of RSG Companies; (d) issuance, sale or other disposition of ownership 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 ownership in the Seller or RSG Companies; (e) declaration or payment of any dividends or distributions or redemption, purchase or acquisition of any of the right Membership Interests of RSG Companies; (f) material change in any method of accounting or accounting practice of the Seller, except as required by changes to own, use, GAAP or lease any property applicable Law arising after the Interim Balance Sheet Date or assets in an amount in excess of $100,000 as disclosed in the aggregate notes to the Financial Statements; (g) incurrence, assumption or guarantee of any indebtedness for borrowed money by the Seller or RSG Companies, except unsecured current obligations and liabilities incurred in the case ordinary course of a lease, for the entire term business; (h) sale or other disposition of any of the lease, not including any option term)assets shown or reflected on the Interim Balance Sheet, except for purchases of inventory and supplies in the ordinary course of business consistent with past practiceand except for any assets having an aggregate value of less than $50,000; (ri) increase in the compensation of any Employees, other than as provided for in any written agreements (true and complete copies of which have been provided to Buyers) or in the ordinary course of business; (j) 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; or (m) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by the Agreement or as set forth on Section 3.08 of the Disclosure Schedules, 2013from the Interim Balance Sheet Date until the date of this Agreement, Sellers have the Company has operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics BusinessCompany, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry intomaterial amendment of the charter, by-laws or other organizational documents of the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeCompany; (c) split, combination or reclassification of any shares of its capital expenditures stock; (d) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (e) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities obligations and liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ef) the transfer, assignment, sale or other disposition of any assetsof the assets shown or reflected on the Balance Sheet, except for (i) the sale of inventory in the ordinary course of business consistent with past practiceand except for any assets having an aggregate value of less than $100,000; (g) increase in the compensation of its Employees, (ii) the collection of Accounts Receivable other than as provided for in any written agreements or in the ordinary course of business; (h) acquisition 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 consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value or any Person or any division thereof for consideration in excess of $100,000; (fi) transfer, assignment, or grant adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets;similar Law; or (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable agreement to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by the Agreement or as set forth on Section 3.08 of the Disclosure Schedules, 2013from the Interim Balance Sheet Date until the date of this Agreement, Sellers have each of the Company and GRA has operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to each of the Specialty Plastics BusinessCompany or GRA, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Selleramendment of the Company’s entry intoarticles of organization, GRA’s articles of organization, Company Operating Agreement, GRA Operating Agreement or other organizational documents of the modification Company or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeGRA; (c) capital expenditures in an aggregate amount exceeding $100,000split, combination or reclassification of any shares of its equity interests; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assetsof its equity interests, or grant of any profits interests, 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 distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) entry into any contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any Indebtedness for borrowed money in an aggregate amount exceeding $500,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (i) sale or other disposition of any of the sale of inventory assets shown or reflected on the Balance Sheet, except in the ordinary course of business consistent with past practice, (ii) the collection and except for any assets having an aggregate value of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of less than $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets200,000; (j) Except as set forth in Section 3.08(j) of the Disclosure Schedules, (i) hiring, or offering to hire, any labor disputeEmployees or any consultants or independent contractors, labor organizing activity(ii) termination of employment, strikechange in the title, work stoppageoffice or position or material reduction in the responsibilities of any Employee (provided that terminations for “cause” need not be set forth in Section 3.08(j) of the Disclosure Schedules) or (iii) amendment or extension of the term of any employment or consulting agreement with any officer or any Employee, slowdown, lockout, boycott consultant or other similar adverse employee actionindependent contractor; (k) increase in the compensation of its Employees, directors or consultants, other than as required by Law or the terms of any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)Benefit Plan; (l) grant, payment or increase in any cancellation (i) change in control, special bonus or compromise special remuneration to any Employee or non-employee director, consultant or independent contractor or (ii) severance, retention or termination pay, or other similar benefits to any Employee, consultant or independent contractor outside of any debt or claim related or any waiver or release the ordinary course of any right of substantial value, in the aggregate, in excess of $100,000business; (m) an increase in action to accelerate the rate of compensationvesting or payment of, commissionor otherwise fund or secure the payment of, bonus any compensation or other direct or indirect remuneration payable to benefits under any Employee, other than in the ordinary course of business consistent with past practiceBenefit Plan; (n) a Seller’s entry into termination of any new employment contract with any Employee or any new Employee Benefit Plan or adoption, amendment or modification of any material change Benefit Plan, the effect of which in any Employee Planthe aggregate would increase the obligations of the Company and GRA of their aggregate existing annual obligations to such plans; (o) any loan to acquisition by merger or forgiveness of any loan toconsolidation with, or entry into by purchase of a substantial portion of the assets or stock of, or by any other transaction withmanner, any director, officer, business or employeeany Person or any division thereof for consideration in excess of $250,000; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effectcapital expenditure in excess of $1,000,000 in the aggregate; (q) a Seller’s purchaseadoption of any plan of merger, leaseconsolidation, reorganization, liquidation or other acquisition of the right to own, use, dissolution or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case filing of a lease, for petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the entire term filing of the lease, not including any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practice;bankruptcy petition against it under any similar Law; or (r) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31the Interim Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course Ordinary Course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: been any: (a) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any Sellers’ methods method of accounting or accounting practices; (b) a Seller’s entry intopractice for the Business, except as required by GAAP or as disclosed in the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; notes to the Financial Statements; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrenceentry into any Contract that would constitute a Material Contract, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred other than in the ordinary course Ordinary Course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition increase in any wages, salary, severance, pension or other compensation or benefits in respect of any Encumbrance upon any current or former employees, officers, directors, managers, independent contractors or consultants of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeeBusiness, other than in the ordinary course Ordinary Course of business consistent Business, 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 $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, consultant or independent contractor of the Business, other than amounts that become due and payable under the Union Contract; (m) except as required by law (with past practice; notice to Buyer), adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant of the Business (other than in the Ordinary Course of Business, (ii) Benefit Plan, or (iii) Collective Bargaining Agreement or other agreement with a Union, in each case whether written or oral; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officerofficers, managers or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition employees of the right to ownBusiness; (o) adoption of any plan of merger, useconsolidation, reorganization, liquidation or lease any property dissolution or assets in an amount in excess of $100,000 in the aggregate (in the case filing of a lease, for petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the entire term filing of the lease, not including any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practicebankruptcy petition against it under any similar Law; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by the Agreement, 2013(i) the LiveArea Business has not experienced an event, Sellers occurrence or development that has had or, to Sellers’ Knowledge, could give rise to, a Material Adverse Effect, either prior to or since the Balance Sheet Date and (ii) from and after the Balance Sheet Date, the LiveArea Companies have been operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics BusinessLiveArea Companies, there has not occurredany: (a) a