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, the business of SLG has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) 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 Most Recent Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness, and there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document the Governing Documents of SLGthe Company; (c) split, combination or reclassification of any membership interests; (d) shares of its capital stock; issuance, sale or other disposition of any of its membership interestscapital stock (except with respect to the exercise of Company Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (ed) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (fe) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gf) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract or acceleration, termination, material modification to or cancellation of any Material Contract; (ig) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness and Indebtedness that does not exceed $50,000; (jh) transfer, assignment, sale or other disposition of any of the assets (other than cash) shown or reflected in the Most Recent Balance Sheet or cancellation of any debts or entitlementsSheet; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Owned Intellectual Property or SLG Company IP Agreements, other than non-exclusive licenses granted to customers pursuant to the Company’s standard customer agreement(s) in the Ordinary Course of Business; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (nk) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (ol) except with respect to the CoBank Indebtedness any right or claim (or series of related rights and Liabilitiesclaims) involving more than $25,000 cancelled, accelerationcompromised, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is boundwaived; (pm) material capital expendituresany Action commenced or settled; (qn) any material capital expenditures or commitments therefor or deferral of any capital expenditures previously approved by the Company’s board of directors; (o) imposition of any Encumbrance (other than Lien except Permitted Encumbrances) Liens upon any of SLG’s the Company properties, membership interests capital stock or assets, tangible or intangible; (rp) except as set forth on Section 3.08(r) hiring, engagement, or termination of the Disclosure Schedules, employment or service of any employee or independent contractor with annualized base compensation or consulting fees in excess of $100,000; (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, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, material change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantconsultant except as provided for under this Agreement; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (tr) except as set forth in Section 3.08(t) of the Disclosure Schedules required by Law, adoption, modification or termination of any 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 Unionunion, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Stockholder or current or former members, directors, officers or employeesand employees in excess of $25,000; (vt) any amounts payable that have remained unpaid for more than 60 days after receipt thereof; (u) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wv) 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; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,00015,000, individually (in the case of a lease, per annum) or $500,000 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 Ordinary Course of business consistent with past practiceBusiness; (yx) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zy) action by SLG 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 Purchaser in respect of any Post-Closing Tax Periodperiod following the Closing; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 3.8 of the Disclosure Schedules, from the Balance Sheet DateDate until the date of this Agreement, the business of SLG has been conducted Acquired Companies have operated in the ordinary course of business and consistent with past practice, practice and Good Industry Practices and there has not been, with respect to SLGany Acquired Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment or modification of its Organizational Document of SLGDocuments; (c) split, combination or reclassification of any membership interests; (d) issuance, sale sale, pledge or other disposition of any of its membership interestsOwnership Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsOwnership Interests or allow an Encumbrance on such Ownership Interests; (ed) except pursuant to the ADM Redemption Agreement, declaration or payment of dividends and any dividends or distributions on or in respect of any of its membership interests Ownership Interests or Assets, or redemption, purchase or acquisition of its membership interestsOwnership Interests; (fe) material change in any method of its accounting or Tax policies or accounting practice of SLGpractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (gf) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness, except (i) unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business and consistent with past practice, and (ii) the Intercompany Debt; (jg) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on the Balance Sheet or cancellation otherwise, except in the ordinary course of any debts or entitlementsbusiness and consistent with past practice; (kh) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsleased employees for which any Acquired Company is liable, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as agreements set forth in Section 3.08(t3.8(h) of the Disclosure Schedules adoption, modification or termination of any Schedule; (i) employmentacquisition by merger or consolidation with, severanceor by purchase of any portion of the assets or equity interests of, retention or by any other agreement with manner, any current business or former employee, officer, director, independent contractor any Person or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oralany division thereof; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wj) 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; (xk) purchasetermination, lease material amendment, grant of any waiver of any material term under, grant of any material consent with respect to, or failure to comply in any material respect with, any Material Contract; (l) liquidation, dissolution or winding up of its business or operations; (m) settlement of any Claim or compromise or settlement of any liability, other acquisition than (i) payment of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (accounts payable in the case ordinary course of a leasebusiness and consistent with past practice, per annumand (ii) payoff of Indebtedness; (n) cancellation or $500,000 material change of coverage under any insurance policy; (o) making of any material change in the aggregate (in levels of Inventory maintained at the case of a lease, Facility for the entire term applicable time of the lease, not including any option term)year, except for purchases such changes as are consistent with Good Industry Practices; (p) change, in any material respect, of the Acquired Companies’ credit practices, collection policies, or investment, financial reporting, or the manner in which the books and records of each Acquired Company are maintained, or except in the ordinary course of business and in accordance with Good Industry Practices, inventory practices or supplies policies; (q) sale, lease, transfer, distribution, assignment or other disposition of Environmental Attributes or Tax credits; (r) agreement to any covenants, conditions or restrictions or rezoning affecting the Real Property that would prohibit, limit, restrict or materially change the current use and occupancy of the Real Property or limit or restrict the conduct of the business of any of the Acquired Companies as currently being conducted; (s) purchase or sale of power, capacity, gas or related products which would bind any of the Acquired Companies beyond one Business Day after the Closing Date; (t) except as required by Good Industry Practices, modification of the Facility, or any component thereof, in any way, other than maintenance and repair in the ordinary course of business consistent with past practice; (yu) except failure to make required capital expenditures for the APC MergerFacility in the ordinary course of business consistent with past practice and Good Industry Practices; (v) acquisition, acquisition by merger transfer or consolidation with, or by purchase of a substantial portion of the assets or stock termination of, or by amendment to, any interest of any Acquired Company in any real property; (w) waiver or release of any material rights or remedies of the Acquired Companies; (x) provision of any credit support in respect of any obligations of any other manner, any business of any Person or any division thereofPerson; (y) fail to maintain at least 35.2 MW capacity in the ISO-NE forward capacity market; (z) action by SLG to make, change making or rescind changing of any material Tax election, amend adoption or change of a material Tax accounting method, filing of any Tax Return or take any position on any amended Tax Return, take entering into of any actionclosing agreement with respect to Taxes, omit to take any action or enter into any other transaction that would have the effect settlement of increasing the Tax liability or reducing any Tax asset of Buyer in respect claim or assessment, surrender of any Post-right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, in each case with respect to any Acquired Company or its assets or operations if such election, adoption, change, amendment, agreement, settlement, surrender or consent would be reasonably likely to materially adversely affect the Acquired Companies with respect to a taxable period ending after the Closing Tax PeriodDate; or (aa) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Balance Sheet DateCompany Disclosure Letter, from January 1, 2022 through the business date of SLG has been conducted in the ordinary course of business consistent with past practicethis Agreement, and (i) there has not been, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, been any event, change, effect, development or occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;Effect and (ii) the Company and its Subsidiaries have, in all material respects, conducted their respective businesses and operated their respective properties in the ordinary course of business consistent with past practice. (b) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Company Disclosure Letter, from January 1, 2022 until the date of this Agreement, there has not been, with respect to the Company or any of its Subsidiaries, any: (i) amendment of Organizational Document or other change to the Governing Documents of SLGthe Company or any of its Subsidiaries or any action outside of such entity’s purpose set forth in such Governing Documents; (cii) split, combination or reclassification of any membership interestsshares of its capital stock; (diii) issuance, sale or other disposition of any (a) options, warrants, Contracts or other rights, arrangements or commitments to acquire the capital stock of its membership interestssuch Person, (b) shares of capital stock of or other voting securities or ownership, membership, partnership, joint venture or equity interests in such Person, and (c) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness having voting rights or convertible into or exchangeable for securities having voting rights) or ownership, membership, partnership, joint venture or equity interests in such Person, in all cases whether vested or unvested, or grant of any options, warrants or other rights to purchase or obtain such equity interests in subsection (including upon conversion, exchange or exercisea) any of its membership intereststhrough (c) hereof; (eiv) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice practice, principle, assumption, convention or policy of SLGthe Company or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (gv) material change incurrence, assumption, guarantee or endorsement of any Indebtedness, in SLG’s cash management practices and its policieseach case, practices and procedures with respect to in an amount greater than $100,000, individually, or $250,000, in the aggregate, or issuance or sale of any debt securities or guarantee any debt securities of others; (vi) acceleration, beyond the normal collection cycle, collection of accounts receivable, establishment receivable or delay beyond normal payment terms of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade any accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred than in the ordinary course of business consistent with past practice; (jvii) (A) sale, transfer, assignment, sale lease or other disposition of any of the assets or property shown or reflected on the consolidated balance sheet of the Company as of December 31, 2021, except inventory in the Balance Sheet ordinary course of business consistent with past practice; (B) lease, sublease or cancellation license of any real property of the Company or any of its Subsidiaries, (C) mortgage or Lien of any property or assets of the Company or any of its Subsidiaries, other than Permitted Liens; or (D) forgiveness, cancellation or waiver of any material debts owed to or entitlementsmaterial claims held by the Company or any of its Subsidiaries; (kviii) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsincluding any bonus payments, other than as provided for in any written agreementsagreements in effect on or prior to the date of this Agreement and listed in the Company Disclosure Schedules; (ix) adoption, required amendment or modification of any Company Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company and its Subsidiaries by applicable Law more than 5% percent of its existing annual obligations to such plans; (x) entry into any collective bargaining agreement or other agreement or understanding or other Contract with any labor union, labor organization or other representative of employees; (xi) hiring, transfer, or termination of the employment of any employee of the Company or any of its Subsidiaries other than: (1) a termination of employment by the Company or such Subsidiary for cause; or (2) the hiring of an employee, in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of practice whose annualized compensation is less than $180,000 and whose employment for any employee is terminable at will without notice or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantseverance requirements; (sxii) hiring acquisition by merger or promoting consolidation with, or by purchase of the material assets or equity of, or by any person with a salary (other manner, any business or expected total compensation exclusive of benefits) in excess of $100,000Person or any division thereof; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wxiii) adoption of any plan of merger, consolidation, reorganization, restructuring, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xxiv) purchase, lease any capital expenditure or other acquisition of the right commitment to own, use or lease any property or assets for an amount make capital expenditure in excess of $100,000, individually, or $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceaggregate; (yxv) except for the APC Mergerentry into any Company Material Contract, acquisition by merger or consolidation withtermination of any Contracts that would constitute a Company Material Contract, or by purchase of a substantial portion of the assets amendment or stock of, or by any other manner, any business waiver of any Person or right under any division thereofCompany Material Contract; (zxvi) action by SLG failure to makepay or satisfy when due any material Liability; (xvii) waiver, release, assignment, compromise, commencement, settlement, or agreement to settle any right or pending or potential Legal Proceeding (other than a settlement solely in cash in an amount not to exceed $100,000 and paid in full prior to the First Effective Time); (xviii) sale, transfer, assignment, exclusive license, abandonment, permitted to lapse or other disposition of any Company IP, other than any Company IP that is not material to, or expected to be used or useful in connection with, the business of the Company and its Subsidiaries as currently conducted or reasonably anticipated to be conducted; (xix) settlement or compromise of any material Tax liability, material Tax proceeding or audit, change or rescind of any Tax electionelection or Tax method of accounting, 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 making of any Post-Closing new Tax Periodelection or adoption of any material new Tax method of accounting; or (aaxx) Contract any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Since May 31, 1997, there has not been any material adverse change in the Balance Sheet Datecondition (financial or otherwise) of the business or the liabilities, assets, operations, results of operations, prospects or condition (financial or other) of the Company. (b) Except as set forth in Section 2.9(b) of the Disclosure Schedule, since May 31, 1997, the Company has operated its business of SLG has been conducted in the ordinary course of business consistent with past practice, and there the Company has not beennot: (i) permitted or allowed any of its assets to be mortgaged, pledged or subjected to any Encumbrance; (ii) written down, or written up the value of any of its inventory or other assets; (iii) amended, terminated, cancelled or compromised any claims or waived any other rights, or sold, transferred or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, contracts, leasehold interests and intangible property); (iv) disposed of or permitted to lapse any patent, trademark, assumed name, service mark, xxade name or copyright application, registration or license to its business, or under which the Company has any right or license, or disclosed to any person any trade secret or process of its business, or under which the Company has any right or license; (v) granted any general increase in the compensation of the employees of the Company (including, without limitation, any such increase pursuant to any Plan, as defined in Section 2.15), or established or increased or promised to increase any benefits under any such Plan; (vi) made any material changes in the customary methods of operation of its business, including practices and policies relating to leasing, purchasing, marketing or selling; (vii) declared, made, or set aside any distributions (whether in cash, securities or other property) to its owners with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has hadUnits, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment redeemed any of Organizational Document of SLG; (c) split, combination or reclassification of any membership its equity interests; (dviii) issuance, sale incurred or other disposition of assumed any indebtedness for borrowed money or guaranteed any such indebtedness; (ix) issued or sold any of its membership interestsstock, notes, bonds or other securities (including treasury shares), or grant of any optionsoption, warrants warrant or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership intereststhe same; (ex) except pursuant to the ADM Redemption Agreement, declaration or payment of sustained any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or other casualty loss (whether or not covered by insurance) to its propertyaffecting the business or assets of the Company; (nxi) except as set forth in Section 3.08(nentered into any transaction, commitment, contract or agreement relating to its assets or business (including the acquisition or disposition of any assets) or the relinquishment of the Disclosure Schedules, capital investment in, any contract or loan to, any other Personright; (oxii) except A) granted any severance or termination pay to any director, officer or employee of the Company, B) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with respect any director, officer or employee of the Company, C) increased benefits payable under any existing severance or termination pay policies or employment agreements or D) increased compensation, bonus or other benefits payable to directors, officers or employees of the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is boundCompany; (pxiii) material granted any option to purchase, or other right to acquire, capital expendituresstock or any security or other instrument convertible into an equity interest of the Company to any Person (defined below); (qxiv) imposition changed any method of any Encumbrance accounting or accounting practice (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangibleincluding in each case tax accounting); (rxv) except as set forth on Section 3.08(r) entered into, extended, amended or terminated, any contract, agreement, lease, franchise, permit or license or any material term of any outstanding security of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, Company other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business and consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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; (sxvi) hiring made any amendment to its articles of organization or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000operating agreement; (txvii) except as set forth in Section 3.08(t) had any labor dispute or pending labor negotiation, or any event that is expected to cause or to give rise to any such labor dispute or negotiation, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to)Company, or entry into any other transaction withlockout, any of its current strike, slowdown, work stoppage or former members, directors, officers threat thereof by or with respect to such employees; (vxviii) entry into a new line of business made any loan, advance or abandonment capital contributions to or discontinuance of investment in any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 PeriodPerson; or (aaxix) Contract agreed, whether in writing or otherwise, to do take any of the foregoing, or any action or omission that would result actions specified in any of the foregoingthis Section 2.9(b).

