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

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Company; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interests; (f) material change in the Company’s cash management practices and any of their 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; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (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 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.9 of the Balance Sheet Company Disclosure Schedule, since the Interim Financial Statements Date, and other than the Company has conducted its business in the ordinary course Ordinary Course of business consistent with past practiceBusiness, and there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in Equity of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in Equity of the Company; (ec) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, purchase or acquisition of any Equity of the Company’s outstanding membership interests; (fd) material change in any method of accounting or accounting practice of the Company, except as required by GAAP; (e) change in the Company’s cash management practices and any of their policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gf) entry into any Contract that would constitute a Material Contract; (hg) incurrence, assumption or guarantee Guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts Indebtedness or entitlements; (ji) material damage, destruction, destruction or loss (whether or not covered by insurance) to its propertyproperty (including Real Property); (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (ml) any material capital expenditures; (n) other than Permitted Encumbrances, imposition of any Encumbrance upon any of the Company’s properties (including Real Property) or assets, tangible or intangible; (i) grant or contemplated grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, directors, officers, consultants or independent contractors, other than as provided for in the Companyordinary course of business or in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, director, manager, officer, consultant or independent contractor; (n) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with a key employee, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders, directors, managers, officers and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pr) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000100,000, individually (in the case of a lease, per annum), ) or $100,000 150,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (qs) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity Equity of, or by any other manner, any business or any Person or any division thereof; (rt) action by the Company making, changing or revoking any election relating to makeTaxes, changechanges to an annual accounting period or adoption of or changes to any accounting method relating to Taxes, or rescind filing of any Tax election, amend any amended Tax Return, or take entering into any position on closing agreement, settlement of any Tax Returnclaim or assessment relating to the Company, take surrendering of any actionright to claim a refund or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; (u) amendment of the Organizational Documents of the Company; (v) transfer or assignment of or grant of any license or sublicense under or with respect to the Company Intellectual Property or Company IP Agreements; (w) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, omit or loss of confidentiality or value of any material Trade Secrets included in the Company Intellectual Property by failure to take any action, or enter into any other transaction that would have maintain reasonable secrecy measures to protect the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodsame; or (sx) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth on Section 3.08 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyof its equity interests; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any membership of its equity interests in the Company or redemption, purchase, purchase or acquisition of the Company’s outstanding membership any of its equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kn) any capital investment in, or any loan to, any other Person; (lo) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mp) any material capital expenditures; (nq) imposition of any Encumbrance upon any of the properties Company properties, equity interests or assets, tangible or intangible, of the Company; (or) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, manages, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation, 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; (pw) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000250,000.00, individually (in the case of a lease, per annum), ) or $100,000 1,000,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof; (ry) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sz) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.07 of the Dorian Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practiceentry into the Term Sheet, the Transaction Documents, the November Private Placement and any transactions contemplated therein, there has not been, with respect to the CompanyDorian or any Dorian Subsidiary, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Dorian Material Adverse Effect; (b) amendment of the Organizational Documents of the Companycharter, by-laws or other organizational documents; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests of its capital stock, except in the CompanyNovember Private Placement; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in the Company’s cash management practices and any of their 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; (g) entry into any Contract that would constitute a Material ContractContract other than in the ordinary course of business; (hg) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (ji) material damage, destruction, destruction or loss (constructive or actual), whether or not covered by insurance) , to its propertyany material asset of Dorian or any Dorian Subsidiary; (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company Dorian or any Dorian Subsidiary is a party or by which it is bound; (ml) any material capital expendituresexpenditures in excess of $500,000, excluding any expenditures relating to the acquisition, including any newbuilding contract for the construction of, any Vessel; (nm) imposition of any Encumbrance upon any of the properties Dorian’s or any Dorian Subsidiaries’ Vessels, properties, capital stock or assets, tangible or intangible; (n) grant of any bonuses, monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Companyany employee, officer, director, independent contractors or consultant; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (p) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pq) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets asset for an amount in excess of $50,000500,000, individually (or 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 or supplies in the ordinary course of business consistent with past practiceaggregate; (qr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2022, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or nor could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectwith respect to the Companies, any material adverse change in the Business, properties, operations, condition (financial or otherwise), prospects, assets or liabilities of the Companies or the Business, including but not limited to no: (a) Amendment of the organizational documents of any Company; (b) amendment Split, combination or reclassification of the Organizational Documents any shares of the stock in any Company; (c) splitIssuance, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance Lien or other encumbrance on, any membership interests shares of stock in the any Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests shares of stock in any Company; (d) Material change in any method of accounting or accounting practice of the any Company, except as required by GAAP or as disclosed in the Companynotes to the Financial Statements; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interests; (f) material change in the Company’s cash management practices and any of their 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; (g) entry Entry into any Contract that would constitute a Material Contract; (hf) incurrenceIncurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ig) transferTransfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Financial Statements or cancellation of any debts or entitlements; (jh) material Material damage, destruction, destruction or loss (whether or not covered by insurance) to its propertythe property of any Company; (ki) any Any capital investment in, or any loan to, any other Person; (lj) accelerationAcceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the any Company is a party or by which it any Company is bound; (mk) any Any material capital expenditures; (nl) imposition Imposition of any Encumbrance Lien or other encumbrance upon any of the Companies’ properties or assets, tangible or intangible; (m) 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 Company’s current or former employees, officers, managers, independent contractors or consultants, other than in the Companyordinary course, as provided for in any written agreements or required by applicable Law; (n) Change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000.00; (o) adoption Action to accelerate the vesting or payment of any plan of mergercompensation or benefit for any current or former employee, consolidationofficer, reorganizationmanager, liquidation, independent contractor 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 Lawconsultant; (p) purchaseAdoption, leasemodification or termination of any: (i) employment, severance, retention or other acquisition of the right to ownagreement with any current or former employee, use officer, manager, independent contractor or lease any property consultant, (ii) Benefit Plan or assets for an amount 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 or supplies in the ordinary course of business consistent with past practice; (qiii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, collective bargaining or other equity ofagreement with a Union, in each case whether written or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingoral.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJanuary 1, and other than in the ordinary course of business consistent with past practice, 2021 there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents certificate of formation, limited liability company agreement or other organizational documents of the Company; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any of its membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in of the CompanyCompany Membership Interest; (ed) declaration or payment of any dividends or distributions on or in respect of any membership interests in of the Company Membership Interests or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsCompany Membership Interest; (f) material change in the Company’s cash management practices and any of their 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; (ge) entry into any Contract that would constitute a Material Contract; (hf) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jg) material damage, destruction, destruction or loss (whether or not covered by insurance) to its the Company’s property; (kh) any capital investment in, or any loan to, any other Person; (li) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mj) any material capital expenditures; (nk) imposition of any Encumbrance upon any of the properties Company properties, membership interests or assets, tangible or intangible, of the Company; (ol) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers or officers; (m) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pn) other than set forth on Section 3.08(n) of the Disclosure Schedules, the purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practiceassets; (qo) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock or units of, or by any other manner, any business or any Person or any division thereof;; or, (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sp) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateSeptember 30, 2023, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws, or other organizational documents of the Company; (c) split, combination, or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements; (ji) material damagetransfer, destructionassignment, or loss (whether grant of any license or not covered by insurance) sublicense of any material rights under or with respect to its propertyany Intellectual Property; (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or amendment to, or cancellation of any Material Contract material contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (ml) any material capital expenditures; (nm) imposition of any Encumbrance upon any of the properties Company properties, capital stock, or assets, tangible or intangible; (n) adoption, modification, or termination of the Companyany: (i) material employment, severance, retention, or other agreement with any current or former employee, officer, director, independent contractor, or consultant, (ii) benefit plan, or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers, and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) 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 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 or supplies in the ordinary course of business consistent with past practice; (qr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJune 30, 2024, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws, or other organizational documents of the Company; (c) split, combination, or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements; (ji) material damagetransfer, destructionassignment, or loss (whether grant of any license or not covered by insurance) sublicense of any material rights under or with respect to its propertyany Intellectual Property; (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or amendment to, or cancellation of any Material Contract material contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (ml) any material capital expenditures; (nm) imposition of any Encumbrance upon any of the properties Company properties, capital stock, or assets, tangible or intangible; (n) adoption, modification, or termination of the Companyany: (i) material employment, severance, retention, or other agreement with any current or former employee, officer, director, independent contractor, or consultant, (ii) benefit plan, or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers, and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) 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 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 or supplies in the ordinary course of business consistent with past practice; (qr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement or as set forth in the Buyer SEC Filings or on Section 4.12 of the Disclosure Schedules, from the Balance Sheet DateDate until the date of this Agreement, and other than Buyer has operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to the CompanyBuyer, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the Organizational Documents charter, by-laws or other organizational documents of the CompanyBuyer; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in the Company’s cash management practices and any method of their policiesaccounting or accounting practice of Buyer, 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 depositsexcept as required by GAAP or applicable Law; (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 $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in on Buyer’s balance sheet as of the Balance Sheet Date, except in the ordinary course of business and except for any assets having an aggregate value of less than $25,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of any debts or entitlementsbusiness; (j) material damageadoption, destructionamendment or modification of any Benefit Plan, or loss (whether or not covered the effect of which in the aggregate would increase the obligations of Buyer by insurance) more than 10% of its existing annual obligations to its propertysuch plans; (k) any capital investment inacquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any loan toother manner, any other Personbusiness or any Person or any division thereof for consideration in excess of $25,000; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sm) any Material Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement, as disclosed in the Seller SEC Filings or as set forth on Section 3.08 of the Disclosure Schedules, from the Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or applicable Law or as disclosed in the notes 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 depositsthe Company 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 $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in on the Company’s balance sheet as of the Balance Sheet Date, except in the ordinary course of business and except for any assets having an aggregate value of less than $25,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of any debts or entitlementsbusiness; (j) material damageadoption, destructionamendment or modification of any Benefit Plan, or loss (whether or not covered the effect of which in the aggregate would increase the obligations of the Company by insurance) more than 10% of its existing annual obligations to its propertysuch plans; (k) any capital investment inacquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any loan toother manner, any other Personbusiness or any Person or any division thereof for consideration in excess of $25,000; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sm) any Material Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Company; (b) amendment of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the capital stock of the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in capital stock of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in capital stock of the Company; (e) declaration or payment of any distributions on or in respect of any membership interests in capital stock of the Company or redemption, purchase, purchase or acquisition of any of the Company’s outstanding membership interestsof the Company; (f) material change in the Company’s cash management practices and any of their 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; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ig) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jh) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (ki) any capital investment in, or any loan to, any other Person; (lj) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mk) any material capital expenditures; (nl) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible, of the Company; (om) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (n) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (po) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $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 or supplies in the ordinary course of business consistent with past practice; (qp) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sq) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Balance Sheet Disclosure Schedules, since the Interim Financial Statements Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any of the CompanyCompany or its Subsidiaries, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in Equity of any of the CompanyCompany nor its Subsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests Equity of any of the Company nor its Subsidiaries; (c) redemption, purchase or acquisition of any Equity of the Company or its Subsidiaries; (d) change in any method of accounting or accounting practice of any of the CompanyCompany or its Subsidiaries, except as required by GAAP; (e) declaration or payment change in the any of any distributions on or in respect of any membership interests in the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interests; (f) material change in the Company’s its Subsidiaries’ cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gf) entry into any Contract that would constitute a Material Contract; (hg) incurrence, assumption or guarantee Guarantee of any indebtedness Debt for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts Debts or entitlements; (ji) material damage, destruction, destruction or loss (whether or not covered by insurance) to its propertyproperty (including Real Property); (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which any of the Company or its Subsidiaries is a party or by which it is bound; (ml) any material capital expenditures; (nm) other than Permitted Encumbrances, imposition of any Encumbrance upon any of the Company or its Subsidiaries’ properties (including Real Property) or assets, tangible or intangible; (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 employees, members, managers, consultants or independent contractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the Companyterms 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 employee, member, manager, consultant or independent contractor; (o) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with an employee, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members, managers, officers and employees; (q) entry into a new line of business or abandonment or discontinuance of existing lines of business; (r) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (ps) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qt) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity Equity of, or by any other manner, any business or any Person or any division thereof; (ru) action by any of the Company or its Subsidiaries to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability Liability of, or reducing any Tax asset of Buyer deduction, credit or other benefit or favorable Tax attribute available to, the Parent in respect of any Post-Closing Tax Period; or (sv) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the date of the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyCorporation, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Corporation; (b) amendment of the Organizational Documents articles, by-laws, unanimous shareholder agreement or other constating documents of the CompanyCorporation; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests shares in the Company Corporation or redemption, purchaseretraction, purchase or acquisition of the Company’s outstanding membership interestsits shares; (fd) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policiesCorporation, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (ge) entry into any Contract contract that would constitute a Material Contract; (hf) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ig) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jh) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP; (i) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kj) any capital investment in, or any loan to, any other Personperson or entity; (lk) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company Corporation is a party or by which it is bound; (ml) any material capital expenditures; (nm) imposition of any Encumbrance upon any of the properties Corporation's properties, shares or assets, tangible or intangible; (n) (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 Companyterms 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; (o) adoption adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any plan of mergercurrent or former employee, consolidationofficer, reorganizationdirector, liquidationindependent contractor or consultant; (ii) Benefit Plan; or (iii) collective agreement or other agreement with a union, in each case whether written 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 Laworal; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees; (q) entry into a new line of business or abandonment or discontinuance of existing lines of business; (r) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (s) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qt) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets, stock, assets or other equity shares of, or by any other manner, any business or any Person person or any division thereofentity; (ru) action by the Company Corporation to make, change, change or rescind any Tax tax election, amend any Tax Return, tax return or take any position on any Tax Returntax return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax tax liability or reducing any Tax tax asset or attribute of Buyer in respect of any Post-Closing Tax Periodthe Corporation; or (sv) any Material Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement, from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the Organizational Documents charter, bylaws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the CompanyUnits of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and , except as required by GAAP or applicable Law or as disclosed in any of their policies, practices, and procedures with respect notes 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 depositsthe 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 liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $500,000; (i) acquisition by merger or cancellation consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any debts other manner, any business or entitlementsany Person or any division thereof for consideration in excess of $1,000,000; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sk) any Material Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Recent Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanySeller or any of its Subsidiaries, any: (a) event, occurrence, occurrence or development that has had, had or could is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment notice of violation, non-compliance or non-renewal of any of the Organizational Documents of the CompanyMME Certificates; (c) split, combination, material amendment of its certificate of formation or reclassification of any membership interests in the Companylimited liability company agreement; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyequity interests; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its units or equity interests, or redemption, purchase, purchase or acquisition of its units or equity interests other than Tax distributions in the Company’s outstanding membership interestsordinary course of business; (f) material change in the Company’s cash management practices and any of their policiesits methods of accounting or accounting practice, practices, and procedures with respect except as required by GAAP or applicable Law or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $2,500 except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business; (i) increase in the compensation of its employees, other than as provided for in any Material Contract or cancellation in the ordinary course of any debts or entitlementsbusiness; (j) material damageadoption, destructionamendment or modification of any Benefit Plan, the effect of which in the aggregate would increase the obligations of the Seller or loss (whether or not covered any of its Subsidiaries by insurance) more than 1% percent of its existing annual obligations to its propertysuch plans; (k) entry into any capital investment in, agreement with an Affiliate of Seller or any loan to, any other PersonSubsidiary; (l) accelerationacquisition by merger or consolidation with, terminationor by purchase of a substantial portion of the assets or stock of, material modification to or cancellation of by any Material Contract (including, but not limited toother manner, any Material Contract) to which the Company is a party business or by which it is boundany Person or any division thereof for consideration in excess of $2,500; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sn) any Material Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth in Section 3.07 of the Disclosure Schedules, since the Balance Sheet Date, and other than the Company has operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to the Company, been any: (a) event, occurrence, occurrence or development that has had, had (or could would reasonably be expected to have, individually or in the aggregate, ) a Material Adverse Effect; (b) amendment of the Organizational Documents Articles of Organization or Operating Agreement of the Company; (c) split, combination, combination or reclassification of any membership interests in the Company;Interests; PR01/ 1471369.15 (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in of the Company’s equity securities, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof such equity securities; (e) declaration or payment of any distributions on or in respect of any membership interests in of the Company Interests or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsInterests; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or applicable Law or as disclosed in the notes 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 depositsthe 2013 Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money money, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet or cancellation ordinary course of business consistent in nature and amount with past practice; (i) increase in the compensation of any debts or entitlementsindividual Employee by more than $5,000; (j) material damageentry by the Company into any employment, destructionseverance or termination agreement with any Employee, or loss (whether or not covered by insurance) to its propertyany amendment thereto; (k) adoption, amendment or modification of any capital investment inBenefit Plan, or any loan to, any other Personthe effect of which in the aggregate would increase the annual obligations of the Company to such plans by more than $50,000 in the aggregate; (l) accelerationacquisition by merger or consolidation with, terminationor by purchase of a substantial portion of the assets or stock of, material modification to or cancellation of by any Material Contract (including, but not limited toother manner, any Material Contract) to which the Company is a party business or by which it is boundany Person or any division thereof; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (rn) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would reasonably be expected to have the effect of increasing the Tax liability relating or reducing any Tax asset attributable to Taxes of Buyer the Company in respect of any Post-Closing Tax Period; (o) any material modification from prior practice of (i) any invoice, billing or collections practices with respect to its customers or (ii) any payment practices with respect to its vendors or suppliers; (p) any capital expenditure (or series of related capital expenditures) for additions to property, plant or equipment except for expenditures (1) made in the ordinary course of business consistent in nature and amount with past practice, (2) contemplated by the Company’s capital expenditure budget for 2014-2019, which is attached as Section 3.07(p)(2) of the Disclosure Schedules (the “Capex Budget”), or (3) involving no more than $10,000 individually or $25,000 in the aggregate; (q) transfers, assignments or grants of any license or sublicense of any rights to any third party under or with respect to any Company Intellectual Property; PR01/ 1471369.15 (r) delays or postponements of the payment of accounts payable or other liabilities outside the ordinary course of business consistent in nature and amount with past practice; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyCompany or any of the Subsidiaries, any: : (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; ; (b) amendment of the Organizational Documents of the Company; its charter, by-laws (or equivalent) or other organizational documents; (c) split, combination, combination or reclassification of any membership interests in the Company; shares of its capital stock; (d) except as set forth in Section 3.07(d) of the Disclosure Schedules, issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companycapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company; of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interests; its capital stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the Company’s notes to the Financial Statements; (g) material change in its cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; ; (gh) entry