material change in any Sellers’ methods amendment of accounting the charter, by-laws or accounting practicesother organizational documents, as applicable, of the LiveArea Companies; (b) entry into any agreement that would constitute a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeMaterial Contract; (c) capital expenditures in an aggregate amount exceeding $100,000incurrence, assumption or guarantee of any indebtedness for borrowed money; (d) the incurrencetransfer, assumptionassignment, sale or guarantee other disposition of any Liabilitiesof the assets shown or reflected in the Balance Sheet (except in the ordinary course of the LiveArea Business or in connection with the LiveArea Reorganization) or cancellation of any debts; (e) transfer or assignment of or grant of any license or sublicense under or with respect to any material LiveArea Intellectual Property, except unsecured current Liabilities incurred in connection with the LiveArea Reorganization or non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfermaterial damage, assignment, destruction or grant of loss (whether or not covered by insurance) to its property or any license Data Breach or sublicense of any material rights under or with respect to any Sold Intellectual Propertybusiness interruption event; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Businesscapital investment in, or any real property used or held for use in the Specialty Plastics Businessloan to, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesother Person; (h) the acceleration, termination, material modification to, to or cancellation of any material Material Contract to which a LiveArea Company is a party or Permitby which it is bound; (i) the any material capital expenditures; (j) imposition of any Encumbrance upon any of Sold Assets; (j) any labor disputethe LiveArea Company properties, labor organizing activitycapital stock or assets, strike, work stoppage, slowdown, lockout, boycott tangible or other similar adverse employee actionintangible; (k) (i) grant of any material adverse bonuses, excluding commissions, whether monetary or otherwise, individually in excess of $10,000 or $50,000 in the aggregate, 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 a Seller’s business relationship with a customer the terms of employment for any employee or supplier identified in Schedule 5.16(aany termination of any employees for which the aggregate costs and expenses for the LiveArea Companies for all such events exceed $500,000, or (iii) action to accelerate the vesting or Schedule 5.16(b)payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (l) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any cancellation current or compromise of any debt former employee, officer, director, independent contractor or claim related consultant, (ii) Benefit Plan or any waiver (iii) collective bargaining or release of any right of substantial valueother agreement with a union, in the aggregate, in excess of $100,000each case whether written or oral; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorof its stockholders or current or former directors, officerofficers and employees individually in excess of $5,000 or $25,000 in the aggregate; (n) entry into a new line of business or abandonment or discontinuance of existing lines of business; (o) adoption of any plan of merger, consolidation, reorganization (except for the LiveArea Reorganization), liquidation or employeedissolution 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; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in for an amount in excess of $100,000 250,000, individually (in the case of a lease, per annum) or $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 and or supplies in the ordinary course of business consistent with past practice; (q) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner (except in connection with the LiveArea Reorganization), any business or any Person or any division thereof; (r) action by the LiveArea Companies to make, change or rescind any commitment Tax election, amend any Tax Return or obligation take any position on the part of Seller 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 Buyers in respect of any Post-Closing Tax Period; (s) incurrence of an obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than such obligations and liabilities incurred in the ordinary course of business; (t) deviation from the historical accounting methods, principles or practices of the foregoing actionsLiveArea Business; (u) any change (other than those in the ordinary course of the LiveArea Business consistent with historical practice) in the manner in which the LiveArea Business bills its clients, collects accounts receivable, pays accounts payable or otherwise deals with clients or vendors, except as such changes as may result from the migration of accounting, billing and back-office functions from PFS to the LiveArea Companies in connection with LiveArea Reorganization; (v) Proceedings commenced, settled or threatened against the LiveArea Business; or (w) any 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 December 31the most recent Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredbeen any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesadverse effect; (b) a Seller’s entry intomaterial change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticenotes to the Financial Statements; (c) capital expenditures entry into any Contract (as defined below) other than the Contracts listed in an aggregate amount exceeding $100,000Schedule 5.7; (d) the incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money in connection with the Business except unsecured current Liabilities obligations and liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assetsof the Purchased Assets shown or reflected in the Financial Statements, except for (i) the sale of inventory Inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000business; (f) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (g) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (gh) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold the Purchased Assets; (ji) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants 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 actionof the Business or any termination of any employees for which the aggregate costs and expenses exceed $5,000, 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 of the Business; (k) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any material adverse change current or former employee, officer, director, independent contractor or consultant of the Business, or (ii) Benefit Plan, in a Seller’s business relationship with a customer each case whether written or supplier identified in Schedule 5.16(a) or Schedule 5.16(b)oral; (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officer, officers or employeeemployees of the Business except as set forth on Schedule 5.7 (u); (pm) adoption of any other transactionplan of merger, event consolidation, reorganization, liquidation or condition that has had dissolution or is reasonably likely filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to have a Material Adverse Effectthe filing of any bankruptcy petition against it under any similar Law; (qn) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $100,000 25,000, individually (in the case of a lease, per annum) or $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 and Inventory or supplies in the ordinary course of business consistent with past practice;; or (ro) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31Except as expressly contemplated by this Agreement, 2013a Transaction Document or as set forth on Section 4.07 of the Disclosure Letter, Sellers have from the Interim Balance Sheet Date until the date of this Agreement, the Company Group has operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementand there has not been, with respect to the Specialty Plastics Businesseach Company Group Entity, there has not occurredany: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeCompany Group Entity; (c) capital expenditures in entry into, amended or terminated any agreement with Seller or an aggregate amount exceeding $100,000Affiliate of Seller; (d) the incurrencesplit, assumptioncombination or reclassification of any shares of a Company Group Entity’s capital stock; (e) issuance, sale or other disposition of any of Company capital stock, or guarantee grant of any Liabilitiesoptions, except unsecured current Liabilities incurred warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (f) declaration or payment of any dividends or distributions on or in respect of any of Company capital stock or redemption, purchase or acquisition of Company capital stock; (g) making of any loan, advance or capital contribution to, or investment in, any Person other than advances in the ordinary course of business consistent with past practice; (eh) material change in any method of accounting or accounting practice of Seller (as applied to the transferCompany Group), assignmentexcept as required by GAAP, applicable Law or as disclosed in Section 4.06 of the Disclosure Letter; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (j) sale or other disposition of any assetsof the assets of the Company Group having an aggregate value exceeding $50,000; (k) making or committing to make any capital expenditures or capital additions or betterments in excess of $50,000; (l) increase in the compensation of its Employees, except other than as provided for in any written agreements or in the ordinary course of business; (i) the sale adoption, amendment or modification of inventory any Benefit Plan, (ii) adoption, amendment or modification of any collective bargaining agreement, union contract or other agreement with any labor organization or union, (iii) adoption, amendment or modification of any employment, consulting, severance, change in control or similar agreement with an executive officer, manager, or director of any Company Group Entity, or (iv) other than as provided for in any written agreements or in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable increase in the ordinary course compensation (including bonus opportunities) or benefits (including severance, termination or vacation) of business consistent with past practice and (iii) other dispositions any Employee, executive officer, manager, director, consultant, representative or independent contractor of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any Company Group Entity; (fn) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than