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement, from the Interim Balance Sheet DateDate until the date of this Agreement, Seller has operated the business of SLG has been conducted Business in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGthe Business, and other than in the ordinary course of business any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee incurrence of any indebtedness for borrowed money in connection with the Business 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; (jc) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Interim Balance Sheet or Sheet; (d) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (qe) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangiblethe Purchased Assets; (rf) except as set forth on Section 3.08(r) of increase in the Disclosure Schedules, (i) grant compensation of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wg) adoption, termination, amendment or modification of any employee benefit plan; (h) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodlaw; or (aai) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 3.8 of the Seller Disclosure Schedules, from the Interim Balance Sheet Dateuntil the date of this Agreement, the business of SLG has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 to the certificate of Organizational Document formation or other organizational documents of SLGany Company; (c) split, combination combination, or reclassification reclassification, or offer to split, combine or reclassify, of any membership interestsInterest; (d) issuance, sale sale, transfer or other disposition of any of its membership interestsInterest, or authorization to offer any issuance, sale, transfer or other disposition of any Interest, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsInterest; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests Interest or redemption, purchase or acquisition of its membership interestsany, or offer to redeem purchase or acquire any, Interest; (f) material change in any method of accounting or accounting practice of SLGthe Companies, except as required by GAAP or as disclosed in the notes to the Financial StatementsLaw; (g) material change in SLG’s cash management practices and its policies, practices and procedures policies of the Companies 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 depositscash management; (h) except as set forth in Section 3.08(h) incurrence by any of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee Companies of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $250,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the any assets shown or reflected on the Interim Balance Sheet, except for the sale, consumption, or disposal of inventory in the Balance Sheet or cancellation ordinary course of business consistent with past practice and except for any debts or entitlementsassets having an aggregate value of less than $250,000; (kj) transfer or assignment except for the Transaction Expenses taken into account for purposes of or grant determining Net Working Capital for purposes of adjustments to the Purchase Price pursuant to Section 1.2 and the Closing Bonuses and Post-Closing Bonuses, increase in the compensation of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee practice or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantas required by Law; (sk) hiring adoption, termination, amendment or promoting modification of any person with a salary (or expected total compensation exclusive Benefit Plan, the effect of benefits) which in excess the aggregate would increase the obligations of $100,000any Company by more than 25% percent of its existing annual obligations to such plans; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wl) adoption by any Company of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing by any Company of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent by any Company to the filing of any bankruptcy petition against it under any similar Law; (xm) purchase, lease purchase or other acquisition of the right to own, use or lease any property or assets asset for use in the Business for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies inventory, supplies, and equipment in the ordinary course of business consistent with past practice; (yn) except for the APC Mergeradoption or change of any material Tax election, acquisition by merger adoption or consolidation withchange of any accounting method or period, or by purchase entry into any closing agreement with a Taxing Authority, surrender of any right to claim a refund of a substantial portion material amount of the assets or stock ofTaxes, or by any other manner, any business filing of any Person amendment to any Tax Return with respect to any material amount of Taxes, settlement or compromise of any division thereofmaterial Tax claim or assessment relating to the Companies; (zo) action implementation of any Employee layoffs that would result in WARN Act liability or require notice; (p) entry into, adoption, amendment, or termination of any collective bargaining agreement or other Contract with any labor organization; (q) entry into, adoption, amendment, or termination of any Contract with any Employee, officer, director or Affiliate; (r) sale, transfer, assignment, exclusive license, abandonment, permitting to lapse or other disposal of any Intellectual Property owned or purported to be owned by SLG to make, change any of the Companies; (s) hiring 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 otherwise entering into any employment, independent contractor, or consulting agreement or arrangement with any employee, consultant, independent contractor or other transaction that would have the effect of increasing the Tax liability individual service provider, or reducing any Tax asset of Buyer in respect termination of any Post-Closing Tax Periodemployee, consultant, independent contractor or other individual service provider, in each case, whose total compensation would exceed, on an annualized basis, $250,000; or (aat) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGthe Company, any: : (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; any Charter Documents; (c) split, combination or reclassification of any membership interests; shares; (d) issuance, sale or other disposition of any of its membership interestsshares, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; shares; (e) except pursuant to the ADM Redemption Agreementdeclaration, declaration commitment or payment of any dividends or distributions on or in respect of any of its membership interests shares, or any other payment, to the Seller (for clarity, excluding any such dividend or distribution in the ordinary course of business consistent with past practice and the payment of the applicable portion of the Purchase Price on the Closing Date) (“Prohibited Distributions”); (f) redemption, purchase or acquisition of its membership interests; shares; (fg) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; ; (gh) material change in SLGthe Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; ; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG the Company Intellectual Property or SLG Company IP Agreements; ; (lj) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG the Company is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, ; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (zk) action by SLG 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 or attribute of the Buyer or the Company in respect of any Post-Closing Tax Period; or (aa) 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 expressly contemplated by this Agreement or as set forth on Section 4.9 of the Balance Sheet DateParent Disclosure Schedules, the business of SLG has been conducted from January 1, 2022, Parent and its Subsidiaries have operated in the ordinary course Ordinary Course of business Business, in a manner consistent with past practicepractice and in compliance in all material respects with applicable Law. (b) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Parent Disclosure Schedules, and from January 1, 2022 until the date of this Agreement, there has not been, with respect to SLGParent or any of its Subsidiaries, any: (ai) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could would be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent and its Subsidiaries, taken as a whole; (bii) amendment of or other change to the Organizational Document Documents of SLGParent or any of its Subsidiaries or any action outside of such entity’s purpose set forth in such Organizational Documents; (ciii) split, combination or reclassification of any membership interestsshares of its capital stock; (div) issuance, sale or other disposition of any of its membership interestsEquity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsEquity Interests; (ev) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice practice, principle, assumption, convention or policy of SLGParent or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (gvi) material change incurrence, assumption, guarantee or endorsement of any Indebtedness, in SLG’s cash management practices and its policieseach case, practices and procedures with respect to in an amount greater than $100,000, individually, or $250,000, in the aggregate, or issuance or sale of any debt securities or guarantee any debt securities of others; (vii) acceleration, beyond the normal collection cycle, collection of accounts receivable, establishment receivable or delay beyond normal payment terms of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade any accounts payable, accrual other than in the Ordinary Course of other expenses, deferral of revenue and acceptance of customer depositsBusiness; (hviii) except as set forth in Section 3.08(h(A) of the Disclosure Schedulessale, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale lease or other disposition of any of the assets or property shown or reflected on the Parent Balance Sheet, except inventory in the Balance Sheet Ordinary Course of Business; (B) lease, sublease or cancellation license of any real property of Parent or any of its Subsidiaries, (C) mortgage or Lien of any property or assets of Parent or any of its Subsidiaries, other than Permitted Liens; or (D) forgiveness, cancellation or waiver of any material debts owed to or entitlementsmaterial claims held by Parent or any of its Subsidiaries; (kix) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsincluding any bonus payments, other than as provided for in any written agreements, required by applicable Law agreements in effect on or prior to the date of this Agreement and listed in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantParent Disclosure Schedules; (sx) hiring adoption, amendment or promoting modification of any person with a salary (or expected total compensation exclusive Parent Benefit Plan, the effect of benefits) which in excess the aggregate would increase the obligations of $100,000Parent and its Subsidiaries by more than 5% percent of its existing annual obligations to such plans; (txi) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of entry into any (i) employment, severance, retention collective bargaining agreement or other agreement or understanding or other Contract with any current or former employeelabor union, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining labor organization or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness representative of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (vxii) entry into a new line hiring, transfer, or termination of business or abandonment or discontinuance the employment of any existing line employee of businessParent or any of its Subsidiaries other than: (1) a termination of employment by Parent or such Subsidiary for cause; or (2) the hiring of an employee, in the Ordinary Course of Business whose annualized compensation is less than $180,000 and whose employment is terminable at will without notice or severance requirements; (wxiii) acquisition by merger or consolidation with, or by purchase of the material assets or equity of, or by any other manner, any business or Person or any division thereof; (xiv) adoption of any plan of merger, consolidation, reorganization, restructuring, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xxv) purchase, lease any capital expenditure or other acquisition of the right commitment to own, use or lease any property or assets for an amount make capital expenditure in excess of $100,000, individually, or $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceaggregate; (yxvi) except for the APC Mergerentry into any Parent Material Contract, acquisition by merger or consolidation withtermination of any Contracts that would constitute a Parent Material Contract, or by purchase of a substantial portion of the assets amendment or stock of, or by any other manner, any business waiver of any Person or right under any division thereofParent Material Contract; (zxvii) action by SLG failure to makepay or satisfy when due any material Liability; (xviii) waiver, release, assignment, compromise, commencement, settlement, or agreement to settle any right or pending or potential Legal Proceeding (other than a settlement solely in cash in an amount not to exceed $100,000 and paid in full prior to the Effective Time); (xix) sale, transfer, assignment, exclusive license, abandonment, permitted to lapse or other disposition of any Parent Owned IP, other than any Parent Owned IP that is not material to, or expected to be used or useful in connection with, the business of the Parent and its Subsidiaries as currently conducted or reasonably anticipated to be conducted; (xx) settlement or compromise of any material Tax liability, material Tax proceeding or audit, change or rescind of any Tax electionelection or Tax method of accounting, 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 making of any Post-Closing new Tax Periodelection or adoption of any material new Tax method of accounting; or (aaxxi) Contract any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing. (c) Since December 31, 2021, there has not been, with respect to Parent or any of its Subsidiaries, any declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock or any agreement or commitment to do the foregoing, or any action or omission that would result in the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of the Audited Financial Statements, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGSeller, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Amendment of Organizational Document of SLGthe charter, by-laws, or other organizational documents; (c) split, combination combination, or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale sale, or other disposition of any of its membership interestscapital stock, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase purchase, or acquisition of its membership interestscapital stock; (f) a material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements; (g) material change in SLGthe Company’s cash management practices and its policies, practices practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (j) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG material Company Intellectual Property or SLG Company IP AgreementsAgreements except non-exclusive licenses or sub-licenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in SLG Seller Intellectual Property; (m) material damage, destruction destruction, or loss (loss, whether or not covered by insurance) insurance to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (o) except with respect to other than has been reported in the CoBank Indebtedness and LiabilitiesSEC filings, any acceleration, termination, material modification to to, or cancellation of any Material Contract to which SLG Seller is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGSeller’s properties, membership interests capital stock, or assets, tangible or intangible;: (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) the grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension pension, or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($100,00010,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with as an officer or director, hiring or promoting any employee except to fill a salary (or expected total compensation exclusive vacancy in the ordinary course of benefits) in excess of $100,000business; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification modification, or termination of any any: (i) employment, severance, retention retention, or other agreement with any current or former employee, officer, director, independent contractor 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 its stockholders or current or former members, directors, officers or officers, and employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line 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; (x) purchase, lease lease, or other acquisition of the right to own, use use, or lease any property or assets for an amount in excess of ten thousand dollars ($250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term10,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (z) action by SLG 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 action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2005, except as otherwise provided in or contemplated by this Agreement, the business of SLG Seller has been conducted not: (a) other than in the ordinary course of business consistent with past practice, and there has not beensold, with respect to SLGtransferred, any:leased, subleased, licensed, encumbered or otherwise disposed of any Purchased Assets, other than the sale of obsolete Equipment; (ab) except as set forth in Section 3.08(a) permitted any of the Disclosure SchedulesPurchased Assets to be subjected to any Encumbrance; (c) made any changes, eventincluding changes to collection practices, occurrence or development that has had, or could reasonably to be expected made in the operations of the Seller; (d) made any commitments for the Seller to have, make capital expenditures in excess of $10,000 individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to made any amendment of the ADM Redemption Agreement, declaration articles of incorporation or payment bylaws of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership intereststhe Seller; (f) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Seller or any third parties that is material to the Seller or that will continue in effect after the Closing Date and not be terminable by the Seller on not more than 30 days’ written notice without payment of premium or penalty; (g) entered into any new Material Contract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (i) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (j) declared, set aside or made any payment or distribution of cash or other property to its stockholders (except as provided in (a), above) with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (l) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of SLGcalculating bad debt, except as contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by GAAP Law or as disclosed in the notes to the Financial Statementsunder GAAP; (gn) material change in SLG’s cash management practices and its policies, practices and procedures suffered any casualty loss or damage with respect to collection of accounts receivableany assets, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositswhether or not covered by insurance; (ho) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption incurred or guarantee of guarantied any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred other than indebtedness repaid at or prior to the Closing or indebtedness that will constitute Excluded Liabilities; (p) deferred the payment of any accounts payable; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business business; (r) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Seller; (t) conducted the Business outside of the ordinary and usual course consistent with past practice; (ju) transfercompromised, assignmentsettled, sale granted any waiver or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registrationrelease relating to, or failure to take otherwise adjusted any Action, Indebtedness or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to claims or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees;rights; or (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 entered into any other transaction that would have the effect of increasing the Tax liability agreement, contract, commitment or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) Contract arrangement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted Conduct in the ordinary course of business consistent with past practice, and Ordinary Course. (a) Except as described in the Offering Circular (i) there has not beenbeen any change having a Material Adverse Effect and (ii) there are no conditions known to the Company to be existing, with respect to SLGthe markets, any:proposed marketing plans, facilities, capabilities or personnel of the Company, that reasonably could be expected to have a Material Adverse Effect. (ab) except Except as set forth disclosed in Section 3.08(aSchedule 4.11(b) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually Schedule or in the aggregateOffering Circular, a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of neither the Company nor any of its membership interestsSubsidiaries has, or grant of any optionssince March 31, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests;1998: (ei) except pursuant to the ADM Redemption Agreement, declaration or payment of made any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required or policy used by GAAP or as disclosed in the notes to the Financial StatementsCompany; (gii) made any material change changes in SLG’s cash management the customary methods of operation of the Company, including practices and its policiespolicies relating to purchasing, practices and procedures with respect to collection of accounts receivablemarketing, 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 depositsselling or pricing; (hiii) failed to maintain the Company's Tangible Personal Property in good repair, ordinary wear and tear excepted, other than such Tangible Personal Property located at the Company's FunCenter sites which are scheduled to close; (iv) except as set forth in Section 3.08(h) contemplated under this Agreement, redeemed any of the Disclosure SchedulesCompany's capital stock or declared, entry into made or paid any Contract that would constitute a Material Contractdividends or distributions (whether in cash, securities or other property) to the holders of the Company's capital stock or otherwise; (iv) except as set forth in Section 3.08(i) issued or sold any of the Disclosure SchedulesCompany's capital stock, incurrencenotes, assumption bonds or guarantee other securities, or any option, warrant or other right to acquire the same, other than the Securities; (vi) merged with, been merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired (by purchase, merger, consolidation, stock acquisition or otherwise) a substantial portion of the assets of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Person or any division or line of business thereof, or otherwise acquired assets other than in the ordinary course of business consistent and in accordance with past practice; (jvii) transferexcept as disclosed in Schedule 4.13(b), assignment, sale permitted or other disposition of allowed any of the assets shown or reflected properties (whether tangible or intangible) of the Company to be subjected to any Encumbrance, except as pledged or given as security in connection with the Offering and as contemplated by the Collateral Agreements (as such term is defined in the Balance Sheet or cancellation of any debts or entitlementsIndenture); (kviii) transfer or assignment made any loan to, guaranteed any Indebtedness of or grant otherwise incurred any Indebtedness on behalf of any license or sublicense under or Person other than in connection with respect to any SLG Intellectual Property or SLG IP Agreementsthe New Units and the Preferred Units; (lix) abandonment made any capital expenditure or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment commitment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) capital expenditure in excess of $100,000; (t) except as set forth 100,000 individually or $2,000,000 in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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 Lawaggregate; (x) purchaseentered into any agreement, lease arrangement or other acquisition transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or Affiliate of such Person); (xi) allowed any permit or environmental permit that was issued or relates to the Company or any Subsidiary or otherwise relates to any asset to lapse or terminate or failed to renew any such permit or environmental permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the right Closing Date, except with respect to ownsuch permit, use environment permit or lease insurance policy which the failure to renew would not result in a Material Adverse Effect; (xii) incurred any property or assets for an amount Indebtedness, in excess of $250,000, 100,000 individually (in the case of a lease, per annum) or $500,000 in the aggregate (aggregate, other than the Indebtedness to be incurred in connection with the case of a lease, for New Units and the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practicePreferred Units; (yxiii) except for amended, modified or consented to the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business termination of any Person material contract or the Company's or any division thereofSubsidiary's rights thereunder; (zxiv) action disclosed any secret or confidential Intellectual Property (except by SLG way of issuance of a patent) or permitted to makelapse or go abandoned any material Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, change or rescind under which, the Company or any Tax electionSubsidiary has any right, amend any Tax Return title, interest 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 Periodlicense; or (aaxv) Contract agreed, whether in writing or otherwise, to do take any of the foregoingactions specified in this Section 4.11(b) except for those contemplated by this Agreement, or any action or omission that would result in any the Offering and the issuance and sale of the foregoingSeries B Preferred Units.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 4.05 of the Balance Sheet DateSeller Disclosure Letter or in the Company SEC Documents of the Seller, since November 30, 2014, (i) Seller and the business of SLG has been conducted Seller Subsidiaries have operated the Joe’s Business in the ordinary course of business consistent with past practice, and in all material respects; (ii) there has not been, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, been any event, occurrence circumstance, development, state of facts, occurrence, change or development that effect which has had, had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) there has not occurred or arisen any: (a) destruction of, damage to or loss of any material asset of the Joe’s Business that would have been a Purchased Asset that has a value of $50,000 or more (whether or not covered by insurance); (b) amendment change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller of Organizational Document of SLGany Seller Subsidiary other than any change required by GAAP or applicable Law; (c) split, combination the acceleration or reclassification delay of any membership interests; (d) issuancesale of the products of Seller or any Seller Subsidiary, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivablereceivable or payment and other current liabilities, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (jd) transfer, assignment, sale revaluation by or other disposition Seller or any Seller Subsidiary of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsPurchased Assets; (ke) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registrationtermination of, or failure to take material amendment or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan supplement to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 PeriodContract; or (aaf) Contract agreement by Seller or any Seller Subsidiary or any officer or Joe’s Employee thereof to do any of the foregoing, or any action or omission that would result things described in any of the foregoingpreceding clauses (a) through (e) (other than as contemplated in this Agreement).