into any Contract that would constitute a Material Contract (other than purchase orders from the Company's customers in the ordinary course of business); (i) except as set forth in Section 3.07(i) of the Disclosure Schedules, termination or material amendment of any Material Contract; , other than in the ordinary course of business; (hj) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Indebtedness (other than draws on the Company's line of credit in the ordinary course of business consistent with past practice; business); (ik) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet (other than sales of inventory in the ordinary course of business, consistent with past practice) or cancellation of any debts or entitlements;; (l) except as set forth in Section 3.07(l) of the Disclosure Schedules delay or postponement of the payment of any accounts payable or other Liabilities; (m) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; 26 (jn) except as set forth in Section 3.07(n) of the Disclosure Schedules, cancellation, waiver or release of any Action by or against the Company or any Subsidiary; (o) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; , or any material interruption in the use of any material property; (kp) any capital investment in, or any loan to, any other Person; ; (lq) acceleration, termination, material amendment or modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company or any Subsidiary is a party or by which it is bound; ; (mr) any material capital expenditures; expenditure; (ns) imposition of any Encumbrance upon any of the properties properties, capital stock or assets, tangible or intangible, of the Company; Company or any Subsidiary; (ot) adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition except as set forth 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; (pSection 3.07(t) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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)Disclosure Schedules, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; or as required by applicable Law or the terms of any Benefit Plan, (qi) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, or other equity grant of, or entry into a commitment to grant, 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, (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 (iv) material increase in or material modification of the compensation or benefits payable to any present or former directors, officers, employees or consultants; (u) hiring or promoting any person as or to (as the case may be) a management level employee or hiring or promoting any other manner, any employee except to fill a vacancy in the ordinary course of business; (v) except in the ordinary course of business or as required by applicable Law or the terms of any Person Benefit Plan, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any division thereof; current or former employee, officer, director, independent contractor or consultant, (rii) action by Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (w) layoffs or terminations of employees that implicate or could implicate the Company WARN Act or, in the case of employees located in England and Wales, that have been carried out otherwise than in accordance with such employee's contract of employment and all applicable Laws; (x) loan to make, change(or forgiveness of any loan to), or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter entry 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 (s) any Material Contract to do with, any of the foregoingits stockholders or current or former directors, officers or employees other than pursuant to any action or omission that would result Benefit Plan; (y) except as set forth in any Section 3.07(y) of the foregoing.Disclosure Schedules, entry into a new line of business or abandonment or discontinuance of existing lines of business; 27

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the Organizational Documents charter, operating agreement or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s , except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract, except for the assignment of Company’s option to purchase the Real Property (section 3.09(d); (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to the Company Intellectual Property or Company IP Agreements; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound, except for the assignment of Company’s option to purchase the Real Property (section 3.09(d); (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company’ properties, capital stock or assets, tangible or intangible, of the Company; (oi) adoption grant of any plan of mergerbonuses, consolidation, reorganization, liquidationwhether monetary or otherwise, or dissolution increase in any wages, salary, severance, pension or filing other compensation or benefits in respect of a petition its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in bankruptcy under any provisions of federal written agreements or state bankruptcy required by applicable Law or consent (ii) action to accelerate the filing vesting or payment of any bankruptcy petition against it under compensation or benefit for any similar Lawcurrent or former employee, officer, director, independent contractor or consultant; (pr) 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; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (t) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand Dollars ($50,00010,000), individually (in the case of a lease, per annum), ) or Fifty Thousand Dollars ($100,000 50,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rv) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sw) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than Except as set forth in the ordinary course of business consistent with past practiceSEC Reports or Schedule 6(k), since December 31, 2013, there has not been, with respect to the CompanyCompany or any Subsidiary, anyany of the following occurrences which continue to exist as of the date hereof: (ai) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Companysuch company; (ciii) split, combination, combination or reclassification of any membership interests in the Companyshares of its Equity Interests; (div) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its Equity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its Equity Interests; (ev) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its Equity Interests or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits Equity Interests; (fvi) material change in the Company’s cash management practices and any method of their policies, practices, and procedures with respect to collection accounting or accounting practice 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 depositssuch company; (g) entry into any Contract that would constitute a Material Contract; (hvii) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (iviii) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Financial Statements or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (jix) material damagetransfer, destructionassignment or grant of any license or sublicense of any rights under or with respect to any Intellectual Property, or loss (whether or not covered by insurance) other than licenses granted in the ordinary course of business and consistent with past practice to its propertymanufacturers to produce products bearing Company logos; (kx) any capital investment in, or any loan to, any other Person; (lxi) acceleration, termination, material modification or amendment to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the such Company is a party or by which it is bound; (mxii) any material capital expendituresCapital Expenditures; (nxiii) imposition of any Encumbrance upon any of the properties such Company’s properties, capital stock or assets, tangible or intangible, of the Company; (oxiv) adoption, modification or termination of any: (A) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (B) Benefit Plan or (C) collective bargaining or other agreement with a Union, in each case whether written or oral; (xv) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, members, directors, officers and employees; (xvi) entry into a new line of business or abandonment or discontinuance of existing lines of business; (xvii) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qxviii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sxix) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Other than as disclosed on Schedule 4.06 of the Balance Sheet DateDisclosure Schedule, and other than in the ordinary course of business consistent with past practicesince December 31, 2018 there has not been, with respect to the CompanyCompany or any ATAX Entity, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or ATAX Material Adverse Effect; (b) amendment of the Organizational Documents of the CompanyCompany or any ATAX Entity; (c) split, combination, combination or reclassification of any membership interests equity interest in the CompanyCompany or any ATAX Entity; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership partnership or other equity interests in the CompanyCompany or any ATAX Entity, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership partnership or equity interests in the CompanyCompany or any ATAX Entity; (e) declaration material change in any method of accounting or payment of any distributions on accounting practice, except as required by GAAP or in respect of any membership interests as disclosed in the Company or redemption, purchase, or acquisition of notes to the Company’s outstanding membership interestsATAX SEC Documents; (f) material change other than in the Company’s cash management practices and any Ordinary Course of their policiesBusiness, 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; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (ig) other than in the Ordinary Course of Business, any transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet of Company or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation entitlements of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (oh) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pi) purchaseresignation or termination of any officer, leasekey employee or group of employees of Company or any ATAX Entity; (j) material change in any compensation arrangement or Contract with any employee, officer or other acquisition director of a Seller providing services to the right to ownCompany or any ATAX Entity; (k) damage, use destruction or lease any property loss, whether or assets for an amount not covered by insurance, in excess of $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 or supplies in the ordinary course of business consistent with past practice25,000; (ql) acquisition by merger amendment or consolidation with, or by purchase modification 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 thereofSignificant