except in the ordinary course of business consistent with past practice; (n) , cancellation, material modification, termination or granting of a Seller’s entry into material waiver or release of any new employment contract with any Employee Permit or any new Employee Plan or any material change in any Employee PlanMaterial Contract; (o) any loan to or forgiveness suffering of any loan todamage, destruction or entry into Loss with respect to any other transaction withof its properties or assets, any director, officer, whether or employeenot covered by insurance having a replacement cost of more than $50,000; (p) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other transactionmanner, event any business or condition that has had any Person or is reasonably likely to have a Material Adverse Effectany division thereof for consideration in excess of $50,000; (q) a Seller’s purchaseadoption of any plan of merger, leaseconsolidation, reorganization, liquidation or other acquisition of the right to own, use, dissolution or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case filing of a lease, for petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the entire term filing of the lease, not including any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practice;bankruptcy petition against any Company Group Entity under any similar Law; or (r) any commitment or obligation on the part of Seller agreement to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132003, Sellers have operated the Specialty Plastics Business except as otherwise provided in Schedule 2.12, in the usual unaudited balance sheet of the Seller as at June 30, 2004 (“Interim Balance Sheet”) and ordinary course related unaudited statement of business in all material respects consistent operations, stockholders equity and cash flows for the six months then ended (together with past practice. Except the “Interim Balance Sheet,” the “Interim Financial Statements”) or as expressly otherwise contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Seller has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any assets, other than the sale of obsolete Equipment and transfers of cash and the distribution to the Company’s shareholders of amounts necessary to pay tax liabilities under Subchapter S of the Code; (b) permitted any of the Purchased Assets to be subjected to any Encumbrance; (c) made any changes, including changes to collection practices, to be made in the operations of the Seller; (d) permitted any Purchased Assets to be sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of (including, without limitation, sales, transfers, leases, subleases, licenses or dispositions of material assets to the Seller or any of its Affiliates; (e) made any commitments for the Seller to make capital expenditures in excess of $10,000 individually or in the aggregate; (f) made any amendment of the articles of incorporation or bylaws of the Seller; (g) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Seller or any third parties that is material to the Seller or that will continue in effect after the Closing Date and not be terminable by the Seller on not more than 30 days’ written notice without payment of premium or penalty; (h) except as set forth on Schedule 2.15, entered into any new Material Contract or any amendments or modifications to any existing such Material Contract; (i) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (j) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (k) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (l) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (m) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, 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 officers or employees; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or made any material change in any Employee Planmethod of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (o) suffered any loan casualty loss or damage with respect to any assets, whether or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employeenot covered by insurance; (p) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Seller; (q) conducted the Business outside of the ordinary and usual course consistent with past practice other than the purchase of the automobiles identified in Section 1.2(c), above; (r) compromised, settled, granted any waiver or release relating to, or otherwise adjusted any Action, Indebtedness or any other transactionclaims or rights; (s) experienced any change in the financial condition or results of operations or cash flows of the Business or in the condition of the Purchased Assets and the Business has not suffered any damage, event destruction or condition that loss, in each case which has had or is which could reasonably likely be expected to have a Material Adverse Effect;; or (qt) a Seller’s purchase, lease, taken any action or other acquisition engaged in any activity which would not have been permitted by Section 4.1 had it been in effect on the date of the right to ownDecember 31, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions2003 Balance Sheet.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business Conduct in the usual and ordinary course of business in all material respects consistent with past practice. Ordinary Course. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until described in the date of this AgreementOffering Circular (i) there has not been any change having a Material Adverse Effect and (ii) there are no conditions known to the Company to be existing, with respect to the Specialty Plastics Businessmarkets, there has not occurredproposed marketing plans, facilities, capabilities or personnel of the Company, that reasonably could be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 4.11(b) of the Disclosure Schedule or in the Offering Circular, neither the Company nor any of its Subsidiaries has, since March 31, 1998: (ai) a material made any change in any Sellers’ methods method of accounting or accounting practicespractice or policy used by the Company; (bii) a Seller’s entry intomade any material changes in the customary methods of operation of the Company, including practices and policies relating to purchasing, marketing, selling or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticepricing; (ciii) capital expenditures failed to maintain the Company's Tangible Personal Property in an aggregate amount exceeding $100,000good repair, ordinary wear and tear excepted, other than such Tangible Personal Property located at the Company's FunCenter sites which are scheduled to close; (div) except as contemplated under this Agreement, redeemed any of the incurrenceCompany's capital stock or declared, assumptionmade or paid any dividends or distributions (whether in cash, securities or other property) to the holders of the Company's capital stock or otherwise; (v) issued or sold any of the Company's capital stock, notes, bonds or other securities, or guarantee any option, warrant or other right to acquire the same, other than the Securities; (vi) merged with, been merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired (by purchase, merger, consolidation, stock acquisition or otherwise) a substantial portion of the assets of any LiabilitiesPerson or any division or line of business thereof, except unsecured current Liabilities incurred or otherwise acquired assets other than in the ordinary course of business consistent and in accordance with past practice; (evii) except as disclosed in Schedule 4.13(b), permitted or allowed any of the transferassets or properties (whether tangible or intangible) of the Company to be subjected to any Encumbrance, assignmentexcept as pledged or given as security in connection with the Offering and as contemplated by the Collateral Agreements (as such term is defined in the Indenture); (viii) made any loan to, sale guaranteed any Indebtedness of or other disposition otherwise incurred any Indebtedness on behalf of any assets, except Person other than in connection with the New Units and the Preferred Units; (ix) made any capital expenditure or commitment for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value any capital expenditure in excess of $100,000100,000 individually or $2,000,000 in the aggregate; (fx) transferentered into any agreement, assignmentarrangement or transaction with any of its directors, officers, employees or grant of any license or sublicense of any material rights under shareholders (or with respect to any Sold Intellectual Property; (g) any material damage relative, beneficiary, spouse or destruction, whether or not covered by insurance, affecting the assets, properties, or operations Affiliate of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(bsuch Person); (lxi) allowed any cancellation permit or compromise of any debt environmental permit that was issued or claim related relates to the Company or any waiver Subsidiary or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable otherwise relates to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into asset to lapse or terminate or failed to renew any new employment contract with any Employee such permit or environmental permit or any new Employee Plan insurance policy that is scheduled to terminate or any material change expire within 45 calendar days of the Closing Date, except with respect to such permit, environment permit or insurance policy which the failure to renew would not result in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qxii) a Seller’s purchaseincurred any Indebtedness, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $100,000 individually or $500,000 in the aggregate (aggregate, other than the Indebtedness to be incurred in connection with the case of a lease, for New Units and the entire term of the lease, not including any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practicePreferred Units; (rxiii) amended, modified or consented to the termination of any commitment material contract or obligation on the part Company's or any Subsidiary's rights thereunder; (xiv) disclosed any secret or confidential Intellectual Property (except by way of Seller issuance of a patent) or permitted to lapse or go abandoned any material Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company or any Subsidiary has any right, title, interest or license; or (xv) agreed, whether in writing or otherwise, to take any of the foregoing actionsactions specified in this Section 4.11(b) except for those contemplated by this Agreement, the Offering and the issuance and sale of the Series B Preferred Units.