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted Except as set forth in the ordinary course of business consistent with past practiceSEC Reports or Schedule 6(k), and since December 31, 2013, there has not been, with respect to SLGthe Company or any Subsidiary, anyany of the following occurrences which continue to exist as of the date hereof: (ai) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of Organizational Document the charter, by-laws or other organizational documents of SLGsuch company; (ciii) split, combination or reclassification of any membership interestsshares of its Equity Interests; (div) issuance, sale or other disposition of any of its membership interestsEquity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsEquity Interests; (ev) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests Equity Interests or redemption, purchase or acquisition of its membership interestsEquity Interests; (fvi) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statementssuch company; (gvii) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (jviii) transfer, assignment, 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; (kix) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any SLG Intellectual Property or SLG IP AgreementsProperty, other than licenses granted in the ordinary course of business and consistent with past practice to manufacturers to produce products bearing Company logos; (lx) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any loan to, any other Person; (oxi) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG such Company is a party or by which it is bound; (pxii) any material capital expendituresCapital Expenditures; (qxiii) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGsuch Company’s properties, membership interests capital stock or assets, tangible or intangible; (rxiv) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any any: (iA) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (iiB) Benefit Plan or (iiiC) collective bargaining or other agreement with a Union, in each case whether written or oral; (uxv) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former stockholders, members, directors, officers or and employees; (vxvi) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wxvii) 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; (xxviii) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (z) action by SLG 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 (aaxix) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except (x) as set forth in the Company Financial Statements as of the Company Balance Sheet Date, Date (including the business notes thereto) (y) as set forth in Section 4.8 of SLG has been conducted the Company Disclosure Schedules or (z) as arising in the ordinary course Ordinary Course of business consistent with past practiceBusiness, and from the Company Balance Sheet Date until the date of this Agreement, there has not been, with respect to SLGthe Company and each of its Subsidiaries, any: (ai) except as set forth in Section 3.08(a) amendment of the Disclosure Schedulescharter, event, occurrence by-laws or development that has had, or could reasonably be expected to have, individually or in other organizational documents of the aggregate, a Material Adverse EffectCompany; (bii) amendment declaration, setting aside, or payment of Organizational Document any dividends or distributions on or in respect of SLGany of its capital stock or any direct or indirect redemption, purchase or acquisition of its capital stock; (ciii) split, combination or reclassification of any membership interestsshares of its capital stock; (div) issuance, sale or other disposition of any of its membership interests, capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (ev) except pursuant to the ADM Redemption Agreementincurrence, declaration assumption, prepayment, amendment or payment guarantee of any dividends Indebtedness or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interestsloan to any Person; (fvi) material change in any method of financial or Tax accounting or accounting practice of SLGthe Company or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Company Financial Statements; (gvii) action by the Company or any of its Subsidiaries to (i) make, change or rescind any material change in SLG’s cash management practices and its policiesTax election, practices and procedures (ii) amend any Tax Return with respect to collection material Taxes or (iii) take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction inconsistent with prior practice, in each case, with respect to Taxes and that would have the effect of accounts receivable, establishment materially increasing the Tax liability or materially reducing any Tax asset of reserves for uncollectible accounts, accrual the Company or any of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsits Subsidiaries; (hviii) except as set forth in Section 3.08(h) adoption, modification or termination of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; any: (i) except as set forth employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Employee Benefit Plan or (iii) collective bargaining or other agreement with a labor union, in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption each case whether written or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceoral; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than (x) as provided for in any written agreementsagreements in existence on the date of this agreement, (y) in the Ordinary Course of Business or (z) as required by change in applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, 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; (sx) hiring or promoting of any person with a salary as or to (or expected total compensation exclusive of benefitsas the case may be) in excess of $100,000an officer; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (xxi) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000100,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (yxii) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zxiii) action by SLG any capital investment in, or any loan to, any Third Party; (xiv) transfer, assignment, sale, abandonment or other disposition of any of the assets shown or reflected in the Company Balance Sheet or cancellation of any debts or entitlements; (xv) imposition of any Lien upon any of the Company properties, capital stock or assets, tangible or intangible; (xvi) acceleration, termination, cancellation of or material modification to makeany Company Material Contract, change or rescind entry into any Tax electionContract that would constitute a Company Material Contract (including entry into any Charter Contracts or pooling arrangement); (xvii) any loan to (or forgiveness of any loan to), amend any Tax Return advance 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 with, any of its shareholders or current or former directors, officers and employees; (xviii) except for the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect Merger, adoption of any Post-Closing Tax Period; orplan 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; (aaxix) commence or settle any material action or waive or modify any claims or rights of substantial value; (xx) entry into any settlement, conciliation or similar agreement with any Governmental Authority; (xxi) material damage, destruction or loss (whether or not covered by insurance) to its property (including the Company Vessels); (xxii) cancellation or termination of any of the Company’s or its Subsidiary’s material insurance policies or allowance of any material coverage thereunder to lapse (unless at substantially the same time as such termination, cancellation or lapse, replacement policies providing coverage substantially equal to or greater than the coverage under such canceled, terminated or lapsed insurance policies are in full force and effect); (xxiii) any material capital expenditures; (xxiv) entry into a new line of business or abandonment or discontinuance of existing lines of business; and (xxv) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. (b) Since the Company Balance Sheet Date, there has not been, with respect to the Company and each of its Subsidiaries, any event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth in Section 4.09 of the Disclosure Schedules, since the Balance Sheet Date, : (a) the business of SLG has been conducted Acquired Companies have operated in the ordinary course of business consistent with past practice, and business; (b) there has not been, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, been a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) splitno Acquired Company (other than Hilo Nutrition, combination Inc. (“Hilo”)) has sold, leased, transferred, assigned, abandoned, permitted to lapse, or reclassification of any membership interests; (d) issuance, sale or other disposition otherwise disposed of any of its membership interestsany assets (tangible or intangible) or property, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred than in the ordinary course of business consistent with past practice; (jd) transferno Acquired Company (other than Hilo) has created, assignmentincurred, sale assumed, permitted to suffer or exist or imposed any Encumbrance (other disposition than (i) a Permitted Encumbrance and (ii) the continued existence of Encumbrances existing as of the date hereof) on any of the its assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsproperties; (ke) transfer or assignment of or grant of no Acquired Company (other than Hilo) has granted any license or sublicense of any rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation non-exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies licenses in the ordinary course of business consistent with past practice; (yf) no Seller or Acquired Company has made or authorized any amendment, modification or change in any Organizational Document of any Acquired Company; (g) no Acquired Company (other than Hilo) has sold, issued, granted, authorized the issuance of, split, combined, redeemed or reclassified, or purchased or otherwise acquired any (i) Equity Securities of any Acquired Company, (ii) option or right to acquire any Equity Securities of any Acquired Company or (iii) instrument convertible into or exchangeable for any Equity Securities of any Acquired Company; (h) no Acquired Company (other than Hilo) has declared, set aside, accrued, paid or made any dividend or other distribution with respect to its Equity Securities, except for tax distributions in the APC Mergerordinary course of business (and in accordance with the applicable Organizational Documents of such Acquired Company) and distributions from one Acquired Company to another Acquired Company; (i) no Acquired Company has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its tangible assets or property; (j) no Acquired Company (other than Hilo) has (i) made any increase or decrease in the base compensation or benefits of any of its employees, officers, directors, individual independent contractors or other individual service providers, other than annual increases of less than 5% in the aggregate for all of its employees, individual independent contractors or other individual service providers or otherwise in the ordinary course of business consistent with past practice, (ii) hired or entered into any employment or consulting agreement or arrangement with any employees, officers, directors, consultants, individual independent contractors or other individual service providers of any Acquired Company (other than Hilo) whose annual (or annualized) base compensation exceeds $150,000 (other than to fill a vacancy), or (iii) terminated the employment or service relationship of any of its employees, officers, directors, consultants, independent contractors or other individual service providers, other than for cause, whose annual (or annualized) base compensation would exceed $150,000; (k) no Acquired Company has merged or consolidated with any Person or adopted a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization or discontinued any line of business; (l) no Acquired Company (other than Hilo) has amended any Tax Return, made, changed or revoked any Tax election, settled or compromised any liability for any material Taxes, changed any annual Tax accounting period, changed any Tax accounting method, entered into any closing agreement relating to any Tax, surrendered any right to claim a Tax refund or consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (m) no Acquired Company (other than Hilo) has instituted, commenced, compromised or settled any Action other than matters solely involving the payment of money with respect to such matter of $75,000 or less; (n) no Acquired Company has made any acquisition (whether by merger or merger, consolidation with, or by purchase of a substantial portion assets or Equity Securities) of all or any part of the assets assets, real property, personal property, equipment, capital stock or stock business of any other Person, other than (i) purchases of inventory in the ordinary course of business, (ii) the purchase of equipment in the ordinary course of business or (iii) the creation of a subsidiary in connection with the Restructuring; (o) no Acquired Company has incurred, assumed, created, refinanced or guaranteed any Indebtedness (other than Indebtedness described in subsection (l) of the definition of Indebtedness) or issued any debt securities, or assumed or guaranteed any obligation of any Person that would constitute Indebtedness if an Acquired Company had incurred or created such obligation; (p) no Acquired Company (other than Hilo) has made any loan, advance or capital contribution to, or investment in, any other Person (other than to a wholly owned Subsidiary), other than advances to employees of $500 or less in the ordinary course of business; (q) no Acquired Company has changed its fiscal year or made any change in accounting policies or procedures, other than as required by GAAP or applicable Law; (r) no Acquired Company (other than Hilo) has (i) disclosed any material trade secret or material Confidential Information to any Person other than to Persons who are subject to confidentiality or non-disclosure covenants protecting against further disclosure, or (ii) sold, encumbered, abandoned or allowed to lapse any material Intellectual Property; (s) no Acquired Company (other than Hilo) has failed to invoice any client or customer, or accelerate the collection of, or by discount any accounts receivable from any client or customer, in each case other manner, any than in the ordinary course of business of any Person or any division thereofconsistent with past practice; (zt) action by SLG no Acquired Company has implemented, or has taken any step or otherwise made any plan to makeimplement, change any “mass layoff” or rescind “plant closing” within the meaning of the WARN Act; (u) no Acquired Company has entered into, terminated, or commenced negotiations regarding, any Tax electioncollective bargaining agreement or similar agreement with any labor organization, amend union or association covering or concerning any Tax Return current 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 former employee of any Post-Closing Tax PeriodAcquired Company; orand (aav) Contract no Acquired Company has agreed, whether in writing or otherwise, 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 provided in Schedule 3.09 of the Balance Sheet DateDisclosure Schedules, the business of SLG has been conducted since December 31, 2009, and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGeach member of the Windset Group, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) other than as may be effected in connection with the consummation of the transactions contemplated by this Agreement, amendment of Organizational Document the charter, by-laws or other organizational documents of SLGeach member of the Windset Group; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Windset Group, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLGeach member of the Windset Group’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual recording of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of other than pursuant to the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of Canadian Credit Agreements and the Disclosure SchedulesRNA Facility, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (om) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG each member of the Windset Group is a party or by which it is bound; (pn) any material capital expendituresexpenditures other than the U.S. Facility; (qo) other than pursuant to the Canadian Credit Agreements, imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGthe Windset Group’s properties, membership interests capital stock or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (ip) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current Employees or former employees, officers, directors, independent contractors or consultantsContractors, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business consistent with past practicespractice, (ii) except in the ordinary course of business, or change in the terms of employment or service for any employee Employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantContractor; (sq) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of other than the Disclosure Schedules adoptionAffiliate Employment Agreements, modification entry into or termination of any (i) employment, severance, retention employment agreement 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 Unionagreement, in each case whether written or oral, or modification of the terms of any such existing agreement; (ur) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers officers, Employees, or employeesContractors, outside the ordinary course; (vs) entry into a new line of business or abandonment or discontinuance of any existing line lines of businessBusiness; (wt) 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; (xu) purchase, lease or other acquisition of the right to own, use or lease any property Real Property or assets for an amount in excess of $250,000US$500,000, individually (in the case of a lease, per annum) or $500,000 US$1,000,000 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; (yv) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zw) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any of its directors, officers, Employees and Contractors (or any such action taken with respect to any other benefit plan); (x) action by SLG any member of the Windset Group 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 Periodliability; or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 6.02(f) of the Balance Sheet DateDisclosure Schedules, from December 31, 2016 until the business date of SLG this Agreement, Bancorp has been conducted operated the Business in the ordinary course of business consistent with past practice, practice in all material respects and there has not not, to Seller's Knowledge, been, with respect to SLGthe Business, any: (ai) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to havethat, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect; (bii) amendment imposition of Organizational Document any Encumbrance upon any of SLGthe SpinCo Assets, except for Permitted Encumbrances; (ciii) splitloss, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (other casualty affecting any material properties or assets thereof included therein, whether or not covered by insurance) to its property; (niv) except as set forth increase in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation compensation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (xvi) any change in any method of accounting or accounting practice related to the Business; (vii) any purchase, lease sale, or other acquisition disposition, or any agreement or other arrangement for the purchase, sale, or other disposition, of any of the right material assets related to own, use or lease any property or assets for an amount used in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term connection of the lease, not including any option term), except for purchases of inventory or supplies Business other than in the ordinary course of business consistent with past practicebusiness; (yviii) except for the APC Merger, acquisition by merger any disposal or consolidation with, lapse of any rights to use any Intellectual Property or by purchase disposal of a substantial portion or disclosure to any Person (other than in connection with evaluation of the assets or stock of, or transactions contemplated by any other manner, any business this Agreement) of any Person trade secret, formula, process or any division thereof; (z) action by SLG know-how related to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit the Business not theretofore a matter of public knowledge other than pursuant 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 Periodconfidentiality agreements; or (aaix) Contract any agreement to do any of the foregoing, or any action or omission by Bancorp that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2005, except as otherwise provided in or contemplated by this Agreement, the business of SLG Company has been conducted not: (a) other than in the ordinary course of business consistent with past practice, and there has not beensold, with respect to SLGtransferred, any:leased, subleased, licensed, encumbered or otherwise disposed of any of its assets, other than the sale of obsolete Equipment; (ab) permitted any of its assets to be subjected to any Encumbrance, except for the security interest granted by the Company in favor of HSS pursuant to that certain Security Agreement, dated as set forth of April 27, 2006; (c) made any changes, including changes to collection practices, to be made in Section 3.08(a) the operations of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected Seller; (d) made any commitments for the Company to have, make capital expenditures in excess of $10,000 individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to made any amendment of the ADM Redemption Agreement, declaration articles of incorporation or payment bylaws of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership intereststhe Company; (f) permitted any new agreement, contract, commitment or arrangement, or amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be entered into with any Affiliate of the Company or any third parties that is material to the Company or that will continue in effect after the Closing Date and not be terminable by the Company on not more than 30 days’ written notice without payment of premium or penalty; (g) entered into any new Material Contract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (excluding any capital lease obligations); (i) discharged or satisfied any material Encumbrance or paid any material obligation or liability, other than in the ordinary course of business; (j) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person; (l) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of SLGcalculating bad debt, except as contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by GAAP Law or as disclosed in the notes to the Financial Statementsunder GAAP; (gn) material change in SLG’s cash management practices and its policies, practices and procedures suffered any casualty loss or damage with respect to collection of accounts receivableany assets, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositswhether or not covered by insurance; (ho) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption incurred or guarantee of guarantied any indebtedness for borrowed money other than indebtedness repaid prior to the Closing; (p) except unsecured current obligations and Liabilities incurred as otherwise provided in Schedule 2.12(p), deferred the payment of any accounts payable; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (r) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material adverse change in the condition, financial or otherwise, business, prospects, assets or rights of the Company; (t) conducted its business outside of the ordinary and usual course consistent with past practice; (ju) transfer, assignment, sale or other disposition of made any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms stock ownership of employment for any employee the Company or any termination of any employees for which interest in the aggregate costs and expenses exceed $100,000, Company to be granted or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employeesassigned; (v) entry into incurred any Indebtedness in excess of a new line net amount of business $5,000 to be created, incurred, assumed or abandonment guaranteed by the Company that cannot be prepaid or discontinuance terminated without payment of any premium or penalty, except for borrowings under existing line credit agreements (or replacements therefor on substantially the same terms) or the creation of businesstrade payables; (w) adoption of compromised, settled, granted any plan of mergerwaiver or release relating to, consolidationor otherwise adjusted any Action, reorganization, liquidation Indebtedness or dissolution any other claims 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;rights; or (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 entered into any other transaction that would have the effect of increasing the Tax liability agreement, contract, commitment or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) Contract arrangement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since From December 31, 2015, each of Parent and Company has operated in the Balance Sheet Dateordinary course of business consistent with past practice in all material respects and there