Contract; (rm) action by other than in the Company to makeOrdinary Course of Business, change, declare or rescind pay any Tax election, amend any Tax Return, dividend or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Perioddistribution; or (sn) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJune 30, 2023, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws, or other organizational documents of the Company; (c) split, combination, or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements; (ji) material damagetransfer, destructionassignment, or loss (whether grant of any license or not covered by insurance) sublicense of any material rights under or with respect to its propertyany Intellectual Property; (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification to or amendment to, or cancellation of any Material Contract material contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (ml) any material capital expenditures; (nm) imposition of any Encumbrance upon any of the properties Company properties, capital stock, or assets, tangible or intangible; (n) adoption, modification, or termination of the Companyany: (i) material employment, severance, retention, or other agreement with any current or former employee, officer, director, independent contractor, or consultant, (ii) benefit plan, or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers, and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) 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 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 or supplies in the ordinary course of business consistent with past practice; (qr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2014, and other than in the ordinary course of business consistent with past practicepractice and/or except as disclosed in Schedule 2.15 of the Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in of the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any of the Company’s membership interests in the Companyor other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any the Company’s membership interests in the Companyor other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any the Company’s capital membership interests in the Company or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interests or other equity interests; (f) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Assets or cancellation of any debts or entitlements; (j) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties Company’s properties, membership interests or assetsAssets, tangible or intangible, of the Company; (o) grant of any bonuses, whether monetary or otherwise, or any general wage, salary or compensation increases in respect of its officers; (p) 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; (q) any loan to, or entry into any other transaction with, any of its officers; (r) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pt) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($50,000, 100,000.00) individually (in the case of a lease, per annum), ) or Five Hundred Thousand Dollars ($100,000 500,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rv) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, retention, change in control or other plan, Contract or commitment for the benefit of any of its officers (or any such action taken with respect to any other Benefit Plan); (w) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; (x) reduction or write-down by the Company in the reserve estimated for the Leases; (y) any termination or entering into any hedging positions (including fixed price controls, collars, swaps, caps, hxxxxx and puts); or (sz) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, or as specifically contemplated by this Agreement and the Ancillary Agreements, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, of its capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business or consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oi) 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 employee 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; (r) hiring or promoting any person; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation, 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; (pw) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practiceamount; (qx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (ry) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent in respect of any Post-Closing Tax Period; or (sz) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Companyany Seller, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents any organizational documents of the Companyany Seller; (c) split, combination, or reclassification of any membership interests in the Companyinterest; (d) issuanceredemption, sale, purchase or other disposition of, or creation acquisition of any Encumbrance on, any Seller’s membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyinterest; (e) declaration material change in any method of accounting or payment of any distributions on accounting practice for the Business, except as required by GAAP or in respect of any membership interests as disclosed in the Company or redemption, purchase, or acquisition of notes to the Company’s outstanding membership interestsFinancial Statements; (f) material change in the Company’s cash management practices and any of their 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; (g) entry into any Contract that would constitute a Material Contract; (hg) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or that would constitute Purchased Assets; (i) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting, or that would constitute, Purchased Assets; (j) transfer or assignment of or grant of any license or sublicense under or with respect to any asset or right that is or would constitute a material Intellectual Property Asset; (k) material damage, destructiondestruction or loss, or loss (any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Assigned Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is boundPermit; (m) entry into any new (or departure from, or abandonment or discontinuance of, any) line of business; (n) any capital investment in, or loan to, any Person; (o) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the CompanyPurchased Assets; (oi) 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 current or former employees, officers, managers, 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, manager, director, consultant or independent contractor; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer other than to fill a vacancy in the ordinary course of business; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former members, managers, directors, officers or employees; (t) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pu) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00025,000, individually (in the case of a lease, per annum), ) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rw) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset Liability of Buyer in respect of any Post-Closing Tax Period; or (sx) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the CompanyCompany Membership Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, purchase or acquisition of any of the Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Licensed Intellectual Property; (k) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible, of the Company; (oi) 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, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $250,000; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, 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; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Affiliates, members or current or former managers, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pv) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000250,000, 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 or supplies in the ordinary course of business consistent with past practice; (qw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (rx) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sy) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practicebusiness, there has not been, with respect to the either Company, any: (ai) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectamendment of either Companies’ Organizational Documents; (b) amendment of the Organizational Documents of the Company; (cii) split, combination, combination or reclassification of any shares of either Company’s capital stock or membership interests in the Companyinterests; (diii) issuance, sale, sale or other disposition ofof either Company’s capital stock, or membership interests, or creation of any Encumbrance on, any membership interests in the either Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of either Company’s capital stock or membership interests in the Companyinterests; (eiv) declaration or payment of any dividends or distributions on or in respect of any of either Company’s capital stock or membership interests in the Company or redemption, purchase, purchase or acquisition of the either Company’s outstanding capital stock or membership interests; (fv) material change in any method of accounting or accounting practice of either Company, except as required by GAAP or Law, or as disclosed in the Company’s cash management practices and any of their policies, practices, and procedures with respect notes 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 depositsthe Financial Statements; (gvi) entry into any Contract by either Company that would constitute a Material Contract; (hvii) incurrence, assumption or guarantee by either Company of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (iviii) transfer, assignment, sale, sale (other than sales of inventory in the ordinary course of business) or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlementsentitlements by either Company; (jix) transfer, assignment or grant by either Company of any license or sublicense of any material rights under or with respect to any Intellectual Property; (x) material damage, destruction, destruction or loss (whether or not covered by insurance) to its either Company’s property, including Leased Real Property; (kxi) any capital investment in, or any loan from either Company to, any other Person; (lxii) acceleration, termination, material modification to or cancellation of any Material Contract (includingby either Company, but not limited to, other than any material modifications expressly required by the terms of such Material Contract) to which the Company is a party or by which it is bound; (mxiii) any material capital expendituresexpenditures by either Company; (nxiv) to Sellers’ Knowledge, the imposition of any Encumbrance upon any of the properties material properties, Leased Real Property, capital stock or assets, tangible or intangible, of the either Company; (oxv) (A) grant of any material