Absence of Certain Changes, Events and Conditions. Since December 31the Balance Sheet Date, 2013, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course Ordinary Course of business in all material respects Business consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurredbeen any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a declaration or payment of any dividends or distributions on or in respect of any of Seller’s entry intoequity or redemption, purchase or the modification or termination of, any Sold Contract involving aggregate consideration in excess acquisition of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeSeller’s equity; (c) capital expenditures material change in an aggregate amount exceeding $100,000any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) the entry into any Contract that would constitute a Material Contract; (e) incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business Business consistent with past practice; (ef) the transfer, assignment, sale or other disposition of any assetsof the Purchased Assets shown or reflected in the Balance Sheet, except for (i) the sale of inventory Inventory in the ordinary course Ordinary Course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000Business; (fg) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (h) transfer, assignment, assignment or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual PropertyProperty Assets or Intellectual Property Agreements; (gi) material damage, destruction or loss, or any material damage or destructioninterruption in use, of any Purchased Assets, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (hj) the acceleration, termination, material modification to, to or cancellation of any material Assigned Contract or Permit; (ik) the material capital expenditures which would constitute an Assumed Liability; (l) imposition of any Encumbrance upon any of Sold the Purchased Assets; (ji) grant of any labor disputebonuses, labor organizing activitywhether monetary or otherwise, strikeor increase in any wages, work stoppagesalary, slowdownseverance, lockout, boycott pension or other similar adverse employee action; (k) any material adverse change compensation or benefits in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise respect of any debt current or claim related former employees, officers, directors, independent contractors or any waiver or release consultants of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeeBusiness, other than as provided for in any written agreements or required by applicable Law, (ii) change in the ordinary course terms of business consistent with past practiceemployment for any employee of the Business or any termination of any employees, 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; (n) a Seller’s entry into any new employment contract adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Employee current or any new Employee Plan former employee, officer, director, independent contractor or any material change consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in any Employee Planeach case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorcurrent or former directors, officer, officers or employeeemployees of the Business; (p) adoption of any other transactionplan of merger, event consolidation, reorganization, liquidation or condition that has had dissolution or is reasonably likely filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to have a Material Adverse Effectthe filing of any bankruptcy petition against it under any similar Law; (q) a Seller’s purchase, lease, lease or other acquisition of the right to own, use, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $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 and Inventory or supplies in the ordinary course Ordinary Course of business Business consistent with past practice;; or (r) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Audited Balance Sheet Date (i) Seller has conducted the Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement ; (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 Schedule 5.05, since December 31, 2013 until in Section 4.8 of the date of this Agreement, with respect to the Specialty Plastics BusinessDisclosure Schedule, there has not occurredbeen any: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (qb) amendment of the Organizational Documents of Seller; (c) entry into any new line of business by Seller, or abandonment or discontinuance of any existing lines of business of Seller; (d) acquisition by merger or consolidation with, or by purchase of a Seller’s substantial portion of the Assets or equity of, or by any other manner, any Person or any business or division of such Person; (e) purchase, lease, lease or other acquisition of the right to own, uselease, operate or lease use any property or assets Assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum), or $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 and supplies Inventory in the ordinary course of business consistent with past practice; (rf) transfer, assignment, sale, lease or other disposition of any commitment Assets for an amount in excess of $25,000, individually (in the case of a lease, per annum), or obligation on $100,000 in the part aggregate (in the case of Seller to take a lease, for the entire term of the lease), or Encumbrance (other than Permitted Encumbrances) placed upon any of the foregoing actions.Assets of Seller, except for the sale of Inventory in the ordinary course of business consistent with past practice and except for the Transactions; (g) 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 valuation standards or methods with respect to the 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, policies or procedures including: (i) taking (or omitting to take) any action that would have the effect of accelerating revenues, accelerating cash receipts or accelerating the collection of accounts receivable or 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 action that would have the effect of delaying or postponing the payment of any accounts payable or notes payable to post-Closing periods that would otherwise be expected to be paid in pre-Closing periods; (m) incurrence, assumption or guarantee of any 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 any rights constituting material Assets of Seller;

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business latest balance sheet date as indicated in the usual and Purchaser Public Disclosure Record or other than in the ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessPurchaser, there has not occurredany: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Sellerexcept with respect the proposed amendment of RVT’s entry intoArticles of Incorporation disclosed in the Purchaser’s Annual and Special General Meeting Circular dated August 15, 2016 contained in the Public Disclosure Record, amendment of the articles, Notice of Articles, unanimous shareholder agreement or the modification or termination of, any Sold Contract involving aggregate consideration in excess other organizational documents of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticePurchaser; (c) capital expenditures split, consolidation or reclassification of any shares in an aggregate amount exceeding $100,000Purchaser; (d) except has had been disclosed in the Purchaser Public Disclosure Record, the issuance, sale or other disposition of any shares in Purchaser, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in Purchaser; (e) declaration or payment of any dividends or distributions on or in respect of any shares in Purchaser or redemption, retraction, purchase or acquisition of its shares; (f) material change in any method of accounting or accounting practice of Purchaser, except as required by IFRS or as disclosed in the notes to the financial statements; (g) other than as disclosed in the Purchaser Public Disclosure Record, entry into any Contract that would constitute a material contract; (h) except as disclosed in the Public Disclosure Record, incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current Liabilities obligations and liabilities incurred in the ordinary course of business consistent with past practice; (ei) the transfer, assignment, sale or other disposition of any assets, except for (i) of the sale of inventory assets shown or reflected in the ordinary course balance sheet or cancellation of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (fj) transfermaterial damage, assignment, destruction or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; loss (g) any material damage or destruction, whether or not covered by insurance, affecting ) to its property; (k) except has had been disclosed in the assets, properties, or operations of the Specialty Plastics BusinessPurchaser Public Disclosure Record any capital investment in, or any real property used or held for use in the Specialty Plastics Businessloan to, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesother Person; (hl) the acceleration, termination, material modification to, to or cancellation of any material Contract to which Purchaser is a party or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000by which it is bound; (m) an increase except has had been disclosed in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to Purchaser Public Disclosure Record any Employee, other than in the ordinary course of business consistent with past practicematerial capital expenditures; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change except has had been disclosed in any Employee Plan; (o) the Purchaser Public Disclosure Record any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directorof its shareholders or current or former directors, officerofficers and employees; (o) adoption of any amalgamation, arrangement, reorganization, liquidation or employeedissolution or the commencement of any proceedings seeking to adjudicate Purchaser a bankrupt or insolvent, making a proposal with respect to Purchaser under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or similar laws, appointment of a trustee, receiver, agent, custodian or similar official for Purchaser or for any substantial part of its properties and assets or a creditor or any other Person commences any proceeding against Purchaser seeking to adjudicate it a bankrupt or insolvent or appointment of a trustee, receiver, agent, custodian or similar official for it or any substantial part of its properties and assets; (p) any other transaction, event or condition that except has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s been disclosed in the Purchaser Public Disclosure Record, purchase, lease, lease or other acquisition of the right to own, use, use or lease any material property or assets in an amount in excess of $100,000 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 and or supplies in the ordinary course of business consistent with past practice; (q) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (r) action by Purchaser to make, change or rescind any commitment Tax election, amend any Tax Return or obligation take any position on the part of Seller 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 foregoing actionsTax liability or reducing any Tax asset of Purchaser; (s) (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, 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; or (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 or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05the Agreement, since December 31, 2013 from the Interim Balance Sheet Date until the date Closing Date, (i) the Company has (A) operated solely in the Ordinary Course, (B) used commercially reasonable efforts to (1) maintain, keep, and preserve the Company’s Assets in good condition and repair, (2) preserve the Company’s businesses and operations intact, (3) keep available the services of this Agreementthe Company’s employees and independent contractors, and (4) preserve the goodwill of the Company’s customers, suppliers, distributors, lessors, lessees, licensors, licensees, creditors, employees, and independent contractors, as well as all others having business dealings or relations with the Company, in each case in all material respects, and (ii) there has not been, with respect to the Specialty Plastics BusinessCompany, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, or amendment of the modification or termination of, any Sold Contract involving aggregate consideration in excess Organizational Documents of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticethe Company; (c) capital expenditures split, combination or reclassification of any membership interests in an aggregate amount exceeding $100,000the Company; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assets, except for (i) the sale of inventory membership interests in the ordinary course Company, or grant of business consistent with past practiceany options, warrants or other rights to purchase or obtain (iiincluding upon conversion, exchange or exercise) the collection of Accounts Receivable any membership interests in the ordinary course Company; (e) declaration or payment of business consistent with past practice and (iii) other dispositions any distributions on or in respect of assets any membership interests in the ordinary course Company or redemption, purchase or acquisition of business consistent with past practice which in any of the aggregate did not have a fair market value in excess of $100,000Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by applicable Law or as disclosed in the notes to the Financial Statements; (g) incurrence, assumption or guarantee of any Indebtedness, except unsecured accounts payable incurred in the Ordinary Course; (h) sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Ordinary Course and except for any assets having an aggregate value of less than $10,000.00; (i) acquisition by merger or consolidation with, or by purchase of a substantial portion of the Assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (j) entry into any new line of business, entry into any Contract, or other action taken with respect to the opening, relocation, or closing of any branch, office, servicing, or other facility by, or abandonment or discontinuance of any existing lines of business of, the Company; (k) purchase, lease, license, or other acquisition of the right to own, lease, license, operate, or use any Assets by the Company for an amount in excess of $10,000, individually (in the case of a lease or license, per annum), or $10,000 in the aggregate (in the case of a lease or license, for the entire term of the lease or license, respectively), other than in the Ordinary Course; (l) transfer, assignment, sale, lease, license, or grant other disposition of, or Encumbrance (other than Permitted Encumbrances) placed upon, any of the Assets of the Company, except in the Ordinary Course and except to Buyer pursuant to the Transactions; (m) material damage, destruction, theft, or loss, or any material interruption in use, of any license of the Assets of the Company, or sublicense any personal injury loss affecting the Company, in each case, whether or not covered by insurance; (n) transfer, assignment, sale, lease, license, or other disposition of any material rights under or with respect to any Sold Company Intellectual Property; (g) Property or disclosure of any material damage confidential or destruction, whether or not covered by insurance, affecting proprietary information regarding the assets, properties, or operations of the Specialty Plastics Business, Company or any real property used of its businesses or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employeeoperations, other than pursuant to any Contract for the sale or license of any Company Products entered into in in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee Ordinary Course or any new Employee Plan or any material change in any Employee Planto Buyer pursuant to the Transactions; (o) failure to spend funds for any planned or budgeted capital expenditure projects of the Company; (p) change in the cash management practices and policies, practices, and procedures of the Company with respect to collection of accounts and notes receivable, establishment of reserves for uncollectible accounts and notes receivable, accrual of accounts and notes receivable, payment of accounts and notes payable, inventory control, prepayment of expenses, or deferral of revenue, including (i) taking (or omitting to take) any action that would have the effect of accelerating revenues, accelerating cash receipts, or accelerating the collection of accounts receivable or 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 action that would have the effect of delaying or postponing the payment of any accounts payable or notes payable to post-Closing periods that would otherwise be expected to be paid in pre-Closing periods; (q) action by the Company to make, change, or rescind any Tax election or amend any Tax Return, or closing agreement or voluntary disclosure agreement entered into, settlement of any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or other similar action relating to the filing of any Tax Return or the payment of any Tax by the Company; (r) cancellation of any material debts, entitlements, or claims or amendment, termination, or waiver of any material rights constituting Assets of the Company; (s) amendment, modification, waiver, renewal, termination, cancellation, or assignment of, any Material Contract, Company Permit, or any other Contract or Governmental Authorization that, but for such amendment, modification, waiver, termination, cancellation, or assignment, would have been a Material Contract or Company Permit; (t) adoption, modification, or termination of any (i) employment, severance, retention, or other Contract with any current or former director, officer, employee, or independent contractor of the Company, (ii) Benefit Plan or other fringe or employee benefit plan, program, or Contract that, but for such modification or termination, would have been a Benefit Plan, or (iii) collective bargaining or other Contract with a union or other labor organization or association, in each case whether written or oral; (u) (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 any of the employees or independent contractors of the Company, (ii) change in the terms of employment or engagement for any employee or independent contractor of the Company, (iii) termination of any employees of the Company, (iv) hiring or promoting of any employee or independent contractor of the Company, or (v) action to accelerate the vesting or payment of any compensation or benefit for any employee or independent contractor of the Company, except, in each case, in the Ordinary Course; (v) loan to to, or forgiveness of any loan to, or entry into any other Contract or transaction with, any director, officer, or employeeRelated Person; (pw) commencement, compromise, or settlement of any other transaction, event Proceeding by or condition that has had or is reasonably likely to have a Material Adverse Effectagainst the Company; (qx) a Seller’s purchaseadoption of any plan of merger, leaseconsolidation, reorganization, liquidation or other acquisition of the right to own, use, dissolution or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case filing of a lease, for petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the entire term filing of the lease, not including any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practice;bankruptcy petition against it under any similar Law; or (ry) any commitment or obligation on the part of Seller Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31June 30, 20132008, Sellers have operated except as disclosed in Schedule 3.10, each of the Specialty Plastics Business Subsidiaries has conducted its respective business in the usual and ordinary course of business in all material respects and consistent with past practicepractices. Except As amplification and not limitation of the foregoing, except as expressly disclosed in Schedule 3.10, since June 30, 2008, none of the Subsidiaries have: (a) made any change in tax or accounting methods, principles or practices or any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or Tax purposes or made or changed any material Tax election, or settled any tax controversy matter or matters; (b) made any material changes in the customary methods of operating its business including, without limitation, practices and policies relating to marketing, selling and pricing; (c) amended, terminated, cancelled or compromised any material claims; (d) entered into any material agreement, arrangement or transaction with any of its directors, officers, employees or shareholders other than those contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred for compensation in the ordinary course of business consistent with past practice; practices; (e) granted any general increase in the transfercompensation payable or to become payable to its officers, assignmentemployees or consultants (including any such increase pursuant to any bonus, sale pension, profit-sharing or other disposition plan or commitment), of any assetsSubsidiary or any special increase in the compensation payable or to become payable to any such officer, employee or consultant, or made any bonus payments to any such officer, employee or consultant, except for (i) the sale normal, bargained, merit or cost of inventory living payments or increases made in the ordinary course of business; (f) made capital expenditures or commitments on behalf of or relating to its business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, 500,000 in the aggregate or grant of failed to make any license capital expenditures in accordance with existing commitments or sublicense of any material rights under or with respect to any Sold Intellectual Property; budgeted amounts; (g) sold, transferred or disposed of, or agreed to sell, transfer or dispose of, any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations assets of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, Business other than in the ordinary course of business business, consistent with past practice; ; (nh) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or acquired any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition assets of the right to own, use, or lease any property or assets in an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), Business except for purchases of inventory and supplies in the ordinary course of business consistent business, nor acquired or merged with past practice; any other business; (ri) incurred or created any commitment material Encumbrances on any of the assets of the Business; (j) experienced