has not been, with respect to each of Parent and Company and which could impact the business Assets or the Business, any: (a) event, occurrence or development that has had a Material Adverse Effect; (b) incurrence, assumption or guarantee of SLG has been conducted any Indebtedness; (c) other than in the ordinary course of business consistent with past practice, and there has not beenentry into, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence amendment or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification waiver of any membership interests; material right under, or, other than substantially pursuant to its current terms, renewal, termination or extension of, any Material Agreement; (d) issuance, sale or other disposition the placement of any of its membership interests, or grant of Encumbrance on any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; Asset; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; any Asset; (nf) except as set forth in Section 3.08(n) waiver, release, assignment, settlement or compromise of the Disclosure Schedules, capital investment in, any Legal Proceeding or loan to, any other Person; (o) except with respect threatened Legal Proceeding relating to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to Assets or cancellation of any Material Contract to which SLG is a party or by which it is bound; the Business; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wg) 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; ; (xh) purchase, lease or other acquisition material alteration in the nature of the right to ownBusiness; (i) amendment, use termination, waiver disposition or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business lapse of any Person or any division thereof; Permit; (zj) action by SLG the commencement or, to makeParent’s Knowledge, 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 threatening of any Post-Closing Tax PeriodLegal Proceeding involving Parent or Company relating to the Assets or the Business; or or (aak) Contract agreement, authorization or commitment, whether in writing or otherwise, to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Disclosure Schedules, since the Interim Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGthe Company or any Subsidiary, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of Organizational Document of SLGthe charter, by-laws or other organizational documents; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGpractice, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (g) material change in SLG’s cash management practices and its or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money in excess of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements, except for (A) obsolete or worthless equipment, (B) sales or disposition in the ordinary course of business, or (C) any assets having an aggregate value of less than Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000); (kj) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG material Company Intellectual Property or SLG material Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its propertyproperty not reflected in the Interim Financial Statements; (nl) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other PersonThird Party; (om) except with respect to the CoBank Indebtedness and Liabilities, acceleration, terminationtermination for cause, material modification to or cancellation other than due to the end of the relevant term of any Material Contract to which SLG is a party or by which it is boundContract; (pn) material any capital expendituresexpenditures (i) in excess of One Hundred Thousand United Stated Dollars ($100,000), individually or One Million United Stated Dollars ($1,000,000) in the aggregate, or (ii) that may be reasonably required to conduct emergency operations, repairs or replacements; (qo) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests capital stock or assets, tangible or intangibleintangible of the Company or any Subsidiary; (rp) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) 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 its current or former employeesEmployees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000Law, or (iiiii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employeeEmployee, officer, director, independent contractor or consultant, other than as provided for in any NOV Benefit Plan or required by applicable Law; (sq) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, material modification or termination of any any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) NOV Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former members, directors, officers or and employees; (vs) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wt) 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; (xu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($250,000100,000), individually (in the case of a lease, per annum) or Two Hundred Fifty Thousand United States Dollars ($500,000 250,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yv) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of of, a substantial portion of the assets or stock of, or by any other mannerall or substantially all of the assets of, any business of any Person or any division thereofPerson; (zw) action by SLG 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 (aax) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and the Company represents there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document the charter, by-laws or other organizational documents of SLGthe Company; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (ok) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s the Company properties, membership interests capital stock or assets, tangible or intangible; (rn) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any 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 Unionagreements, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersstockholders, directors, officers or and employees; (vp) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wq) 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; (xr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of business, any Person Person, or any division thereof; (z) action by SLG 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 (aas) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as otherwise provided in Section 4.8 of the Balance Sheet DateDisclosure Schedules, the business of SLG has been conducted in the ordinary course of business consistent with past practicesince December 31, and 2017, there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development with respect to the Business that has had, had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document of SLGindication, notification or expectation that a material advisor, producer or insurance carrier relationship related to the Purchased Assets may be terminated or otherwise materially altered; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLGthe Agency, except as required by GAAP applicable Law or as disclosed in the notes to the Financial Statements; (gd) material change increase in SLG’s cash management practices and its policiesthe compensation or reimbursable expenses (including salaries, practices and procedures with respect to collection of accounts receivablefees, establishment of reserves for uncollectible accountscommission rates, accrual of accounts receivablebonuses, inventory controlor profit-sharing, prepayment of expensesincentive, payment of trade accounts payablepension, accrual of other expensesretirement or deferred compensation, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(hor marketing expense payments) of the Disclosure Schedulesany employee, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) advisor or producer of the Disclosure SchedulesAgency, incurrenceor agreement or other commitment to pay, assumption conditionally or guarantee otherwise, any bonus, extra compensation or commission, pension or severance pay, or expense reimbursement payment, to any of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred its present or former directors, officers or employees, advisors or producers, other than in the ordinary course of business consistent with past practicethe prior practices and policies of the Agency; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (we) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution of the Agency 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 the Agency under any similar Law; (xf) purchasemortgage, lease pledge or other acquisition Encumbrance of any of assets of the right Agency, tangible or intangible; (g) Losses or the occurrence of any other event or condition of any character adverse to own, use or lease any property or assets for an amount the Purchased Assets in excess of Twenty-Five Thousand Dollars ($250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term25,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aah) Contract any agreement to do any of the foregoing, foregoing or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness or as disclosed in Section 4.07 of the Disclosure Schedules, and there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLGfor Seller, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in SLG’s cash management practices and its policiespractices, practices and practices, or procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, expenses and deferral of revenue and acceptance of customer depositsrevenue; (hd) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (ie) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Sheet, other than transfers, assignments, sales, or other dispositions of assets with an aggregate value of not more than $50,000, or any transfer or assignment of any of the Franchise Agreements; (g) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets with an aggregate value of not more than $50,000 or any cancellation of any debts or claims related to Franchisees; (kh) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property Assets or SLG IP AgreementsIntellectual Property Licenses; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mi) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (nj) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which SLG is a party or by which it is boundPermit; (pk) material capital expendituresexpenditures which would constitute an Assumed Liability; (ql) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangiblethe Purchased Assets; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wm) 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; (xn) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 3.09 of the Balance Sheet DateDisclosure Schedules, (x) in the business case of SLG the Company Business, from September 30, 2017 until the date of this Agreement, each of the Company and each Company Subsidiary has been conducted operated in the ordinary course of business consistent with past practicepractice and (y) in the case of the Retained Business, from the date of the MMAC Current Financial Statements until the date of this Agreement, each of MMAC and each MMAC Subsidiary has operated in the ordinary course of business consistent with past practice and, in each case, there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment except as disclosed or provided for in the SEC Filings with respect to MMAC in connection with MMAC’s share buyback program, declaration or payment of Organizational Document any dividends or distributions on or in respect of SLGany membership interests, shares of capital stock or other equity securities or redemption, purchase or acquisition of any membership interests, shares of capital stock or other equity interests other than in the ordinary course of business, consistent with past practice; (c) amendment of any Organizational Documents; (d) split, combination or reclassification of any membership interests, shares of capital stock or other equity securities; (de) except in accordance with MMAC Benefit Plans disclosed in the SEC Filings, issuance, sale or other disposition of, or creation of any of its Encumbrance on, membership interests, shares of capital stock or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration shares of capital stock or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership other equity interests; (f) material change in any method of accounting or accounting practice of SLGpractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements or the MMAC Financial Statements, as applicable; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory controlcash management, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance revenue, payment of customer depositstrade accounts payable, or similar changes that would otherwise impact the methodology for calculating the IHS Working Capital or GAAP Common Shareholders’ Equity (as such term is defined in the Management Agreement), except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements or the MMAC Financial Statements, as applicable; (hA) except as set forth required by a change in Section 3.08(hLaw, (w) new Tax election or Tax reporting practice or policy or any changes to or rescission of any existing Tax election or Tax reporting practice or policy, (x) agreement to any extension or waiver of the Disclosure Schedulesstatute of limitations with respect to the assessment or determination of Taxes, entry into (y) filing of any Contract Tax Return that would constitute is prepared inconsistent with past practice or (z) filing any amended Tax Return or (B) closing agreement entered into, settlement of any Tax Claim or assessment, surrendering of any right to claim a Material Contractmaterial refund of Taxes or failure to pay any Tax as such Tax becomes due and payable (unless such Tax is being contested in good faith through appropriate proceedings and in respect of which adequate reserves have been set aside in the applicable financial statements in accordance with GAAP); (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $350,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (j) sale, sublease, lease, license, transfer, assignment, sale pledge, imposition of an Encumbrance upon (or allowing such imposition), grant or other disposition (including by merger) of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) ), except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practicesand which were direct and indirect dispositions of general partner and limited partner interests in the Project Partnerships in the Company’s LIHTC Assets, or (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination assets having an aggregate value of any employees for which the aggregate costs and expenses exceed less than $100,000, 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 consultant350,000; (sk) hiring acquisition by merger or promoting combination or consolidation with, or purchase or acquisition of any person with a salary (property or expected total compensation exclusive assets or stock of, or by any other manner, any business or material assets of benefits) any Person or any division thereof, in each case, for consideration in excess of $100,000350,000 individually or $1,000,000 in the aggregate; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wl) 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; (xm) purchaseadoption of, lease establishment of, entering into, amendment of, termination of, or increase in the benefits under any Benefit Plan or other acquisition employee benefit, plan, practice, program, policy or contract that would be a Benefit Plan if in effect on the date of this Agreement, in any case other than as may be required by the terms of such Benefit Plan or as may be required by applicable Law; (n) increase in the compensation or benefits of any current or former director, officer, employee or consultant of MMAC or any of its Affiliates other than ordinary-course wage-rate increases for non-salaried employees or as required by any Benefit Plan listed on Section 3.20(a) of the right Disclosure Schedules; (o) hiring or termination (other than for good cause) of any senior executive of MMAC or any of its Affiliates; (p) entering into any new or successor collective bargaining agreement, execution of any other agreement with a labor organization or group representing or seeking to ownrepresent the Employees, or amendment to the terms of any collective bargaining agreement on the part of MMAC or any of its Affiliates; (q) cancellation of any debts or Claims or amendment, termination or waiver of any rights affecting the Company Business or the Retained Business, as applicable; (r) any material damage, material loss or material interruption to the use of any material assets or lease material properties affecting the Company Business or the Retained Business, in each case, whether or not covered by insurance; (s) acceleration, termination, material modification or cancellation of any property Permit or assets for an amount any material Contract with respect to the Company Business or the Retained Business, as applicable; (t) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Owned Intellectual Property or IP Licenses relating to or used in connection with the Company Business or the Retained Business; (u) settlement or compromise of any claim against the Company, MMAC, the MMAC Subsidiaries or the Company Subsidiaries with a value in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice350,000; (yv) except for the APC Mergerentering into, acquisition by merger terminating, amending, modifying or consolidation with, waiving in any material respect any Real Property Lease and acquiring or by purchase of a substantial portion of the assets selling or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 entering into any other transaction that would have the effect of increasing the Tax liability agreement to acquire or reducing sell any Tax asset of Buyer interest in respect of any Post-Closing Tax Periodreal property; or (aaw) Contract any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in the Balance Sheet DateParent SEC Filings, the business of SLG has been conducted since June 30, 2020, and other than or in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGParent, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, had or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect;, (b) amendment declaration or payment of Organizational Document any dividend or distribution of SLGcash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (c) issuance of equity securities; (cd) split, combination or reclassification of any membership interestsshares of its capital stock; (de) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGParent for tax or book purposes, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLGParent’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Parent Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except for unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Parent Latest Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property Parent IP or SLG Parent IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (on) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Parent Material Contract (including, but not limited to, any Parent Material Contract) to which SLG Parent is a party or by which it is bound; (po) any material capital expendituresexpenditures in excess of $10,000 in the aggregate; (qp) imposition of any Encumbrance (other than Permitted Encumbrances) material Lien upon any of SLG’s Parent properties, membership interests capital stock or assets, tangible or intangible; (rq) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practicespractice, (ii) except any material increase in the ordinary course of business, change in the terms of employment for any employee or any termination base salary of any employees for which the aggregate costs and expenses exceed $100,000, officer or employee of Parent; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sr) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination termination, of any any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, other than termination for cause or consistent with past practice, (ii) Benefit Parent Employee Plan other than as required by applicable Law or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former members, directors, officers or and employees; (vt) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wu) 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; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,00010,000, individually (in the case of a lease, per annum) or $500,000 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; (yw) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zx) action by SLG Parent to make, change or rescind any Tax election, amend any Tax Parent Return or take any position on any Tax Parent Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability of Parent or reducing any Tax asset the Surviving Corporation after the consummation of Buyer in respect the Merger; (y) amendment of any Post-Closing Tax Periodthe Parent Organization Documents; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.08 of the Disclosure Schedules, since the Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGany of the Group Companies, any: (a) except as set forth split, combination or reclassification of any equity interests in Section 3.08(a) any of the Disclosure SchedulesGroup Companies, including, without limitation, the Membership Interests; (b) issuance, sale or other disposition of, or creation of any Encumbrance on any equity interests in any of the Group Companies, including, without limitation, the Membership Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any equity interests in any of the Group Companies, including, without limitation, the Membership Interests; (c) declaration or payment of any distributions on or in respect of any equity interests in any of the Group Companies, including, without limitation, the Membership Interests; (d) redemption, purchase or acquisition of any of the Group Companies’ outstanding equity interests, including, without limitation, the Membership Interests; (e) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bf) amendment of the Organizational Document Documents of SLGany of the Group Companies; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (fg) material change in any method of accounting or accounting practice of SLGany of the Group Companies, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gh) material change in SLG’s any of the Group Companies’ cash management practices and its 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; (hi) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (ij) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (jk) 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; (kl) cancellation of any debts or claims or amendment, termination or waiver of any rights related thereto; (m) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property Assets or SLG IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (ln) abandonment or lapse of or failure to maintain in full force and effect any SLG IP material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in SLG the Intellectual PropertyProperty Assets; (mo) material damage, destruction or loss (whether or not covered by insurance) to its property; (np) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any material loan to, any other Person; (oq) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Contract with a Material Contract to which SLG is a party Customer or by which it is boundMaterial Supplier; (pr) material capital expenditures; (qs) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests the Group Companies’ properties or assets, tangible or intangible, except for Permitted Encumbrances; (rt) except as set forth on Section 3.08(r) with respect to any Key Employee or any employee of the Disclosure Schedules, Group Companies with an annual salary of at least $100,000: (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, required by applicable Law or in the ordinary course of business consistent with past practicesbenefits, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current Key Employee or former employee, officer, director, independent contractor or consultant(iii) enter into any new employment agreement; (su) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, material modification or termination of any any: (i) employment, severance, retention or other similar agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uv) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former members, directorsmanagers, officers or employeesand employees of the Group Companies, other than loans reflected as current assets in the calculation of Working Capital and any loans that are made in the ordinary course of business for reimbursable expenses; (vw) entry into a new line of business other than the Restricted Business or abandonment or discontinuance of any existing line lines of businessbusiness that are material to the Group Companies; (wx) 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; (xy) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,00025,000, individually (in the case of a lease, per annum) or $500,000 75,000 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 practicepractice and except for any purchases that are reflected in the Financial Statements or as current assets in the calculation of Working Capital; (yz) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business of or any Person or any division thereof; (zaa) action by SLG any Group Company to make, change or rescind any material Tax election, election or amend any Tax Return or take any position on any Company 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 (aabb) binding Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement, or as set forth in Section 2.16 of the Balance Sheet Disclosure Schedules, since January 1, 2016, through the Closing Date, Seller has operated the business of SLG has been conducted Company in the ordinary course of business consistent with past practicein all material respects, and there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, eventEvent, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment Incurrence of Organizational Document any indebtedness for borrowed money in connection with the Company, except customary trade payables and obligations incurred in the ordinary course of SLGbusiness; (c) split, combination Sale or reclassification other disposition of any membership intereststhe Shares; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsCapital expenditures which would constitute an Assumed Liability; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material Material change in any method of accounting or accounting practice for the Company; (f) Imposition of SLG, except as required by GAAP or as disclosed in any Encumbrance upon any of the notes to the Financial StatementsShares; (g) material change Increase in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee compensation of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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; (sh) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) Any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersdirectors, directorsmanagers, officers or employeesemployees of the Company; (vi) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) adoption Adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal federal, state, or state provincial bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xj) purchaseAny damage, lease destruction or loss not covered by insurance materially and adversely affecting the assets, properties, financial condition or business of the Company; (k) Any waiver by the Company of a valuable right or of a material debt owed to it; (l) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such capital stock by the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies Company other than in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person business; or any division thereof; (z) action agreement or commitment by SLG 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 (aa) Contract Company to do any of the foregoing, or any action or omission that would result things set forth above in any of the foregoingthis Section 2.16.