bonuses, whether monetary or otherwise, or material increase in any wages, salary, severance, pension or other compensation or benefits in respect of either Company’s officers, directors or consultants, other than as provided for in any written agreements or required by applicable Law, (B) material change in the terms of employment by either Company for any of its officers or any termination by either Company of any of its employees, in each case for which the aggregate costs and expenses exceed $25,000, or (C) action to accelerate the vesting or payment of any compensation or benefit for any officer, director or consultant; (xvi) adoption, modification or termination by either Company of any: (A) employment, severance, retention or other agreement with any of its current or former officers, directors or consultants, (B) Benefit Plan or (C) collective bargaining or other agreement with a Union, in each case whether written or oral; (xvii) any loan by either Company to (or forgiveness of any loan by any Company to) any of either Company’s stockholders, directors, members, managers, officers and employees or entry by either Company into any transaction involving payments to or from or other financial obligations owed to or owing from any Seller or any Affiliate of any Seller (other than a Company); (xviii) entry by either Company into a new line of business or abandonment or discontinuance of existing lines of business; (xix) adoption by either Company of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing by either Company of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent by either Company to the filing of any bankruptcy petition against it under any similar Law; (pxx) purchase, lease, lease or other acquisition by either Company of the right to own, use or lease any property or assets for an amount in excess of $50,000, 25,000 individually (in the case of a lease, per annum), ) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practicebusiness; (qxxi) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or stock or other equity of, or by any other manner, any business or any Person or any division thereofthereof by either Company; (rxxii) action by the either Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sxxiii) entry into any Material Contract by either Company or Sellers to do any of the foregoing. (b) Since April 30, 2012, and other than in the ordinary course of business, there has not been, with respect to either Company, any event, occurrence or development that has had, or any action could reasonably be expected to have, individually or omission that would result in any of the foregoingaggregate, a Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in accordance with the terms of this Agreement or in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s , except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oq) (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, other than as required by the terms of this Agreement or as required by applicable Law, 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; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other similar agreement, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation, 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; (pw) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (ry) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sz) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.07 of the Disclosure Schedule, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Governing Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s , except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kn) any capital investment in, or any loan to, any other Person; (lo) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mp) any material capital expenditures; (nq) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (or) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification 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; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of the Sellers, the Trustees, former stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (px) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $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 or supplies in the ordinary course of business consistent with past practice; (qy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rz) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (saa) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company; (b) amendment of the Organizational Documents charter, bylaws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests of its capital stock (other than in connection with the Companyexercise of Options or the conversion of the Convertible Notes), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceother than PPP Loan #2; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration; (m) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kn) any capital investment in, or any loan to, any other Person; (lo) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mp) any material capital expenditures; (nq) imposition of any material Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $20,000, or (iii) action to accelerate the vesting (other than vesting of restricted Company Stock and the Options in accordance with the Closing) or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) benefit plan or program for any current or former employee, officer, director, retiree, independent contractor or consultant of the Company, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (px) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00020,000, individually (in the case of a lease, per annum), ) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rz) action by the Company to (i) make, change, change or rescind any Tax election, (ii) amend any Tax ReturnReturn , or take any position on (iii) change any Tax Returnaccounting method or annual accounting period for Taxes, take any action, omit to take any action, or (iv) enter into any other transaction that would have the effect Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, closing agreement, or settlement or compromise of increasing the Tax liability any claim or reducing any Tax asset of Buyer assessment in respect of Taxes, (v) consent to the extension or waiver of the limitation period applicable to the assessment or collection of any Post-Closing Tax PeriodTaxes, (vi) surrender any right to claim a refund of Taxes, or (vii) fail to timely pay when due any Tax; or (saa) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents certificate, operating agreement or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the CompanyInterest; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the CompanyInterest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company); (e) declaration or payment of any distributions on or in respect of any membership interests in to the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interestsInterest; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) transfer or assignment of or grant of any license or sublicense under or with respect to any [material] Company Intellectual Property or Company IP Agreements [except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice]; (k) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oq) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $1,000, 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; (r) 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; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pv) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rx) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sy) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanySeller, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of Seller, other than the CompanyAmended and Restated Operating Agreement to be effective as of the Closing Date; (c) split, combination, combination or reclassification of any membership interests in the CompanySeller; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the CompanySeller, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the CompanySeller; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company Seller or redemption, purchase, purchase or acquisition of the Companyany of Seller’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of Seller, except as disclosed in the Company’s cash management practices and any of their policies, practices, and procedures with respect notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (i) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (j) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration; (k) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kl) any capital investment in, or any loan to, any other Person; (lm) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company Seller is a party or by which it is bound; (mn) any material capital expenditures; (no) imposition of any Encumbrance upon any of the Seller’s properties or assets, tangible or intangible, of the Company; (op) increase in the compensation of its employees other than in the ordinary course of business; (q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, or (ii) Benefit Plan, in each case whether written or oral; (r) entry into any agreement with an Affiliate of Seller; (s) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qt) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (su) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than except as set forth in Section 3.08 of the Disclosure Schedules, the Business has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to the Business or the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregateaggregate with any and all such other events, occurrences and developments, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of (or agreement or commitment to grant) any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the Company’s cash management practices and any of their policies, practices, and procedures with respect notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties properties, capital stock or assets, tangible or intangibleintangible of the Business; (i) (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; (j) 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; (k) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any Affiliate or any of the Company’s or any of its Affiliates’ stockholders or current or former directors, officers or employees; (ol) adoption cancellation of any plan of mergerdebts or claims or amendment, consolidation, reorganization, liquidation, termination or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing waiver of any bankruptcy petition against it under any similar Law;rights constituting Purchased Assets; or (pm) purchase, lease, any other material action or other acquisition event outside of the right to own, use or lease any property or assets 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingbusiness.