any destruction, damage or obligation on other loss (whether or not covered by insurance) of any material asset or material property of the part Business; (k) incurred any material Liability outside the ordinary course of Seller business; (l) initiated any litigation other than as required to protect and preserve the Business and its assets where the failure to initiate such litigation would result in expiration of statutes of limitations or waivers of contractual rights; (m) agreed, whether in writing or otherwise, to take any of the foregoing actionsaction described in this Section 3.10; (n) taken any action or agreed to take any action provided for in Section 5.01(b) below; or (o) suffered any Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Since December 31Except as set forth on Section 3.07 of the Disclosure Schedule, 2013since the Balance Sheet Date, Sellers have operated the Specialty Plastics Business and other than in the usual and ordinary course Ordinary Course of business in all material respects Business consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreementthere has not been, with respect to the Specialty Plastics BusinessCompany or DP-NXA, there has not occurredany: (a) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a material change Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers hereunder not being true and correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in any Sellers’ methods of accounting or accounting practicesSection 9.02 to be satisfied; (b) a Seller’s entry into, notice or other communication from any Person alleging that the modification consent of such Person is or termination of, any Sold Contract involving aggregate consideration may be required in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeconnection with the transactions contemplated by this Agreement; (c) capital expenditures in notice from an aggregate amount exceeding $100,000employee or officer of the Company that the individual intends to terminate his or her employment with the Company after the Closing Date; (d) notice from any client or customer of the Company that it intends to terminate or materially decrease the business conducted with the Company; (e) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (f) amendment of the Governing Documents of the Company; (g) issuance of any new equity interests in, or reclassification of any existing equity interests in, the Company or issuance, sale or other disposition of any of equity interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any equity interests in the Company; (h) except for cash distributed to Sellers within the fifteen (15) days prior to the Closing Date, declaration or payment of any dividends or distributions by the Company on or in respect of any of any equity interests in the Company, or redemption, purchase or acquisition of any equity interests in the Company; (i) 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; (j) 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; (k) incurrence, assumption, assumption or guarantee of any Liabilities, indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business Business consistent with past practice; (el) the transfer, assignment, sale or other disposition of any assets, except for of the assets shown or reflected in the Balance Sheet (i) other than the sale of inventory in the ordinary course Ordinary Course of business Business consistent with past practice, (ii) the collection or cancellation of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000any debts or entitlements; (fm) transfer, assignment, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Sold Company Intellectual Property or Company IP Agreements, or 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 of any Trade Secrets included in the Company Intellectual Property; (gn) any material damage damage, destruction or destruction, loss (whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business) to its property; (o) capital investment in, or any real property used or held for use in the Specialty Plastics Businessloan to, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilitiesother Person; (hp) the acceleration, termination, material modification to, or rebidding, cancellation of or any material price concessions on any Material Contract, including, but not limited to, any notification to the Company that any Material Customer or managed service provider intends to seek bids for any existing Material Contract or Permitin relation to any existing work performed by the Company or its employees; (iq) the imposition capital expenditures individually in excess of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value$10,000 or, in the aggregate, in excess of $100,00025,000; (mr) an imposition of any Encumbrance upon any of the equity interests in the Company or upon any of the Company’s properties or assets, whether tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in the rate of compensationany wages, commissionsalary, bonus severance, pension or other direct compensation or indirect remuneration payable to any Employeebenefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the ordinary course terms of business consistent with past practiceemployment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (nt) 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 Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change vacancy in any Employee Planthe Ordinary Course of Business; (ou) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (v) loan to (or forgiveness of any loan to), or entry into any other transaction with, any director, officerof the Sellers, or employeeany of the Company’s former members or current or former directors, officers, managers, and employees; (pw) any other transaction, event entry into a new line of business or condition that has had abandonment or is reasonably likely to have a Material Adverse Effectdiscontinuance of existing lines of business; (qx) a Seller’s purchaseadoption of any plan of merger, leaseconsolidation, reorganization, liquidation or dissolution, or other acquisition filing of the right to own, usea petition in bankruptcy under any provisions of federal or state bankruptcy Law, or lease consent to the filing of any property or assets in an amount in excess of $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including bankruptcy petition against it under any option term), except for purchases of inventory and supplies in the ordinary course of business consistent with past practicesimilar Law; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions.

Absence of Certain Changes, Events and Conditions. Since December 31, 20132003, Sellers have operated the Specialty Plastics Business except as otherwise provided in Schedule 2.12, in the usual unaudited balance sheet of the Seller as at June 30, 2004 (“Interim Balance Sheet”) and ordinary course related unaudited statement of business in all material respects consistent with past practice. Except operations, stockholders equity and cash flows for the six months then ended (the “Interim Financial Statements”) or as expressly otherwise contemplated by this Agreement or as set forth on Schedule 5.05, since December 31, 2013 until the date of this Agreement, with respect to the Specialty Plastics Business, there Seller has not occurrednot: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice, sold, transferred, leased, subleased, licensed, encumbered or otherwise disposed of any assets, other than the sale of obsolete Equipment and transfers of cash and the distribution to the Company’s shareholders of amounts necessary to pay tax liabilities under Subchapter S of the Code; (nb) a Seller’s entry into permitted any new employment contract with of the Purchased Assets to be subjected to any Employee or any new Employee Plan or any material change in any Employee PlanEncumbrance; (oc) made any loan changes, including changes to or forgiveness collection practices, to be made in the operations of any loan to, or entry into any other transaction with, any director, officer, or employeethe Seller; (pd) permitted any other transactionPurchased Assets to be sold, event transferred, leased, subleased, licensed, encumbered or condition that has had otherwise disposed of (including, without limitation, sales, transfers, leases, subleases, licenses or is reasonably likely dispositions of material assets to have a Material Adverse Effectthe Seller or any of its Affiliates; (qe) a Seller’s purchase, lease, or other acquisition of made any commitments for the right Seller to own, use, or lease any property or assets in an amount make capital expenditures in excess of $100,000 10,000 individually or in the aggregate aggregate; (in the case of a lease, for the entire term f) made any amendment of the leasearticles of incorporation or bylaws of the Seller; (g) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Seller or any third parties that is material to the Seller or that will continue in effect after the Closing Date and not including be terminable by the Seller on not more than 30 days’ written notice without payment of premium or penalty; (h) except as set forth on Schedule 2.15, entered into any option term)new Material Contract or any amendments or modifications to any existing such Material Contract; (i) borrowed any amount or incurred or become subject to any liabilities, except for purchases of inventory and supplies trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (j) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (k) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (l) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (m) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, 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 officers or employees; (n) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (o) suffered any casualty loss or damage with respect to any assets, whether or not covered by insurance; (p) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Seller; (q) conducted the Business outside of the ordinary and usual course consistent with past practice; (r) compromised, settled, granted any commitment waiver or obligation release relating to, or otherwise adjusted any Action, Indebtedness or any other claims or rights; (s) experienced any change in the financial condition or results of operations or cash flows of the Business or in the condition of the Purchased Assets and the Business has not suffered any damage, destruction or loss, in each case which has had or which could reasonably be expected to have a Material Adverse Effect; or (t) taken any action or engaged in any activity which would not have been permitted by Section 4.1 had it been in effect on the part of Seller to take any date of the foregoing actionsDecember 31, 2003 Balance Sheet.