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement or as set forth in Section 3.12 of the Disclosure Schedules, since the Balance Sheet Date, the business of SLG has been conducted Acquired Companies have operated in the ordinary course of business consistent with past practice, practices in all material respects and there has not been, with respect to SLGthe Acquired Companies, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could is reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of Organizational Document the certificate of SLGformation, bylaws, company agreement or other organizational documents of any Acquired Company; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet or cancellation ordinary course of business consistent with past practices and except for any debts or entitlementsassets having an aggregate value of less than $250,000; (kh) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements, required by applicable Law Material Contract with an Employee or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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; (si) hiring adoption, amendment or promoting modification of any person with a salary (Health Plan or expected total compensation exclusive of benefits) in excess of $100,000Benefit Plan; (tj) except as set forth in Section 3.08(t) acquisition by merger or consolidation with, or by purchase of a substantial portion of the Disclosure Schedules adoptionassets or securities of, modification or termination of by any (i) employmentother manner, severance, retention any business or other agreement with any current Person 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 oralany division thereof; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wk) adoption of any plan of merger, consolidation, reorganization, recapitalization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xl) purchaseloan, lease advance or capital contribution to, or investment in, any other acquisition of Person made by any Acquired Company (other than (i) loans or advances between and among the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies Acquired Companies made in the ordinary course of business consistent with past practicepractices, and (ii) capital contribution to or investment in the Acquired Companies made in the ordinary course of business consistent with past practices); (ym) (i) grant or increase of any severance or termination pay to any Employee or director of any Acquired Company, (ii) employment, deferred compensation, severance, bonus, retention or other similar agreement (or any amendment to any such existing agreement) entered into with any Employee or director of any Acquired Company, or (iii) any collective bargaining agreement or Health or Benefit Plan established, adopted or amended; (n) material Tax election made or changed; change in any annual Tax accounting period; material method of Tax accounting adopted or changed; material Tax Returns filed; material closing agreement entered into; material Tax claim, audit or assessment settled; current right to claim a material Tax refund, offset or other reduction in Tax liability surrendered; or any accounting method adopted that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods; (o) capital expenditures made, or any obligation or liability incurred in respect thereof, other than capital expenditures in the amounts and for the purposes and the locations set forth on Schedule II attached hereto (the “Approved Capital Expenditures”); (p) except for the APC Mergerconsummation of the settlement contemplated in (and pursuant to the terms specified therein) Section 3.17(a) of the Disclosure Schedule, acquisition by merger or consolidation withsettlement, or by purchase of offer to settle, any litigation, investigation, arbitration, proceeding or other claim involving or against any Acquired Company involving a substantial portion of the assets or stock of, or payment by any other mannerAcquired Company in excess of $250,000, any business of any Person individually or any division thereof; (z) action by SLG 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 in the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodaggregate; or (aaq) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth in Section 3.08 of the Disclosure Letter or as such may relate to the execution and delivery of this Agreement and the consummation of the Transactions and except for any COVID-19 Measures, each member of the Company Group has conducted its business in all material respects in the ordinary course of SLG has been conducted business and, other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGany member of the Company Group, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (ic) except as set forth disclosed in Section 3.08(i) of a supplemental letter dated the Disclosure Schedulesdate hereof from the Company to Purchaser, incurrenceany material change in any compensation arrangement or agreement with any employee, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registrationofficer, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsdirector, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except change in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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; (sd) hiring resignation or promoting termination of employment of any person officer or Key Employee of the Company Group; (e) any Encumbrance (other than a Permitted Encumbrance), created by the Company Group, with respect to any of its material properties or assets; (f) except as disclosed in a supplemental letter dated the date hereof from the Company to Purchaser, any loans or guarantees made by the Company Group to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of the Business; (g) declaration, setting aside or payment or other distribution in respect of any of the Company Group’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company Group; (h) receipt of written (or, to the Company’s Knowledge, other) notice that there has been a loss of any Material Customer; (i) waiver by the Company Group of any claim with a salary (or expected total compensation exclusive of benefits) potential value in excess of $100,000; (tj) except as set forth in Section 3.08(t) of the Disclosure Schedules adoptionsale, modification assignment, or termination exclusive license or transfer of any (i) employment, severance, retention or Intellectual Property 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) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies than in the ordinary course of business and consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 Periodpractices; or (aak) Contract arrangement or commitment by the Company Group to do any of the foregoing, or any action or omission that would result acts described in any of the foregoingsubsection (a) through (k) above.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Balance Sheet Agreement or as set forth on Section 3.08 of the Disclosure Schedules, from January 1, 2015 until the Closing Date, the business of SLG Company has been conducted operated (or Seller has caused the Company to operate) in the ordinary course of business consistent with past practice, practice in all material respects and there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, material event, occurrence or development that has had, or could reasonably be expected with respect to have, individually or in the aggregate, a Material Adverse Effectbusiness of the Company; (b) amendment of Organizational Document the Constituent Documents of SLGthe Company; (c) split, combination adoption or reclassification change of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (gd) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $10,000, except unsecured current trade obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (je) transfer, assignment, sale creation or other disposition incurrence of any Encumbrance on any material asset of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsCompany; (kf) transfer adoption, amendment or assignment of or grant modification of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP RegistrationBenefit Plan, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of required under applicable Law, the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation terms of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) the terms of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, individual Benefit Plan; (ii) except in the ordinary course of business, change in the terms of employment for any employee grant or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment increase of any compensation (including any retention or benefit for change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director, director or independent contractor of the Company, (iii) acceleration of the vesting or consultantpayment of, or funding or in any other way securing the payment, compensation or benefits under, any Benefit Plan, or (iv) hiring or termination of any Employee with an annual base salary or base wages exceeding $50,000; (sg) hiring acquisition by merger or promoting consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any person with a salary (other manner, any business or expected total compensation exclusive of benefits) any Person or any division thereof for consideration in excess of $100,00010,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wh) 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; (xi) purchaseincident of damage, lease destruction or other acquisition loss of the right to own, use or lease any property or assets for an amount owned by the Company or used in the operation of their businesses, whether or not covered by insurance, having a replacement cost or fair market value in excess of $250,00010,000; (i) making, individually change or revocation of any Tax election; (in ii) settlement or compromise of any claim or liability with respect to Taxes relating to the case Company; (iii) closing agreement entered into relating to Taxes; (iv) amended Tax Return filing; (v) surrender of any right to claim a lease, per annumrefund of Taxes; (vii) or $500,000 in the aggregate (in the case incurrence of a lease, any liability for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in Taxes outside the ordinary course of business consistent business; (viii) failure to pay any Tax that was due and payable (including any estimated tax payments); (ix) preparation or filing of any Tax Return in a manner inconsistent with past practice; ; or (yx) except for the APC Merger, acquisition by merger consent to any extension or consolidation with, or by purchase of a substantial portion waiver of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG limitation period applicable to make, change or rescind any Tax election, amend any Tax Return claim or take any position on any Tax Return, take any action, omit assessment relating 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 PeriodCompany; or (aak) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except as set forth on Section 3.8(a) of the Seller Disclosure Schedule, as reflected on the GAAP Financial Statements or otherwise contemplated or permitted by this Agreement, since the Balance Sheet Date, the business of SLG Company has been conducted the Business in the ordinary course of business consistent with past practice, practice and there has not been, with respect to SLG, anynot: (ai) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; (c) split, combination or reclassification of made any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting the underwriting, reinsurance, marketing, advertising, promotional, pricing, purchasing, personnel, employment, claim processing and payment, reserving, or accounting practice of SLGactuarial practices or policies, except as required by applicable Law, GAAP or as disclosed in the notes to the Financial StatementsSAP; (gii) entered into or modified in any material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of any reinsurance or retrocession agreement by the Company other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred than in the ordinary course of business consistent with past practice; (jiii) transferissued, assignmentsold, sale pledged or encumbered any capital stock, notes, bonds or other disposition of any securities of the assets shown Company, or reflected in any option, warrant or other right to acquire the Balance Sheet or cancellation of any debts or entitlementssame; (kiv) transfer redeemed any capital stock or assignment of declared, made, paid or grant of set aside any license dividends or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss distributions (whether in cash, securities or not covered by insuranceother property) to its property; (n) except as set forth in Section 3.08(n) the holders of equity interests of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsCompany, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in or as approved by the ordinary course of business, change in Domiciliary Regulator to the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employeesextent required by Law; (v) entry merged with, entered into a new consolidation with or acquired an interest of 10% or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or abandonment or discontinuance of otherwise acquired any existing line of business; assets (wother than fixed maturity securities, equity securities, cash and short-term investments) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for with an amount aggregate value in excess of $250,000175,000, individually (in excluding the case purchase and sale of a leasebonds, per annum) or $500,000 in stocks, mortgages and other investment securities of any type by 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 Company in the ordinary course of business consistent with past practice; (yvi) entered into any Lease (as lessor or lessee); sold, transferred, abandoned or made any other disposition of any of its material investments or other material assets, properties (real, personal or mixed, including any leasehold interests and intangible property) or business other than in the ordinary course of business consistent with past practice; granted or suffered any Encumbrance on any of its assets, properties or business (other than Permitted Encumbrances); entered into, amended or terminated any Contract to which it is a party or by or to which it or its assets, properties or business are bound or subject or waived, released, or assigned any right or claim thereunder, except in each case in the ordinary course of business in a manner consistent with past practice; or entered into or amended any Contract pursuant to which it agrees to indemnify any Person (other than insurance policies or similar instruments written, assumed or reinsured by the Company in the ordinary course of business consistent with past practice) or to refrain from competing with any Person; (vii) except for in the APC Mergerordinary course of business consistent with past practice, acquisition by merger discharged or consolidation otherwise obtained the release of any Encumbrance related to the Company or paid or otherwise discharged any Liability related to the Company, other than current liabilities reflected in the Interim Financial Statements, and current liabilities incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date; (viii) engaged in any transaction with, or entered into any understanding, arrangement or Contract with any Affiliate that involves the transfer of consideration and that (i) has terms materially less favorable, in the aggregate, to the Company than the Company would reasonably be expected to receive from a non-Affiliate or (ii) has or would have a material adverse financial impact on the Company, excluding for both (i) and (ii) intercompany allocations within the Seller group of companies; (ix) made any capital expenditure or commitment for any capital expenditure in excess of $175,000 in the aggregate, excluding the purchase and sale of bonds, stocks, mortgages and other investment securities of any type by purchase the Company in the ordinary course of a substantial portion of the assets business consistent with past practice; (x) incurred indebtedness for money borrowed; (xi) made any loan, advance to, or stock capital contribution, guaranteed, assumed or endorsed any indebtedness for money borrowed of, or by any other mannerotherwise incurred or become responsible or liable (whether directly, contingently or otherwise) for indebtedness for money borrowed on behalf of, any business of any Person or any division thereofPerson; (zxii) changed any financial accounting methods or practices other than as required by a change in applicable GAAP or SAP; (xiii) failed to pay any creditor any amount owed to such creditor when due (after the expiration of any applicable grace periods) that was not the subject of a dispute in the reasonable opinion of Seller or the Company; (xiv) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, severance, pension or other direct or indirect compensation or benefits payable to any of its employees, officers, directors, agents or consultants, including any increase or change pursuant to any Company Plan, or established or increased or promised to increase any benefits under any Company Plan, in either case except as required by applicable Law or involving ordinary increases consistent with past practice; (xv) with respect to the Business, terminated, discontinued, closed or disposed of any plant, facility or other business operation, or laid off any employees (other than layoffs of less than 50 employees in any six-month period in the ordinary course of business consistent with past practice) or implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1.40 1(a)-4 of the Treasury Regulations or announced or planned any such action or program for the future; (xvi) to Seller’s knowledge, disclosed any material secret or confidential Intellectual Property (except by SLG way of issuance of a patent) or permitted to lapse or become abandoned any material Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, Seller or the Company has any right, title, interest or license; (xvii) abandoned, sold, assigned or granted any security interest in or to any of the material Company Intellectual Property other than in the ordinary course of business consistent with past practice; (xviii) materially increased its reserves for losses (including incurred but not reported losses) and loss adjustment expenses, except in a manner and in amounts consistent with past practice; (xix) amended or restated the organizational documents of the Company; (xx) allowed any material Permit that was issued or relates to the Business or to the Company, to lapse or terminate; (xxi) taken action to make, change or rescind revoke 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 material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any Post-Closing accounting method with respect to Taxes except as may be required as a result of a change in Law, make any material agreement or settlement with respect to Taxes, file any amended Tax Periodreturn, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (aaxxii) Contract agreed, whether in writing or otherwise, to do take any of the foregoingactions specified in this Section 3.8(a), or granted any action options to purchase, rights of first refusal, rights of first offer or omission that would result in any other similar rights or commitments with respect to any of the foregoingactions specified in this Section 3.8(a), except as expressly contemplated by this Agreement. (b) Except as set forth on Section 3.8(b) of the Seller Disclosure Schedule, since the Balance Sheet Date, to the knowledge of Seller, there has been no event or occurrence which has had or which would reasonably be expected to (i) have a Business Material Adverse Effect or (ii) result in a Governmental Authority imposing a Seller Burdensome Condition.