Absence of Certain Changes, Events and Conditions. Since the date of the Balance Sheet DateSheet, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, been any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; as used herein, a "Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, prospects, condition (financial or otherwise) or assets of the business of the Seller, (b) the value of the Purchased Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; (b) amendment of the Organizational Documents of the Company; (c) split, combination, or reclassification of any membership interests in the Company; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of Seller's capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsSeller's capital stock; (fc) material change in any method of accounting or accounting practice for the Company’s business of the Seller, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) material change in cash management practices and any of their policies, practices, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (ge) entry into any Contract that would constitute a Material Contract; Contract (hx) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of by which any of the assets shown Purchased Assets are bound or reflected in the Balance Sheet affected or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contracty) to which the Company Seller is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition bound 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 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 or supplies in the ordinary course of business consistent connection with past practice; (q) 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 its business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax PeriodPurchased Assets; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.as used herein "

Absence of Certain Changes, Events and Conditions. Since Other than as disclosed in the Balance Sheet DateSEC Filings, since the date of the Company’s last interim balance sheet, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyCompany or any of its Subsidiaries, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the CompanyCompany (including the Charter) or any of its Subsidiaries; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet interim balance sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (ki) any capital investment in, or any loan to, any other Person; (lj) acceleration, termination, material modification or amendment to or cancellation of any Material Contract (including, but not limited to, any Material Contract) material contract to which the Company is a party or by which it is bound; (mk) any material capital expenditures; (nl) imposition of any Encumbrance upon any of the properties properties, capital stock or assets, tangible or intangible, of the CompanyCompany or any of its Subsidiaries; (m) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (n) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (o) entry into a new line of business or abandonment or discontinuance of existing lines of business; (p) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof;; or (r) action by the Company to make, change, any contract or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Schedule 3.8, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of any of the Organizational Charter Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, of shares of capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its shares of capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits shares of capital stock; (f) material change in the Company’s any method of accounting or accounting practice; (g) material change in its cash management practices and any of their related policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into termination of any Contract with any Customer or receipt of notice from any Customer that would constitute a Material Contractit intends to terminate its Contract or relationship with the Company; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements. (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oi) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $5,000, 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; (r) 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; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pu) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $100,000 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 or supplies in the ordinary course of business consistent with past practice; (qv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rw) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sx) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practicepractice or as set forth on Section 4.07 of the Company’s Disclosure Schedules, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts debts, liens or entitlements; (ji) transfer, assignment or grant of any license or sublicense of any material damage, destruction, rights under or loss (whether or not covered by insurance) with respect to its propertyany Intellectual Property; (kj) any capital investment in, or any loan to, any other Person; (lk) acceleration, termination, material modification or amendment to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (ml) any material capital expenditures; (nm) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible; (n) adoption, modification or termination of the Companyany: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, purchase or acquisition of any of the Company’s 's outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Company’s ; (g) material change in the Company's cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (jk) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kn) any capital investment in, or any loan to, any other Person; (lo) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mp) any material capital expenditures; (nq) imposition of any Encumbrance upon any of the Company's properties or assets, tangible or intangible; (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, managers, 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, manager, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, 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; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any Seller or any current or former managers, officers and employees of the Company; (ov) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (px) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $100,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qy) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (rz) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (saa) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and except as indicated in Section 3.10 of the Disclosure Schedule, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (k) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oq) 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; (r) adoption, modification or termination of any severance, retention or other agreement with any current or former officer, director, independent contractor or consultant; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (t) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 or supplies in the ordinary course of business consistent with past practice; (qu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sv) any Material Contract to do any of the foregoing, or or, to the Knowledge of the Sellers, any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Other than as disclosed in the Balance Sheet DateSEC Filings, since the date of the Company's last interim balance sheet, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyCompany or any of its Subsidiaries, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the CompanyCompany (including the Charter) or any of its Subsidiaries; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet interim balance sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (ki) any capital investment in, or any loan to, any other Person; (lj) acceleration, termination, material modification or amendment to or cancellation of any Material Contract (including, but not limited to, any Material Contract) material contract to which the Company is a party or by which it is bound; (mk) any material capital expenditures; (nl) imposition of any Encumbrance upon any of the properties properties, capital stock or assets, tangible or intangible, of the CompanyCompany or any of its Subsidiaries; (m) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (n) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (o) entry into a new line of business or abandonment or discontinuance of existing lines of business; (p) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets 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 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, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof;; or (r) action by the Company to make, change, any contract or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, to Seller’s knowledge, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership Partnership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership Partnership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership Partnership interests in the Company, except pursuant to this Agreement and a separate purchase agreement entered into between Buyer and Waste Management; (e) declaration or payment of any distributions on or in respect of any membership Partnership interests in the Company or redemption, purchase, purchase or acquisition of any of the Company’s outstanding membership Partnership interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;. (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlementsentitlements other than the repayment of the $244,000 loan to Seller as of September 30, 2015; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible, of the Company; (oq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (r) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pt) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,0005,000, individually (in the case of a lease, per annum), ) or $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 or supplies in the ordinary course of business consistent with past practice; (qu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (rv) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sw) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practicepractice or as set forth on Schedule 3.08, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Companyof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ij) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet since the Balance Sheet Date or cancellation of any debts or entitlements; (jk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (l) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (km) any capital investment in, or any loan to, any other Person; (ln) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mo) any material capital expenditures; (np) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (oi) 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 employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) material change in the terms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (r) except with respect to Kozaris, the 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; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pv) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $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 or supplies in the ordinary course of business consistent with past practice; (qw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rx) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sy) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Company; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, purchase or acquisition of any of the Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gh) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (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 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 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, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Absence of Certain Changes, Events and Conditions. Since the Company Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws or other organizational documents of the Company; (c) split, combination, combination or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in of its capital stock, except as reflected on Section 2.4 of the CompanyCompany Disclosure Schedule; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company of its capital stock or redemption, purchase, purchase or acquisition of the Company’s outstanding membership interestsits capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Company Financial Statements; (g) entry into any Contract contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Company Balance Sheet or cancellation of any debts or entitlements; (j) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (k) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kl) any capital investment in, or any loan to, any other Person; (lm) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mn) any material capital expenditures; (no) imposition of any Encumbrance upon any of the properties Company properties, capital stock or assets, tangible or intangible, of the Company; (op) except as set forth in Section 