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this the Agreement or as set forth on Schedule 5.05in Section 4.08 of the Seller Disclosure Letter, since December 31, 2013 from the Balance Sheet Date until the date of this Agreement, with respect to the Specialty Plastics Business, there Company has not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred conducted its business only in the ordinary course of business consistent with past custom and practice, and the Company has not: (a) had an event, occurrence or development that has had a Material Adverse Effect; (eb) the transferdischarged or satisfied any material Encumbrance or paid any material obligation or liability, assignment, sale or other disposition of any assets, except for (i) the sale of inventory than current liabilities paid in the ordinary course of business consistent with past custom and practice, or canceled, compromised, waived or released any material right or claim; (iic) sold, leased, assigned, licensed or transferred any of its material assets or portion thereof (other than sales of inventory in the collection ordinary course of Accounts Receivable business or sales of obsolete assets) or mortgaged, pledged or subjected them to any Encumbrance, except for Permitted Encumbrances; (d) made, granted or promised any bonus or any material wage or salary increase to any employee, officer or director, except as required by any written agreements, or made, granted or promised any other change in employment terms for any employee, officer or director, other than wage increases and benefit plan adjustments in the ordinary course of business consistent with past practice custom and practice; or adopted, modified or terminated 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 dispositions agreement with a Union, in each case whether written or oral; or hired or promoted any person as or to (as the case may be) the position of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value senior vice president or more senior; (e) made any material capital expenditures or commitments therefor in excess of $100,000; (f) transfersuffered any extraordinary loss, assignmentdamage, destruction or grant casualty loss or waived any rights to receive money or property having a value in excess of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction$500,000, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (hg) the terminationborrowed any amount or incurred, material modification to, assumed or cancellation of became subject to any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor disputeliabilities, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, except current liabilities incurred in the aggregate, in excess ordinary course of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than business and liabilities under contracts entered into in the ordinary course of business consistent with past practicecustom and practice or borrowings from banks (or similar financial institutions) necessary to meet ordinary working capital requirements; (nh) a Seller’s entry into created, incurred, assumed or guaranteed any new employment contract Indebtedness either involving more than $500,000 or outside the ordinary course of business consistent with any Employee past custom and practice except for borrowings from banks (or any new Employee Plan or any material change in any Employee Plansimilar financial institutions) necessary to meet ordinary working capital requirements; (oi) amended or authorized the amendment of its articles of incorporation or bylaws; (j) made any loan to capital investment in, or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employeePerson other than the advance of expenses in the ordinary course of business; (pk) entered into a new line of business or abandoned or discontinued any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effectexisting line of business; (ql) adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a Seller’s purchasepetition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (m) purchased, lease, leased or other acquisition of otherwise acquired the right to own, use, use or lease any property or assets in for an amount in excess of $100,000 250,000, individually (in the case of a lease, per annum) or 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 and supplies in the ordinary course of business consistent with past custom and practice; (rn) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any commitment other manner, any business or obligation any Person or any division thereof; (o) taken any action to make, change or rescind any Tax election, amend any Tax Return or take any position on the part of Seller any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the foregoing actionsCompany in respect of any post-Closing Tax period; (p) issued, sold or otherwise disposed of any of its capital stock, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock, or split, combined or reclassified any shares of its capital stock; (q) made a material change in any method of accounting or accounting practice of the Company, except as required by GAAP, made a 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; or (r) committed or agreed to any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this the Agreement or as set forth on Schedule 5.05Section 3.08 of the Disclosure Schedules, since December 31, 2013 from the Interim Balance Sheet Date until the date of this Agreement, each of the Company and the Operating Subsidiary has operated in the Ordinary Course of Business in all material respects and there has not been, with respect to the Specialty Plastics BusinessCompany or the Operating Subsidiary, there has not occurred: any: (a) event, occurrence or development that has had a material change in any Sellers’ methods of accounting or accounting practices; Material Adverse Effect; (b) a Seller’s entry intomaterial amendment of the charter, articles, by-laws, operating agreement or other Organizational Documents of the Company or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; Operating Subsidiary; (c) split, combination, or reclassification of any shares of its capital expenditures in an aggregate amount exceeding $100,000; stock or membership interests, as the case may be; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignmentits capital stock or membership interests, or grant of any license options, warrants or sublicense other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or membership interests, as the case may be; (e) declaration or payment of any material rights under dividends or with distributions on or in respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract of its capital stock or Permit; membership interests or redemption, purchase or acquisition of its capital stock or membership interests, as the case may be; (if) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; method of accounting or accounting practice of the Company or the Operating Subsidiary, except as required by GAAP or applicable Law; (og) any loan to incurrence, assumption or forgiveness guarantee of any loan toindebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and liabilities incurred in the Ordinary Course of Business; (h) sale, transfer or entry into other disposition of any of its assets, except for sales of Inventory in the Ordinary Course of Business; (i) increase in any wage, salary or compensation of its Employees or consultants outside of the Ordinary Course of Business, other transaction withthan as provided for in any Material Contracts or any Benefit Plan; (j) adoption, amendment, modification or termination of any director(i) employment, severance, retention or other contract with any current or former employee, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take any of the foregoing actions.24

Absence of Certain Changes, Events and Conditions. Since December 31, 20132018, Sellers the Companies have operated the Specialty Plastics Business in the usual Ordinary Course of Business and ordinary course of business in all material respects consistent with past practicehave suffered no Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 3.8 of the Disclosure Schedules, since December 31, 2013 until the date of this Agreement2018, with respect to the Specialty Plastics Business, there has not occurredno Company has: (a) a material change in acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any Sellers’ methods other business combination) any corporation, partnership, other business organization or any division of accounting any such organization or accounting practicesany significant amount of assets; (b) a Seller’s entry intosold, transferred, assigned, leased, subleased, licensed or otherwise disposed of any of its Tangible Personal Property, Intellectual Property or Company Real Property, outside the modification or termination of, any Sold Contract involving aggregate consideration in excess Ordinary Course of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticeBusiness; (c) capital expenditures in an aggregate amount exceeding $100,000issued, delivered, sold or authorized, or proposed the issuance, delivery or sale of, any equity interests of the Companies or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating the Companies to issue any such equity interests or other convertible securities; (d) the incurrenceincurred any Indebtedness or issued any debt securities or assumed, assumptionguaranteed or endorsed, or guarantee otherwise become responsible for, the obligations of any LiabilitiesPerson, except unsecured current Liabilities incurred or made any loans or advances, or granted any security interest in the ordinary course any of business consistent with past practicetheir assets; (e) the transfertaken any action, assignment, sale or other disposition of any assets, except for (i) the sale of inventory than reasonable and usual actions in the ordinary course Ordinary Course of business consistent Business, with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000respect to accounting policies or procedures; (f) transfer, assignment, made or grant of authorized any license or sublicense of any material rights under or with respect to any Sold Intellectual Propertychange in the Organizational Documents; (g) paid, discharged or satisfied any material damage claim, Liability or destructionobligation (absolute, whether accrued, asserted or not covered by insuranceunasserted, affecting contingent or otherwise), other than the assetspayment, propertiesdischarge or satisfaction, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Ordinary Course of Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) amended, modified or consented to the termination, material modification totermination of any Material Contract, or cancellation amended, waived, modified or consented to the termination of any material Contract or Permitrights of any party to such Material Contract, other than in the Ordinary Course of Business; (i) commenced, became the imposition of subject of, or settled any Encumbrance upon any of Sold Assets;material Action; or (j) announced any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable agreement to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December Except for the Restructuring which shall be consummated prior to the Closing, since March 31, 2013, Sellers have operated 2019 the Specialty Plastics Business Company has conducted its business only in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or business, and except as set forth on Schedule 5.05Section 3.08 of the Disclosure Schedules, since December 31, 2013 until the date of this Agreement2017 there has not been, with respect to the Specialty Plastics BusinessCompany, there has not occurredany: (a) a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect; (b) a Seller’s entry into, or amendment to the modification or termination of, any Sold Contract involving aggregate consideration in excess Organizational Documents