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement or as set forth on Section 3.07 of the Disclosure Schedules, from the Balance Sheet DateDate until and including the date of this Agreement, the business of SLG has been conducted Company and its Subsidiaries have operated in the ordinary course Ordinary Course of business consistent with past practiceBusiness in all material respects, and there has not been, with respect to SLGthe Company or any of its Subsidiaries, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) modification, amendment or waiver of the Organizational Document Documents of SLGthe Company or any of its Subsidiaries; (c) mortgage or pledge of any of its properties or the creation of any Encumbrance on any of its or their properties or assets, except for Permitted Encumbrances; (d) split, combination or reclassification of any membership interests;Company Shares; 0000-0000-0000.4 (de) authorization, issuance, sale or other disposition of any Equity Interest in the Company or any of its membership interestsSubsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity Interest in the Company or any of its membership interestsSubsidiaries; (ef) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any Equity Interest in the Company or any of its membership interests Subsidiaries or redemption, purchase or acquisition of its membership interestsany such Equity Interest; (fg) material change in any method of accounting or accounting practice practice, principle or policy of SLGthe Company or any of its Subsidiaries, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (gh) making of any material Tax election inconsistent with past practice, amending of any Tax Return, change in SLG’s cash management practices and its policiesany material Tax accounting method, practices and procedures becoming party to any closing agreement with any Governmental Authority with respect to collection a material amount of accounts receivableTaxes, establishment the surrender of reserves for uncollectible accountsany Tax refund or credit, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) the consent or waiver of the Disclosure Scheduleslimitation period applicable to any claim or assessment in respect of Taxes, entry into the settlement of any Contract claim for or assessment of Taxes, the failure to pay any material Tax that would constitute became due and payable (including estimated Tax payments), the incurrence of any liability for material Taxes outside of the ordinary course of business or the filing of a Material Contractmaterial Tax Return in a manner inconsistent with past practice; (i) except as set forth in Section 3.08(i) of the Disclosure Schedulesissuance, creation, incurrence, assumption or guarantee of any indebtedness Indebtedness (excluding any usage of the Company’s or Subsidiaries’ existing revolver facility or line of credit set forth on Section 3.07(i) of the Disclosure Schedule in each case in the Ordinary Course of Business) for borrowed money money, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent Business or with past practicerespect to immaterial or obsolete assets; (j) sale, transfer, assignment, sale lease, sublease, license or other disposition of any of the assets shown assets, tangible or reflected intangible (other than Intellectual Property, which is the subject of Section 3.07(k) below), owned, leased, or licensed by the Company, except in the Balance Sheet or cancellation Ordinary Course of any debts or entitlementsBusiness; (k) transfer sale, lease, license, sublicense, assignment, transfer, abandonment, lapse, expiration, or assignment of or grant other disposition of any license or sublicense under or with respect to any SLG Company Owned Intellectual Property or SLG IP Agreements(other than non-exclusive licenses granted in the Ordinary Course of Business to end users of the products and/or services of the Company and its Subsidiaries); (l) abandonment except as required by or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect permitted by the confidentiality terms of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as existing Benefit Plan set forth in on Section 3.08(n3.16(a) of the Disclosure Schedules, capital investment in, Schedules or loan toapplicable Law, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) material increase or grant of any bonuses, whether monetary or otherwise, or material increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its any Employees (or any other current or former employees), officers, directors, independent contractors directors or consultantsindividual service providers of the Company or any of its Subsidiaries, other than as provided for in any written agreements, required by applicable Law or in the ordinary course Ordinary Course of business consistent with past practicesBusiness, (ii) except in the ordinary course material increase or grant of businessany new right to severance, change in control, transaction or retention pay or benefits to any current or former employee, director or individual service provider of the terms of employment for any employee Company or any termination of its Subsidiaries, (iii) grant of (A) any employees for which equity or equity-based awards to any current or former employee, director or individual service provider of the aggregate costs and expenses exceed $100,000, Company or any of its Subsidiaries or (iiiB) any cash bonus, equity or equity-based awards to any current or former employee, director or individual service provider of the Company or any of its Subsidiaries not otherwise included in Transaction Expenses or Working Capital, (iv) action to accelerate the vesting or payment of of, or otherwise fund or secure the payment of, any compensation or benefit for benefits under any Benefit Plan, (v) loan or advance of money or other property by the Company or any of its Subsidiaries to any current or former Securityholder, employee, officer, director, independent contractor director or consultantindividual service provider of the Company or any of its Subsidiaries 0000-0000-0000.4 or (vi) termination (other than for cause) or hiring of any employee or engagement of any individual service provider with total compensation on an annualized basis that would exceed $200,000; (sm) hiring adoption, amendment (except as required by applicable Law) or promoting modification of any person with a salary Benefit Plan (or expected total compensation exclusive any plan, agreement, program, policy, practice, trust, fund or other arrangement that would be a Benefit Plan if it were in existence as of benefits) the date hereof), except in excess the Ordinary Course of $100,000Business and the effect of which, in the aggregate, would not increase the obligations of the Company or any of its Subsidiaries by more than ten percent of its existing annual obligations to such plans; (tn) except as set forth in Section 3.08(t) waiver or release of any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement or other restrictive covenant obligation of any current or former employee or independent contractor of any of the Disclosure Schedules adoption, modification Company or termination its Subsidiaries; (o) implementation of any employee layoffs or employee furloughs (i) employmentwhich for the avoidance of doubt, severancedoes not include terminations of individual employees in the Ordinary Course of Business), retention facility closures, early retirement programs or other voluntary or involuntary employment termination programs; (p) engagement in any material internal employment related investigation, or receipt of any material internal employee complaint, including regarding discrimination, retaliation or harassment matters; (q) modification, extension or entry into any collective bargaining agreement or relationship with any labor organization or experienced any labor dispute or any claim of unfair labor practices (including any internal employee complaint, including regarding discrimination, retaliation or harassment matters) or experienced any union organizing activity; (r) entrance into a settlement agreement with any current or former employee, officer, director, independent contractor officer or consultantemployee; (s) (i) initiation of, or threatening in writing to initiate, any Action with an individual in an amount in excess of $50,000, (ii) Benefit Plan settlement or otherwise compromised any material Action or threatened Action that does not solely involve the payment of money in an amount not greater than $50,000, or (iii) collective bargaining made or filed any claim concerning any such damage, destruction or loss, or any condemnation or other agreement with a Uniontaking, in each case whether written case, with respect to any property or oralasset; (i) merger or consolidation with, or acquisition or investment in by purchase of the equity or a substantial portion of the assets of, or by any other manner, any business or any Person or any division thereof, (ii) engagement in any new line of business, or (iii) entry into any partnership or joint venture; (u) loan to (i) recapitalization or forgiveness of any loan to)reorganization, or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wii) 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 LawLaw (provided, that for purposes of Section 6.01, this clause (u) shall exclude the Transactions); (v) entrance into, agreement to or permittance of any material modification, amendment or extension, termination (or the delivery or receipt of notice of termination), impairment or lapse of any Material Contract (or Contract that would constitute a Material Contract if in effect as of the date hereof); (w) release, assignment, settlement, or agreement to settle any Action or material dispute with any customer or vendor; (x) purchase, lease abandoned any material Permit or other acquisition Governmental Order or allowed any of the right foregoing to ownterminate, use lapse or lease any property or assets for an amount in excess of $250,000, individually (in expire to the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term detriment of the lease, not including any option term), except for purchases of inventory Company or supplies in the ordinary course of business consistent with past practice;its Subsidiaries; 0000-0000-0000.4 (y) except for the APC Mergercreation, acquisition by merger or consolidation withincurrence, or by purchase permission to arise of a substantial portion any Encumbrance on any of the assets or stock of, or by any other manner, any business of any Person Company or any division thereofof its Subsidiaries’ assets, tangible or intangible, other than Permitted Encumbrances or in the Ordinary Course of Business; (z) capital expenditure (or series of related capital expenditures) or commitments therefor in excess of $100,000 in the aggregate; (aa) creation of any subsidiary or entrance into a partnership, unincorporated joint venture, or other arrangement with any other Person involving the sharing of profits or losses; (bb) (i) material delay or postponement of any material payment of any accounts payable or other payables or (ii) acceleration or delay of the collection of accounts receivable or cash contributions of any type; (cc) action by SLG to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit failure to take any action that would reasonably be expected to accelerate to pre-Closing periods any sales to customers that would otherwise be expected to occur after the Closing; (dd) action or enter failure to take any action that would reasonably be expected to accelerate to post-Closing periods any sales to customers that would otherwise be expected to occur prior to the Closing; (ee) making of any charitable contributions or pledges in excess of $100,000 in the aggregate or made any political contribution; (ff) entrance into any other transaction agreement or arrangement prohibiting or restricting it from freely engaging in any business or competing anywhere in the world; (gg) material modification or termination of any Insurance Policy of the Company (or insurance policy that would have constitute an Insurance Policy if maintained by the effect of increasing Company on the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Perioddate hereof); or (aahh) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Since December 31, 2000, there has not been any material adverse change in the Balance Sheet Datecondition (financial or otherwise) of the business or the liabilities, assets, operations, results of operations, prospects or conditions (financial or other) of the Company. (b) Except as disclosed on Schedule 2.8 hereto, since December 31, 2000, the Company has operated its business of SLG has been conducted in the ordinary course of business consistent with past practice, practice and there the Company has not been, with respect to SLG, anynot: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) permitted or allowed any of the Disclosure Schedulesits assets to be mortgaged, incurrencepledged or subjected to any Encumbrance, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities other than immaterial Encumbrances incurred in the ordinary course of business consistent with past practice; (jii) transferwritten down, assignmentor failed to write down, sale or other disposition written up the value of any of the assets shown its inventory or reflected in the Balance Sheet or cancellation of any debts or entitlementsassets; (kiii) transfer amended, terminated, cancelled or assignment compromised any claims or waived any other rights, or sold, transferred or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible property), other than the sale of inventory in the ordinary course of business; (iv) disposed of or grant permitted to lapse any patent, trademark, assumed name, service xxxx, trade name or copyright application, registration or license to its business, or under which the Company has any right or license; (v) granted any increase in the compensation of the employees of the Company, including, without limitation, any license such increase pursuant to any Employee Benefit Plan (as defined in Section 2.14 below), or sublicense established or increased or promised to increase any benefits under any such Employee Benefit Plan; (vi) made any material changes in the customary methods of operation of its business, including practices and policies relating to franchising, purchasing, marketing or selling; (vii) declared, made, set aside or paid any dividends or other distributions (whether in cash, securities or other property) to the Seller with respect to the Company's capital stock, or redeemed any SLG Intellectual Property or SLG IP Agreementsof its securities; (lviii) abandonment incurred or lapse of assumed any indebtedness for borrowed money or failure to maintain in full force and effect guaranteed any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Propertysuch indebtedness; (mix) material issued or sold any of its stock, notes, bonds or other securities (including treasury shares), or any option, warrant or other rights to purchase the same; (x) sustained any damage, destruction destruction, or other casualty loss (whether or not covered by insurance) to its propertyaffecting the business or assets of the Company; (nxi) except as set forth in Section 3.08(nentered into any transaction, commitment, contract or agreement relating to its assets or business (including the acquisition or disposition of any assets) or the relinquishment of the Disclosure Schedulesany contract or other right, capital investment in, or loan to, any other Person; (o) except with respect material to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsCompany, other than as provided for in any written agreements, required by applicable Law or transactions and commitments in the ordinary course of business consistent with past practicespractice and those contemplated by this Agreement; (1) granted any severance or termination pay to any director, officer or employee of the Company, (ii2) except in the ordinary course of businessentered into any employment, change in the terms of employment for any employee deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, consultant or employee of the Company, (3) increased benefits payable under any existing severance or termination of any employees for which the aggregate costs and expenses exceed $100,000pay policies or employment or consulting agreements, or (iii4) action increased compensation, bonus or other benefits payable to accelerate directors, officers, consultants or employees of the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantCompany; (sxiii) hiring granted any option to purchase, or promoting other right to acquire, capital stock or any security or other instrument convertible into capital stock of any person with a salary class of the Company to any Person (or expected total compensation exclusive of benefits) in excess of $100,000as defined below); (txiv) except as set forth in Section 3.08(t) changed any method of the Disclosure Schedules adoption, modification accounting or termination of any accounting practice (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, including in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option termtax accounting), except for any such change required by reason of a concurrent change in accordance with generally accepted accounting principles and notice of which has been given to the Purchaser; (xv) entered into, extended, amended or terminated any Material Contract (as defined in Section 2.13 below), material agreement (other than agreements relating to purchases of inventory or supplies in the ordinary course of business consistent with past practice), lease, franchise, permit or license or any material term of any outstanding security of the Company; (yxvi) made any amendment to its certificate of incorporation or bylaws except for such as may be necessary to comply with the APC Merger, acquisition by merger or consolidation with, or by purchase terms of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereofthis Agreement; (zxvii) action by SLG 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 gained knowledge of any Post-Closing Tax Periodlabor dispute or pending labor negotiation, or, to the knowledge of the Company and the Seller, any event that is expected to cause or to give rise to any such labor dispute or negotiation, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company, which employees, to the knowledge of the Company and the Seller, are not currently, and were not at the Interim Balance Sheet Date, members of any labor union or subject to a collective bargaining agreement, or any lockout, strike, slowdown, work stoppage or threat thereof by or with respect to such employees; (xviii) made any loan, advance or capital contributions to or investment in any Person, except in the ordinary course of business consistent with past practice; or (aaxix) Contract agreed or committed, whether in writing or otherwise, to do take any of the foregoing, or any action or omission that would result actions specified in any of the foregoingthis Section 2.8(b).

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement, a Transaction Document or as set forth on Section 4.07 of the Disclosure Letter, from the Interim Balance Sheet DateDate until the date of this Agreement, the business of SLG Company Group has been conducted operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGeach Company Group Entity, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of Organizational Document the charter, by-laws or other organizational documents of SLGa Company Group Entity; (c) entry into, amended or terminated any agreement with Seller or an Affiliate of Seller; (d) split, combination or reclassification of any membership interestsshares of a Company Group Entity’s capital stock; (de) issuance, sale or other disposition of any of its membership interestsCompany capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (ef) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests Company capital stock or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial StatementsCompany capital stock; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee making of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred loan, advance or capital contribution to, or investment in, any Person other than advances in the ordinary course of business consistent with past practice; (h) material change in any method of accounting or accounting practice of Seller (as applied to the Company Group), except as required by GAAP, applicable Law or as disclosed in Section 4.06 of the Disclosure Letter; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in of the Balance Sheet or cancellation of any debts or entitlementsCompany Group having an aggregate value exceeding $50,000; (k) transfer making or assignment committing to make any capital expenditures or capital additions or betterments in excess of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements$50,000; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreementsagreements or in the ordinary course of business; (i) adoption, required by applicable Law amendment or modification of any Benefit Plan, (ii) adoption, amendment or modification of any collective bargaining agreement, union contract or other agreement with any labor organization or union, (iii) adoption, amendment or modification of any employment, consulting, severance, change in control or similar agreement with an executive officer, manager, or director of any Company Group Entity, or (iv) other than as provided for in any written agreements or in the ordinary course of business consistent with past practicespractice, increase in the compensation (iiincluding bonus opportunities) or benefits (including severance, termination or vacation) of any Employee, executive officer, manager, director, consultant, representative or independent contractor of any Company Group Entity; (n) except in the ordinary course of businessbusiness consistent with past practice, change in the terms cancellation, material modification, termination or granting of employment for any employee a material waiver or any termination release of any employees for which the aggregate costs and expenses exceed $100,000, Permit 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 consultantMaterial Contract; (so) hiring or promoting suffering of any person damage, destruction or Loss with respect to any of its properties or assets, whether or not covered by insurance having a salary replacement cost of more than $50,000; (p) acquisition by merger or expected total compensation exclusive consolidation with, or by purchase of benefits) a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $100,00050,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wq) 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 any Company Group Entity under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aar) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except as set forth on Section 2.9(a) of the Disclosure Schedule, since the Balance Sheet Date, there has not been any material adverse change in the condition (financial or otherwise) of the business or the liabilities, assets, operations, results of operations, prospects or conditions (financial or other) of the Company or its Subsidiaries. (b) Except as set forth on Section 2.9(b) of the Disclosure Schedule, since the Balance Sheet Date, the business of SLG has been conducted Company and the Subsidiaries have operated their respective businesses in the ordinary course consistent with past practice and the Company and the Subsidiaries have not (other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLG, any:business): (ai) except as set forth in Section 3.08(a) permitted or allowed any of the Disclosure Schedulesits assets to be mortgaged, event, occurrence pledged or development that has had, or could reasonably be expected subjected to have, individually or in the aggregate, a Material Adverse Effectany Encumbrance; (bii) amendment of Organizational Document of SLG; written down, or failed to write down (c) splitin accordance with generally accepted accounting principles, combination consistently applied), or reclassification of any membership interests; (d) issuance, sale or other disposition written up the value of any of its membership interestsinventory or assets; (iii) amended, terminated, cancelled or compromised any claims or waived any other rights, or grant sold, transferred or otherwise disposed of any optionsproperties or assets, warrants real, personal or mixed (including, without limitation, leasehold interests and intangible property); (iv) disposed of or permitted to lapse any patent, trademark, assumed name, service xxxx, trade name or copyright application, registration or license to its business, or under which the or the Subsidiaries has any right or license, or disclosed to any person any trade secret or process of its business, or under which the Company or the Subsidiaries has any right or license; (v) granted any general increase in the compensation of the employees of the Company and the Subsidiaries (including, without limitation, any such increase pursuant to any Plan, as defined in Section 2.17), or established or increased or promised to increase any benefits under any such Plan; (vi) made any material changes in the customary methods of operation of its business, including practices and policies relating to leasing, purchasing, marketing or selling; (vii) declared, made, set aside or paid any dividends or other distributions (whether in cash, securities or other property) to its stockholders with respect to the Stock, or redeemed any of its capital stock; (viii) incurred or assumed any indebtedness for borrowed money or guaranteed any such indebtedness; (ix) issued or sold any of its stock, notes, bonds or other securities (including treasury shares), or any option, warrant or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership intereststhe same; (ex) except pursuant to the ADM Redemption Agreement, declaration or payment of sustained any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or other casualty loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) affecting the business or assets of the Disclosure Schedules, capital investment in, Company or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to Subsidiaries which SLG damage is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,0005,000.00; (txi) except as set forth in Section 3.08(t) of entered into any transaction, commitment, contract or agreement relating to its assets or business (including the Disclosure Schedules adoption, modification acquisition or termination disposition of any (iassets) employment, severance, retention or the relinquishment of any contract 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 oralright; (uA) loan granted any severance or termination pay to any director, officer or employee of the Company or the Subsidiaries, (B) entered into any employment, deferred compensation or other similar agreement (or forgiveness any amendment to any such existing agreement) with any director, officer or employee of the Company, (C) increased benefits payable under any loan to)existing severance or termination pay policies or employment agreements or (D) increased compensation, bonus or entry into any other transaction with, any of its current or former members, benefits payable to directors, officers or employees of the Company; (xiii) granted any option to purchase, or other right to acquire, capital stock or any security or other instrument convertible into capital stock of any class of the Company or the Subsidiaries to any Person (defined below); (xiv) changed any method of accounting or accounting practice (including in each case tax accounting), except for any such change required by reason of a concurrent change in accordance with generally accepted accounting principles and notice of which has been given in writing to Purchaser; (xv) entered into, extended, amended or terminated, any contract, agreement, lease, franchise, permit or license or any material term of any outstanding security of the Company or the Subsidiaries; (xvi) made any amendment to its certificate of incorporation or bylaws; (xvii) had any labor dispute or pending labor negotiation, or any event that is expected to cause or to give rise to any such labor dispute or negotiation, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or the Subsidiaries, or any lockout, strike, slowdown, work stoppage or threat thereof by or with respect to such employees; (vxviii) entry into a new line of business made any loan, advance or abandonment capital contributions to or discontinuance of investment in any existing line of business;Person; and (wxix) adoption of any plan of mergeragreed, consolidationwhether in writing or otherwise, 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) Contract to do any of the foregoing, or any action or omission that would result actions specified in any of the foregoingthis Section 2.9(b).