2.4(p) of the Company Disclosure Schedule, (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 employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Legal Requirement, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (q) 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) Company Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law Legal Requirement 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 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 or supplies in the ordinary course of business consistent with past practice; (qu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rv) action by the Company to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction action described in Section 2.18(h) that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent in respect of any Post-Closing Tax Period; or (sw) any Material Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except as set forth on Section 3.08 of the Disclosures Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (ai) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (bii) amendment of the Organizational Documents of the Company; (ciii) split, combination, combination or reclassification of any membership interests in the Company; (div) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests in the Company; (ev) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, purchase or acquisition of any of the Company’s outstanding membership interests; (fvi) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (vii) material change in the Company’s cash management practices and any of their its policies, practices, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (gviii) entry into any Contract that would constitute a Material ContractContract or acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (hix) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ix) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (jxi) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (xii) 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; (xiii) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (kxiv) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (mxv) any material capital expenditures; (nxvi) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible, of the Company; (oA) 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, managing member, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, in each case, other than in the ordinary course of business consistent with past practice and immaterial in amount either individually or in the aggregate; (B) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $20,000; or (C) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, managing member, independent contractor or consultant; (xviii) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business (other than in the ordinary course of business consistent with past practice and not involving promotion of any non-officer to an officer role); (xix) other than in the ordinary course of business consistent with past practice, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, managing member, independent contractor or consultant, (ii) Benefit Plan (except as required by applicable Law) or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (xx) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managing member, officers and employees; (xxi) entry into a new line of business or abandonment or discontinuance of existing lines of business; (xxii) adoption of any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pxxiii) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum), ) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qxxiv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (rxxv) action by the Company to make, change, change or rescind any material Tax election, or amend any material Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sxxvi) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyAGB, any: (a) event, occurrence, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents constating documents or other organizational documents of the CompanyAGB; (c) split, combination, consolidation or reclassification of any membership interests shares in the CompanyAGB; (d) issuance, sale, sale or other disposition of, or creation of any Encumbrance on, any membership interests shares in the CompanyAGB, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any membership interests shares in the CompanyAGB; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests shares in the Company AGB or redemption, purchaseretraction, purchase or acquisition of the Company’s outstanding membership interestsits shares; (f) material change in any method of accounting or accounting practice of AGB, except as required by IFRS or as disclosed in the Company’s cash management practices and any of their policies, practices, and procedures with respect notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material ContractContract other than with the Purchaser or in connection with the Transaction; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except (i) unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice or (ii) with the Purchaser; (i) transfer, assignment, sale, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (k) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any Material material Contract (including, but not limited to, including any Material Contract) to which the Company AGB is a party or by which it is bound; (m) any material capital expenditures, unless disclosed in this Agreement; (n) imposition of any Encumbrance upon any of the properties AGB’s properties, shares or assets, tangible or intangible, of the Company; (oi) adoption grant of any plan of mergerbonuses, consolidation, reorganization, liquidationwhether monetary or otherwise, or dissolution increase in any wages, salary, severance, pension or filing other compensation or benefits in respect of a petition its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in bankruptcy under any provisions written agreements or required by applicable Law, (ii) change in the terms of federal employment for any employee or state bankruptcy Law or consent to the filing any termination of any bankruptcy petition against it under employees, or (iii) action to accelerate the vesting or payment of any similar Lawcompensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (p) 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; (q) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees; (r) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings seeking to adjudicate AGB a bankrupt or insolvent, making a proposal with respect to AGB 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 AGB or for any substantial part of its properties and assets or a creditor or any other Person commences any proceeding against AGB 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; (s) purchase, lease, lease or other acquisition of the right to own, use or lease any property or assets 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)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qt) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets, stock, assets or other equity shares of, or by any other manner, any business or any Person or any division thereof;; or (ru) action by the Company AGB to make, change, change or rescind any Tax election, amend any Tax Return, Return or take any position on any Tax Return, take any action, omit to take any action, action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingAGB.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, and other than as set forth in Section 4.07 of the Disclosure Schedules, there has not been, with respect to the CompanySeller, any: (a) event, occurrence, or development that has had, or or, to the Knowledge of Seller, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents charter, by-laws, or other organizational documents of the CompanySeller; (c) material change in any 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) split, combination, or reclassification of any membership interests in the Companyshares of its capital stock or other unit of ownership; (de) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyof its capital stock or other unit of ownership, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyof its capital stock or other unit of ownership; (ef) declaration or payment of any dividends or distributions on or in respect of any membership interests of its capital stock other than in the Company ordinary course of business, or redemption, purchase, or acquisition of the Company’s outstanding membership interestsits capital stock or other unit of ownership; (fg) material change in the Companyany Seller’s cash management practices and any of their 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; (gh) entry into any Contract that would constitute a Material Contract; (hi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet which either (A) were material to the Business Operations as conducted on the Balance Sheet Date, or (B) have a value in excess of $50,000 or (ii) cancellation of any debts or entitlementsentitlements having a value in excess of $50,000; (jk) transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property or IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any IP Registration; (m) material damage, destruction, or loss (whether or not covered by insurance) to its property; (kn) any capital investment in, or any loan to, any other Person; (lo) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) except pursuant to which the Company is a party expiration or by which it is boundcompletion thereof); (mp) any material capital expendituresexpenditures in excess of $50,000; (nq) imposition of any Encumbrance (excluding Permitted Encumbrances) upon any of the properties or assets, tangible or intangible, of the CompanyPurchased Assets; (or) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, members, owners, or current or former directors, officers, and employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) 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; (pu) purchase, lease, or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00025,000, individually (in the case of a lease, per annum), ) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (qv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, assets or other equity stock of, or by any other manner, any business or any Person or any division thereof; (rw) action by the Company any Seller to make, change, change or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sx) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingforgoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence, or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination, or reclassification of any membership interests in the Companyshares of its capital stock; (d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Companyshares of its capital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Companyshares of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any membership interests in the Company shares of its capital stock or redemption, purchase, or acquisition of the Company’s outstanding membership interestsany shares of its capital stock; (f) material change in any method of accounting or accounting practice of the Company’s cash management practices and any of their policies, practices, and procedures with respect except as required by GAAP or as disclosed in the notes 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 depositsthe Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale, or other disposition of any of the material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (j) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements other than in the ordinary course of business; (k) material damage, destruction, or loss (whether or not covered by insurance) to its property; (kl) any capital investment in, or any loan to, any other Person; (lm) acceleration, termination, or cancellation of, or material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) Contract to which the Company is a party or by which it is bound; (mn) any material capital expenditures; (no) imposition of any Encumbrance upon any of the properties Company’s properties, capital stock, or assets, tangible or intangible, of the Company; (op) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension, or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors, or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $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; (q) hiring or promoting any person as or to an officer or any key employee below officer except to fill a vacancy in the ordinary course of business and except as provided in the Employment Agreement; (r) 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 agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers, and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (pv) purchase, lease, or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,00010,000, individually (in the case of a lease, per annum), ) or $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 or supplies in the ordinary course of business consistent with past practice; (qw) 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; (rx) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer the Parent in respect of any Post-Closing Tax Period; or (sy) any Material Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.