of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticethe Company; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assetsof its capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (d) declaration, payment, making or setting aside of any dividends or distributions on or in respect of any of its capital stock or any redemption, purchase or acquisition of its capital stock; (e) change in any accounting methods, principles or practices of the Company, except for as required by applicable Law; (if) incurrence, assumption, issuance, creation or guarantee of any Indebtedness involving more than $100,000; (g) sale or other disposition of any of the sale assets of inventory the U.S. Roundtables Business involving more than $100,000, except in the ordinary course of business consistent with past practicebusiness; (h) increase in the compensation of Employees of the U.S. Roundtables Business, other than normal periodic increases of not more than seven percent (ii7%) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permitbusiness; (i) the imposition adoption, amendment, termination or modification of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of any debt or claim related or any waiver or release of any right of substantial value, in the aggregate, in excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any EmployeeBenefit Plan, other than in the ordinary course of business consistent with past practiceor as required by Law; (j) acquisition 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; (k) 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; (l) adoption or execution of a contract of the U.S. Roundtables Business involving net new business to the Company of more than $160,000 projected for the subsequent twelve (12) months, or causing the acceleration, termination, modification or cancellation of any contract involving more than $160,000 payable to the Company to which the Company is a party; (m) adoption or execution of a contract of the U.S. Roundtables Business involving the payment of more than $160,000, or causing the acceleration, termination, modification or cancellation of any contract involving more than $160,000 payable by the Company to which the Company is a party; (n) a Seller’s entry into imposition of any new employment contract with any Employee or any new Employee Plan or Encumbrance (other than Permitted Encumbrances) upon any material change in any Employee Planassets of the Company; (o) any loan to or forgiveness of any loan topayment of, or entry into any other transaction withcommitment to make, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount capital expenditure in excess of $100,000 in the aggregate aggregate; (in the case of a lease, for the entire term of the lease, not including any option term), p) failure to promptly pay and discharge current liabilities except for purchases current liabilities not material in amount that are disputed in good faith by appropriate proceedings; (q) adoption, revocation or amendment of inventory and supplies any material Tax election or Tax accounting method, settlement or compromise of any Tax liability, filing of any material Tax Return other than in the ordinary course of business and on a basis consistent with past practice, filing of any amended material Tax Return, surrender of any right to a material refund of Taxes, extension or waiver of any statute of limitations or other period for assessment of any Tax, or initiation of any voluntary disclosure agreement or similar process with respect to any Taxes; (r) any commitment action or obligation on the part of Seller failure to take any action that, in either case, intended to have the effect of accelerating to the pre-Closing period any revenue from or sales to customers that would otherwise be expected to occur after the Closing, or any other intentional and material modification of the foregoing actionsCompany’s billing practices; (s) material delay or material acceleration of (i) the payment or incurrence of any accounts payable or other liabilities from the date such liability would have been paid or incurred in the ordinary course of business, or (ii) the collection or receipt of any accounts receivable outside the ordinary course of business; (t) material revaluation of the Company’s assets, including writing off or writing down notes or accounts receivable or inventory; (u) change in the Company’s cash management customs and practices other than in the ordinary course of business (including with respect to maintenance of working capital balances, collection of accounts receivable and payment of accounts payable); or (v) adoption or execution of any agreement to do any of the foregoing, or any action or omission that, to the Knowledge of Seller, would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 5.05Section 4.9 of the Parent Disclosure Schedules, since December 31from January 1, 2013 2022, Parent and its Subsidiaries have operated in the Ordinary Course of Business, in a manner consistent with past practice and in compliance in all material respects with applicable Law. (b) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Parent Disclosure Schedules, from January 1, 2022 until the date of this Agreement, there has not been, with respect to the Specialty Plastics BusinessParent or any of its Subsidiaries, there has not occurredany: (ai) event, occurrence or development that has had, or would be reasonably expected to have, a material change in any Sellers’ methods of accounting or accounting practicesMaterial Adverse Effect on Parent and its Subsidiaries, taken as a whole; (bii) a Selleramendment of or other change to the Organizational Documents of Parent or any of its Subsidiaries or any action outside of such entity’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration purpose set forth in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ noticesuch Organizational Documents; (ciii) split, combination or reclassification of any shares of its capital expenditures in an aggregate amount exceeding $100,000stock; (div) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice; (e) the transfer, assignmentissuance, sale or other disposition of any assetsEquity Interests, or grant of any Equity Interests; (v) change in any method of accounting or accounting practice, principle, assumption, convention or policy of Parent or any of its Subsidiaries, except for as required by GAAP or applicable Law; (ivi) incurrence, assumption, guarantee or endorsement of any Indebtedness, in each case, in an amount greater than $100,000, individually, or $250,000, in the aggregate, or issuance or sale of any debt securities or guarantee any debt securities of others; (vii) acceleration, beyond the normal collection cycle, collection of accounts receivable or delay beyond normal payment terms of any accounts payable, other than in the Ordinary Course of Business; (viii) (A) sale, transfer, lease or other disposition of any of the assets or property shown or reflected on the Parent Balance Sheet, except inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (B) lease, sublease or license of any real property of Parent or any of its Subsidiaries, (iiC) the collection mortgage or Lien of Accounts Receivable any property or assets of Parent or any of its Subsidiaries, other than Permitted Liens; or (D) forgiveness, cancellation or waiver of any material debts owed to or material claims held by Parent or any of its Subsidiaries; (ix) any increase in the ordinary course compensation or benefits of business consistent with past practice its employees, including any bonus payments, other than as provided for in any written agreements in effect on or prior to the date of this Agreement and (iii) other dispositions of assets listed in the ordinary course Parent Disclosure Schedules; (x) adoption, amendment or modification of business consistent with past practice any Parent Benefit Plan, the effect of which in the aggregate did not have would increase the obligations of Parent and its Subsidiaries by more than 5% percent of its existing annual obligations to such plans; (xi) entry into any collective bargaining agreement or other agreement or understanding or other Contract with any labor union, labor organization or other representative of employees; (xii) hiring, transfer, or termination of the employment of any employee of Parent or any of its Subsidiaries other than: (1) a fair market value termination of employment by Parent or such Subsidiary for cause; or (2) the hiring of an employee, in the Ordinary Course of Business whose annualized compensation is less than $180,000 and whose employment is terminable at will without notice or severance requirements; (xiii) acquisition by merger or consolidation with, or by purchase of the material assets or equity of, or by any other manner, any business or Person or any division thereof; (xiv) adoption of any plan of merger, consolidation, reorganization, restructuring, 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; (xv) any capital expenditure or commitment to make capital expenditure in excess of $100,000, individually, or $250,000, in the aggregate; (fxvi) entry into any Parent Material Contract, termination of any Contracts that would constitute a Parent Material Contract, or amendment or waiver of any right under any Parent Material Contract; (xvii) failure to pay or satisfy when due any material Liability; (xviii) waiver, release, assignment, compromise, commencement, settlement, or agreement to settle any right or pending or potential Legal Proceeding (other than a settlement solely in cash in an amount not to exceed $100,000 and paid in full prior to the Effective Time); (xix) sale, transfer, assignment, exclusive license, abandonment, permitted to lapse or grant other disposition of any license Parent Owned IP, other than any Parent Owned IP that is not material to, or sublicense expected to be used or useful in connection with, the business of any material rights under the Parent and its Subsidiaries as currently conducted or with respect reasonably anticipated to any Sold Intellectual Propertybe conducted; (gxx) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation settlement or compromise of any debt material Tax liability, material Tax proceeding or claim related or any waiver or release audit, change of any right Tax election or Tax method of substantial valueaccounting, in the aggregate, in excess making of $100,000;any new Tax election or adoption of any material new Tax method of accounting; or (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (oxxi) any loan agreement or commitment to or forgiveness of any loan to, or entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably likely to have a Material Adverse Effect; (q) a Seller’s purchase, lease, or other acquisition of the right to own, use, or lease any property or assets in an amount in excess of $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 and supplies in the ordinary course of business consistent with past practice; (r) any commitment or obligation on the part of Seller to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing. (c) Since December 31, 2021, there has not been, with respect to Parent or any of its Subsidiaries, any declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock or any agreement or commitment to do the foregoing, or any action or omission that would result in the foregoing.