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Balance Sheet DateAgreement or as listed (separately for each clause below) on Section 3.08 of the Disclosure Schedules, since August 31, 2015, the business of SLG Company has been conducted operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregateaggregate with any other events, occurrences or developments, a Material Adverse Effect; (b) amendment of Organizational Document the charter, by-laws or other organizational documents of SLGthe Company; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (g) material change in SLGthe Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Indebtedness in the ordinary course of business consistent with past practicean aggregate amount exceeding Twenty-Five Thousand Dollars ($25,000); (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except sales of Inventory in the Balance Sheet or cancellation ordinary course of business consistent with past practice and except for any debts or entitlementsassets having an aggregate value of less than Twenty-Five Thousand Dollars ($25,000); (kj) transfer or lapse, abandonment, transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Company Licensed Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Registered Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its propertyproperty with a cost of repair or replacement exceeding Ten Thousand Dollars ($10,000); (nl) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any loan to, any other Person; (om) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is (including any Contract that, but for such termination or cancellation, would have been a party or by which it is boundMaterial Contract at the Closing); (pn) material capital expendituresexpenditures that, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000); (qo) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s the Company properties, membership interests capital stock or assets, tangible or intangible; (rp) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or pre-existing contractual obligations, (i) increase in wages, salaries, compensation, bonus opportunities (whether annual or long-term, or in the form of cash or property) pension, nonqualified deferred compensation or other fringe benefits or perquisites payable to any current, former or retired executive officer, employee, consultant, independent contractor, other service provider or director from the amount thereof in effect as of August 31, 2015, (ii) grant of severance, retirement or termination pay, entrance into any Contract to make or grant any severance, retirement or termination pay (in each case, except as required under the terms of the Benefit Plans, as in effect as of the Closing), or payment of any bonus other than the customary year-end bonuses in amounts consistent with past practice, (iii) grant, amendment, acceleration, modification or termination of any stock appreciation rights or options to purchase any equity in the Company, any restricted, performance or fully vested equity in the Company, any phantom or restricted equity in the Company, or any right to acquire any equity in the Company with respect to any current, former or retired executive officer, director, consultant, independent contractor or other service provider or employee, (iv) adoption, amendment, modification or termination of any Benefit Plan, (v) hiring, termination, promotion or demotion of any employee, consultant, independent contractor, executive officer, director or other service provider (other than in the ordinary course of business consistent with past practicespractice) or (vi) strike, work stoppage, slow-down or other labor disturbance affecting the Company or any of its Employees. (iiq) except acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets (other than in the ordinary course of business) or stock of, change in the terms of employment for or by any employee other manner, any business or any termination of Person or any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantdivision thereof; (sr) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (ws) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;; or (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand Dollars ($250,00010,000), individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies Inventory in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (zu) action by SLG or with respect to the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, adopt or change any method of accounting in respect of Tax, enter into any Tax allocation or Tax sharing agreement, enter into a closing agreement or settle or compromise of any material claim or assessment in respect of Tax, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Tax, or 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 or the Company in respect of any Post-Closing Tax Periodtaxable period or portion thereof beginning after the Effective Time; or (aav) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, the business of SLG has been conducted in the ordinary course of business consistent with past practice2020, and there has not been, been with respect to SLG, the Company any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 its Organizational Document of SLGDocuments; (c) split, combination or reclassification of any membership or other equity interests; (d) issuance, sale or other disposition of any of its membership or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership or other equity interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership or other equity interests or redemption, purchase or acquisition of its membership or other equity interests; (f) material change in any method of its accounting or accounting practice of SLGpractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s its cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivableAccounts Receivable, inventory controlInventory controls, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer or franchisee deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into or material modification or amendment of any Contract that would constitute a Material Contract; (i) except as set forth termination of a Contract that, if in Section 3.08(iexistence on the date hereof, would have been a Material Contract; (j) of the Disclosure Schedules, 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 practiceIndebtedness; (jk) transfer, assignment, sale or other disposition outside the ordinary course of business of any of the assets shown or reflected in the Year-End Balance Sheet or cancellation of any debts or entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property Company IP or SLG Company IP Agreements; (l) abandonment or lapse Agreements outside the ordinary course of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Propertybusiness; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation acceleration of any Material Contract to which SLG Accounts Receivable, acceptance of a discount on any Accounts Receivable or delay in paying any payables that is a party or by which it is boundnot in the ordinary course of business; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) Lien upon any of SLG’s its properties, membership or other equity interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed Twenty five Thousand Dollars ($100,00025,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person except to fill a vacancy in the ordinary course of business consistent with a salary (or expected total compensation exclusive of benefits) in excess of $100,000past practices; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any 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) promotional, sales, discount or other activity outside of the ordinary course of business consistent with past practices that has had, or would reasonably be expected to have, the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (v) any loan to (or forgiveness of any loan to), or entry into any other transaction or agreement with, any of its current or former equityholders, members, directors, officers or employees; (vw) entry into the settlement or compromise of any Action or any default or consent to entry of any judgment or admission of any liability with respect thereto; (x) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wy) 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; (xz) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Twenty Five Thousand Dollars ($250,00025,000), individually (in the case of a lease, per annum) or Twenty Five Thousand Dollars ($500,000 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 practicepractices; (yaa) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zA) action outside of the ordinary course of business (except pursuant to the transactions contemplated under this Agreement) that would have the effect of increasing Tax on the Company, (B) making of or change to any material Tax election, (C) filing of any amended Tax Return, (D) any agreement (including, without limitation, a closing agreement) with respect to Taxes (excluding agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes), (E) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, (F) adoption or change to any accounting methods, practices or periods for Tax purposes, in each case, except as required by SLG applicable Legal Requirement, (G) request for any Tax ruling, Tax sharing or similar agreement or arrangement (excluding agreements or arrangements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes), or (H) settlement or compromise of any material Tax claim or assessment. (cc) action 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 (aadd) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement, in connection with the Reorganization (including the transactions to be effected in connection therewith), or as set forth on Section 4.09 of the Disclosure Schedules, from the Interim Balance Sheet DateDate until the date of this Agreement, the business of SLG Company Group has been conducted operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGany member of the Company Group, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of Organizational Document of SLGthe charter, by-laws or other organizational documents; (c) split, combination combination, recapitalization, reclassification, or reclassification of any membership interestslike changes in capitalization; (d) issuance, sale sale, transfer, pledge, encumbrance, or other disposition of any of its membership interestsEquity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsEquity Interests; (e) except pursuant to the ADM Redemption Agreementpurchase, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interestsEquity Interests; (f) material change in any method of accounting or accounting practice of SLGthe Company Group, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money Debt in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness, (ii) subjecting of any properties or assets to any Encumbrances (other than Permitted Encumbrances), or (iii) making of any loans or advances to any third party; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP RegistrationSheet, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practicesand except for any assets having an aggregate value of less than $100,000; (i) (i) grant or announcement of any new incentive awards, equity or equity-based compensation, bonus or similar compensation or any increase in the wages, salaries, compensation, bonuses, or incentives payable to any employee, officer or director of the Company Group or independent contractor providing similar services, (ii) establishment or increase or promise to increase any benefits under any Benefit Plan or any program, policy, or arrangement that would be a Benefit Plan if in effect as of the date hereof, (iii) adoption, amendment or termination of any employment agreement for an employee whose base salary or compensation is at least $100,000, (iv) implementation of any employee layoffs that could implicate the WARN Act, (v) hire or engagement of any individual on a full-time, part-time, consulting, independent contractor, or other basis, except in the ordinary course of business, change in the terms of employment for any employee with an annualized salary or any termination equivalent compensation not in excess of any employees for which the aggregate costs and expenses exceed $100,000, or (iiivi) action grant any additional rights to accelerate severance, termination, change in control, retention or similar compensation or benefits or any director, officer, employee or independent contractor of the vesting Company Group; (j) adoption, amendment or payment modification of any compensation Benefit Plan or benefit for the administration thereof; (k) entrance into, adoption, amendment, or termination of any collective bargaining agreement, works council agreement, trade union agreement, employee representation agreement, or similar agreement or arrangement; (l) grant, increase in the rate or terms of, or acceleration of the timing or vesting of any compensation, fees, benefits, or other payments to any current or former employee, officerindependent contractor, director, independent contractor consultant or consultanttemporary employee; (sm) hiring or promoting entrance into, material amendment of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention Material Contract 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 oralInsurance Policy; (un) loan to (acquisition by merger or forgiveness of any loan to)consolidation with, or entry into by purchase of a substantial portion of the assets or Equity Interests of, or by any other transaction withmanner, any of its current business or former members, directors, officers any Person or employeesany division thereof; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wo) 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; (xp) purchasewaiver of any material claims or rights of material value or entrance into any compromise, lease settlement or release with respect to any Proceeding, other acquisition than any settlement or release involving less than $100,000 that contemplates only the payment of money (which payment shall be fully paid prior to the Closing Date) without admission of wrongdoing or misconduct, without ongoing limits on the ownership, conduct or operation of the right to own, use or lease any property or assets for an amount Business and results in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term full and absolute release of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceclaims giving rise to such Proceeding; (yq) except for the APC Mergersale, acquisition by merger transfer, assignment, lease, license, sublicense, abandonment, permission to lapse or consolidation with, expire (other than expiration of registered Intellectual Property in accordance with its maximum statutory term) or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business otherwise dispose of any Person or any division thereofOwned Intellectual Property; (zr) action by SLG 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 permission of any Post-Closing Tax PeriodMaterial Permit to lapse or expire; or (aas) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Interim Financial Statement Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and or except as contemplated in this Agreement or disclosed in Schedule 2.6, there has not been, with respect to SLGCorporation, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document the charter, by-laws or other organizational documents of SLGCorporation; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (ig) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected Intellectual Property (as defined in the Balance Sheet or cancellation of any debts or entitlementsSection 2.16); (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (nk) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (ol) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any material contract (including, but not limited to, any Material Contract Agreement) to which SLG Corporation is a party or by which it is bound; (pm) any material capital expenditures; (qn) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s Corporation properties, membership interests capital stock or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (io) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, 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; (sp) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersstockholders, directors, officers or and employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wq) 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 law or consent to the filing of any bankruptcy petition against it under any similar Lawlaw; (xr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person person or any division thereof; (zs) action by SLG Corporation 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 (aat) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth in Schedule 3.9, from the Interim Balance Sheet DateDate until the date of this Agreement, the business Company and each of SLG its Subsidiaries has been conducted operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGthe Company or any of its Subsidiaries, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of Organizational Document the charter, by-laws or other organizational documents of SLGthe Company or any of its Subsidiaries; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company or its Subsidiaries, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the Balance Sheet or cancellation ordinary course of business, (ii) for any debts or entitlementsassets having an aggregate value of less than $100,000, and (iii) for any vehicles set forth in Schedule 3.9; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business; (j) adoption, amendment or modification of any Benefit Plan; (k) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business consistent with past practicesor any Person or any division thereof, other than India JV, for consideration in excess of $250,000; (iil) capital expenditure, except in the ordinary course of business, change in the terms of employment business and except for any employee or any termination capital expenditures having an aggregate value of any employees for which the aggregate costs and expenses exceed less than $100,000, 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 consultant250,000; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wm) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aan) Contract any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except for the negotiation and execution of this Agreement and the other Transaction Documents or as expressly contemplated hereby or thereby, since the date of the Reference Balance Sheet Datethrough the date of this Agreement, (x) the business of SLG has been conducted Transferred Entities have operated in the ordinary course of business consistent with past practicein all material respects, and (y) there has not beenbeen a change, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence effect or development event that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;Effect and (z) no Transferred Entity has: (ba) amendment of Organizational Document of SLG; (c) splitsold, combination leased, subleased, assigned, licensed or reclassification of any membership interests; (d) issuance, sale or other disposition of transferred any of its membership interests, material assets or grant of any options, warrants or portion thereof (other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred than in the ordinary course of business consistent and other than sales of obsolete assets or assets with past practiceno book value) or mortgaged, pledged or subjected them to any additional Encumbrance, except for Permitted Encumbrances; (jb) transfermade any material capital expenditures in respect of real or personal property or commitments therefor, assignment, sale or other disposition in excess of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements$25,000; (kc) transfer or assignment of or grant of suffered any license or sublicense under or with respect to material casualty loss, except for any SLG Intellectual Property or SLG IP Agreementssuch casualty loss covered by insurance; (ld) abandonment created, incurred, assumed or lapse of or failure to maintain in full force and effect guaranteed any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual PropertyIndebtedness for borrowed money; (me) material damageamended or authorized the amendment of its certificate of incorporation, destruction articles of association or loss (whether or not covered by insurance) to its propertybylaws; (nf) made any material change in its accounting methods or auditing practices, except in so far as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or was required by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase a change 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, required by applicable Law or in the ordinary course of business consistent with past practicesGAAP, (ii) except the independent accountants of the Seller Group or (iii) the Financial Accounting Standards Board or any similar organization; (g) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, any Person or division thereof (other than inventory) or otherwise acquired or licensed any assets or properties, in each case other than in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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; (sh) hiring or promoting of engaged in any person with a salary activity that would require the Buyers’ consent pursuant to Section 5.01, other than clauses (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan tob)(iii), or entry into any other transaction with, any of its current or former members, directors, officers or employees; and (vb)(viii) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aai) Contract committed or agreed 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, the business of SLG has been conducted in the ordinary course of business consistent with past practice2017, and there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document the certificate of SLGincorporation, certificate of formation, by-laws, operating agreement or other organizational documents; (c) split, combination or reclassification of any membership interestsshares of Common Stock or other equity interest; (d) issuance, sale or other disposition of any of its membership interestsequity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership equity interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership equity interests or redemption, purchase or acquisition of its membership equity interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial Statementspractice; (g) material change in SLG’s the cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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 practiceIndebtedness; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Company Financial Statements or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any SLG Intellectual Property or SLG IP Agreementsintellectual property; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its material assets or property; (m) loan (or forgiveness of any loan), advance or capital contribution made by the Company to, or investment in, any Person; (n) termination, modification or amendment of any Contract, except as set forth in Section 3.08(n) of for terminations, modifications or amendments which are not material to the Disclosure Schedules, capital investment in, or loan to, any other PersonCompany; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is boundcapital expenditures; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGthe Company’s properties, membership equity interests or assets, tangible or intangible; (rq) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase change in any wages, salary, severance, pension or other compensation or benefits in respect of its current arrangement or former employees, officers, directors, independent contractors or consultants, other than as provided for in agreement with any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor manager or consultantstockholders of the Company; (sr) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) loan to (or forgiveness of any loan to), or entry into any other transaction withwith any stockholders, any of its current or former membersmanagers, directors, officers or and employees; (vt) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wu) 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; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yw) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (zx) action by SLG to makechange in any tax election or method of tax accounting, change or rescind filing of any Tax election, amend any Tax Return or take any position on any amended Tax Return, take consent to any actionwaiver or extension of any applicable statute of limitations with respect to Taxes, omit to take or any action settlement or enter into final determination of any tax audit, claim, investigation, litigation or other transaction that proceeding or assessment; (y) cancellation or forfeiture of any debts or claims or any waiver of any rights of value; (z) acceleration or delay in the collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the effect ordinary course of increasing business consistent with past practice; (aa) delay or acceleration in the Tax liability or reducing any Tax asset of Buyer in respect payment of any Post-Closing Tax Periodaccount payable or other Liability beyond or in advance of its due date or the date when such account payable or other Liability would have been paid in the ordinary course of business consistent with past practice; (bb) payment of a material Liability in advance of when due; (cc) labor dispute or any activity or proceeding by a Union or representative thereof to organize any employees of the Company, or any lockouts, strikes, work stoppages or any threats thereof or any slowdowns or threats thereof by or with respect to such employees; (dd) any contract with any Affiliate of the Company; or (aaee) Contract agreement, understanding, authorization or proposal for the Company to do take any of the foregoing, or any action or omission that would result actions specified in any of the foregoingthis Section 3.12.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2018, the business of SLG has been conducted Companies have operated in the ordinary course Ordinary Course of business consistent with past practiceBusiness and have suffered no Material Adverse Effect. Except as set forth on Section 3.8 of the Disclosure Schedules, and there has not beensince December 31, with respect to SLG2018, anyno Company has: (a) except as set forth in Section 3.08(a) of the Disclosure Schedulesacquired (including, eventwithout limitation, occurrence or development that has hadby merger, consolidation, or could reasonably be expected to haveacquisition of stock or assets or any other business combination) any corporation, individually partnership, other business organization or in the aggregate, a Material Adverse Effectany division of any such organization or any significant amount of assets; (b) amendment sold, transferred, assigned, leased, subleased, licensed or otherwise disposed of Organizational Document any of SLGits Tangible Personal Property, Intellectual Property or Company Real Property, outside the Ordinary Course of Business; (c) splitissued, combination delivered, sold or reclassification authorized, or proposed the issuance, delivery or sale of, any equity interests of the Companies or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any membership interestscharacter obligating the Companies to issue any such equity interests or other convertible securities; (d) issuanceincurred any Indebtedness or issued any debt securities or assumed, sale guaranteed or other disposition endorsed, or otherwise become responsible for, the obligations of any of its membership interestsPerson, or grant of made any optionsloans or advances, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) granted any security interest in any of its membership intereststheir assets; (e) except pursuant taken any action, other than reasonable and usual actions in the Ordinary Course of Business, with respect to the ADM Redemption Agreement, declaration accounting policies or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interestsprocedures; (f) material made or authorized any change in any method of accounting or accounting practice of SLG, except as required by GAAP or as disclosed in the notes to the Financial StatementsOrganizational Documents; (g) paid, discharged or satisfied any material change claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in SLG’s cash management practices and its policies, practices and procedures with respect to collection the Ordinary Course 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 depositsBusiness; (h) except as set forth in Section 3.08(h) amended, modified or consented to the termination of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract, or amended, waived, modified or consented to the termination of any material rights of any party to such Material Contract, other than in the Ordinary Course of Business; (i) except as set forth in Section 3.08(i) of commenced, became the Disclosure Schedulessubject of, incurrence, assumption or guarantee of settled any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;material Action; or (j) transfer, assignment, sale or other disposition of announced any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted Conduct in the ordinary course of business consistent with past practice, and Ordinary Course. (a) Except as described in the Offering Circular (i) there has not beenbeen any change having a Material Adverse Effect and (ii) there are no conditions known to the Company to be existing, with respect to SLGthe markets, any:proposed marketing plans, facilities, capabilities or personnel of the Company, that reasonably could be expected to have a Material Adverse Effect. (ab) except Except as set forth disclosed in Section 3.08(aSchedule 4.11(b) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually Schedule or in the aggregateOffering Circular, a Material Adverse Effect; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of neither the Company nor any of its membership interestsSubsidiaries has, or grant of any optionssince March 31, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests;1998: (ei) except pursuant to the ADM Redemption Agreement, declaration or payment of made any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required or policy used by GAAP or as disclosed in the notes to the Financial StatementsCompany; (gii) made any material change changes in SLG’s cash management the customary methods of operation of the Company, including practices and its policiespolicies relating to purchasing, practices and procedures with respect to collection of accounts receivablemarketing, 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 depositsselling or pricing; (hiii) failed to maintain the Company's Tangible Personal Property in good repair, ordinary wear and tear excepted, other than such Tangible Personal Property located at the Company's FunCenter sites which are scheduled to close; (iv) except as set forth in Section 3.08(h) contemplated under this Agreement, redeemed any of the Disclosure SchedulesCompany's capital stock or declared, entry into made or paid any Contract that would constitute a Material Contractdividends or distributions (whether in cash, securities or other property) to the holder of the Company's capital stock or otherwise; (iv) except as set forth in Section 3.08(i) issued or sold any of the Disclosure SchedulesCompany's capital stock, incurrencenotes, assumption bonds or guarantee other securities, or any option, warrant or other right to acquire the same, other than the Securities; (vi) merged with, been merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired (by purchase, merger, consolidation, stock acquisition or otherwise) a substantial portion of the assets of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Person or any division or line of business thereof, or otherwise acquired assets other than in the ordinary course of business consistent and in accordance with past practice; (jvii) transferExcept as disclosed in Schedule 4.13(b), assignment, sale permitted or other disposition of allowed any of the assets shown or reflected properties (whether tangible or intangible) of the Company to be subjected to any Encumbrance, except as pledged or given as security in connection with the Offering and as contemplated by the Collateral Agreements (as such term is defined in the Balance Sheet or cancellation of any debts or entitlementsIndenture); (kviii) transfer or assignment made any loan to, guaranteed any Indebtedness of or grant otherwise incurred any Indebtedness on behalf of any license or sublicense under or Person other than in connection with respect to any SLG Intellectual Property or SLG IP Agreementsthe New Units and the Preferred Units; (lix) abandonment made any capital expenditure or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment commitment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) capital expenditure in excess of $100,000; (t) except as set forth 100,000 individually or $2,000,000 in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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 Lawaggregate; (x) purchaseentered into any agreement, lease arrangement or other acquisition transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or Affiliate of such Person); (xi) allowed any permit or environmental permit that was issued or relates to the Company or any Subsidiary or otherwise relates to any asset to lapse or terminate or failed to renew any such permit or environmental permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the right Closing Date, except with respect to ownsuch permit, use environment permit or lease insurance policy which the failure to renew would not result in a Material Adverse Effect; (xii) incurred any property or assets for an amount Indebtedness, in excess of $250,000, 100,000 individually (in the case of a lease, per annum) or $500,000 in the aggregate (aggregate, other than the Indebtedness to be incurred in connection with the case of a lease, for New Units and the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practicePreferred Units; (yxiii) except for amended, modified or consented to the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business termination of any Person material contract or the Company's or any division thereofSubsidiary's rights thereunder; (zxiv) action disclosed any secret or confidential Intellectual Property (except by SLG way of issuance of a patent) or permitted to makelapse or go abandoned any material Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, change or rescind under which, the Company or any Tax electionSubsidiary has any right, amend any Tax Return title, interest 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 Periodlicense; or (aaxv) Contract agreed, whether in writing or otherwise, to do take any of the foregoingactions specified in this Section 4.11(b) except for those contemplated by this Agreement, or any action or omission that would result in any the Offering and the issuance and sale of the foregoingSeries A Preferred Units.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement or as set forth in Section 3.8 of the Disclosure Schedules, from the Balance Sheet DateDate until the date hereof, the business of SLG has been conducted Company and its Subsidiaries have operated in the ordinary course of business consistent with past practice, practice and there has not been, with respect to SLGthe Company or any of its Subsidiaries, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other Organizational Document Documents of SLGthe Company or any of its Subsidiaries; (c) split, combination or reclassification of any membership shares of its capital stock or other equity interests, as applicable; (d) issuance, sale or other disposition of any of its membership interestscapital stock or other equity interest (as applicable), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock or other equity interest (as applicable); (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or other equity interest (as applicable) or redemption, purchase or acquisition of its membership interestscapital stock; (f) material adoption of or change in any method of accounting or accounting practice of SLGthe Company or any of its Subsidiaries, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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 practicean aggregate amount exceeding $100,000; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except for sale of inventory in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $100,000 individually or cancellation of any debts or entitlements$250,000 in the aggregate; (ki) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law agreements or in the ordinary course of business consistent with past practicespractice (none of which are material in nature or amount) or as required by applicable Law, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (sj) hiring adoption, amendment or promoting modification of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000Benefit Plan; (tk) except as set forth election or change in Section 3.08(t) any election, change in an annual accounting period, filing of any amended Tax Return, entry into any closing agreement, settlement of any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender of any right to claim a refund of Taxes, consent to any extension or waiver of the Disclosure Schedules limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or the taking of any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, modification or termination of any (i) employmentchange, severanceamendment, retention agreement, settlement, surrender, consent or other agreement with action would have the effect of increasing the Tax liability of the Company or any current of its Subsidiaries for any period ending after the Closing Date or former employee, officer, director, independent contractor decreasing any Tax attribute of the Company or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oralany of its Subsidiaries existing on the Closing Date; (ul) loan to (acquisition by merger or forgiveness of any loan to)consolidation with, or entry into by purchase of a substantial portion of the assets or stock of, or by any other transaction withmanner, any of its current business or former members, directors, officers any Person or employeesany division thereof; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wm) 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; (xn) purchase, lease disposition or other acquisition of any Real Property or entering into, terminating or materially amending any leases with respect to the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), Leased Real Property except for purchases of inventory or supplies in the ordinary course of business consistent with past practicebusiness; (yo) sale, assignment, transfer (including transfers to any employees, stockholders, members or Affiliates), lease or other disposition of any material amount of assets or properties except for any such sale, assignment, transfer, lease or other disposition that is less than $100,000 (individually or in the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person aggregate) or any division thereofmatter disclosed in subsection (l) of this Section 3.8; (zp) action theft or material loss (whether or not covered by SLG insurance) with respect to makeany material assets or properties of the Company or any of its Subsidiaries; (q) cancellation or compromise of any debt or claim of value in excess of $100,000, change or rescind waiver or release of any Tax electionright or claim of value in excess of $100,000; (r) mortgage, amend pledge or other subjection to any Tax Return Encumbrance, any assets or take properties; (s) any position on capital expenditures, or investments by the Company or any Tax Returnof its Subsidiaries in any Person, take in either case, in excess of $100,000 individually or $250,000 in the aggregate; (t) transfer, grant, waiver or abandonment of any actionrights under, omit to take any action or enter entered into any other transaction that would have settlement regarding the effect breach or infringement of, any Intellectual Property of increasing the Tax liability Company or reducing any Tax asset of Buyer in respect its Subsidiaries, or modification of any Post-Closing Tax Periodexisting rights with respect thereto; or or (aau) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of the applicable Financial Statements, the business of SLG has been conducted and other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness, and there has not been, with respect to SLGany Company Entity, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to any Company Entity; (b) amendment of Organizational Document of SLGthe Company Charter Documents; (c) split, combination or reclassification of any membership interestsshares of the capital stock of any Company Entity; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership intereststhe capital stock of any Company Entity; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests the capital stock of any Company Entity or redemption, purchase or acquisition of its membership intereststhe capital stock of any Company Entity; (f) material change in any method of accounting or accounting practice of SLGany Company Entity, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLGany Company Entity’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (ji) transfer, assignment, sale or other disposition of any material amount of the assets shown or reflected in the Balance Sheet Financial Statements or cancellation of any material debts or material entitlements; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mk) material damage, material destruction or loss (whether or not covered by insurance) to its propertyproperty of any Company Entity, except for ordinary wear and tear; (nl) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment by any Company Entity in, or any loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (qm) imposition of any Encumbrance (other than Permitted Encumbrances) Lien upon any of SLGCompany Entity’s properties, membership interests capital stock or assets, tangible or intangible; (rn) except Other than pursuant to the Employment Agreements as set forth on referenced in Section 3.08(r) of the Disclosure Schedules2.08(d), (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any Company Entity’s employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000of any Company Entity, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantconsultant of any Company Entity; (so) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultantconsultant of any Company Entity, or (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral, involving any Company Entity; (up) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersany Company Entity’s stockholders, directors, officers or and employees; (vq) entry into a material new line of business or abandonment or discontinuance of existing material lines of business by any existing line of businessCompany Entity; (wr) adoption by any Company Entity 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 any Company Entity under any similar Law; (xs) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof;thereof by any Company Entity; or (zt) action by SLG any Company Entity to make, change or rescind any Tax election, amend any Tax Return return or take any position on any Tax Returnreturn, 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 any Company Entity in respect of any Post-Closing Tax Period; or (aa) Contract to do any of period following the foregoing, or any action or omission that would result in any of the foregoingClosing.

Absence of Certain Changes, Events and Conditions. Since Except as contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, since the Balance Sheet Date, the business of SLG has been conducted Company and the Related Entities have operated in the ordinary course of business consistent with past practice, in all material respects and there has not been, with respect to SLGthe Company or the Related Entities, any: (a) except as set forth in Section 3.08(a) material amendment of the Disclosure Schedules, event, occurrence its organizational or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectgovernance documents; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership of its equity interests; (dc) issuance, sale or other disposition of any of its membership equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership equity interests; (ed) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership equity interests or redemption, purchase or acquisition of its membership equity interests; (fe) material change in any method of accounting or accounting practice of SLGthe Company or the Related Entities, except as required by GAAP or applicable Law or as disclosed in the notes to the 2010 and 2011 Audited Financial Statements; (f) waiver, release, assignment, cancellation, compromise or settlement of any material Action, or waiver or release of any material rights of the Company or the Related Entities (other than write-offs of accounts receivable in the ordinary course of business); (g) material change Contract, or material amendment or modification of any existing Contract, in SLG’s cash management practices each case, with any Affiliate (excluding transactions among the Company and its policiesthe Related Entities in the ordinary course of business), practices and procedures with respect to collection officer, director or employee 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 or the Related Entities; (h) except as set forth other than in Section 3.08(h) the ordinary course of business, the Disclosure Schedulesexecution, entry into renewal, amendment, termination or waiver of compliance with the terms of, or breach or assignment of any Material Contract that would constitute a Material Contractor Lease; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP RegistrationFinancial Statements, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) and except in the ordinary course of business, change in the terms of employment for any employee or any termination assets having an aggregate value of any employees for which the aggregate costs and expenses exceed less than $100,000, 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 consultant500,000; (sk) hiring expenditure, or promoting of any person with a salary (or expected total compensation exclusive of benefits) commitment therefor, in excess of $100,000500,000 in the aggregate; (tl) except as set forth in Section 3.08(t) acquisition by merger or consolidation with, or by purchase of a substantial portion of the Disclosure Schedules adoptionassets or stock of, modification or termination by any other manner, any business or any Person or any division thereof for consideration in excess 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, $500,000 in each case whether written or oralthe aggregate; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wm) 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; (xn) purchasechange of any material Tax election; settlement or compromise of any material claim, lease notice, audit report or other acquisition assessment in respect of Taxes; change in any annual Tax accounting period; adoption or change in any material method of Tax accounting; filing of any amended Tax Return; new or amended Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the right statute of limitations period applicable to own, use any material Tax claim or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceassessment; (yo) except for Contract to which the APC Merger, acquisition by merger Company or consolidation with, or by purchase of a substantial portion any of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) Contract Related Entities is a party to do any of the foregoing; (p) material adverse change to, or loss of, any action or omission that would result in any of the foregoingEntitlements; or (q) Material Adverse Effect.

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, the business of SLG has been conducted and other than in the ordinary course Ordinary Course of business Business consistent with past practice, and there has not been, with respect to SLGthe Company or DP-NXA, any: (a) except as set forth in Section 3.08(a) of fact, circumstance, event or action, the Disclosure Schedules, eventexistence, occurrence or development that taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers hereunder not being true and correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.02 to be satisfied; (b) amendment notice or other communication from any Person alleging that the consent of Organizational Document of SLGsuch Person is or may be required in connection with the transactions contemplated by this Agreement; (c) split, combination notice from an employee or reclassification officer of any membership intereststhe Company that the individual intends to terminate his or her employment with the Company after the Closing Date; (d) notice from any client or customer of the Company that it intends to terminate or materially decrease the business conducted with the Company; (e) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (f) amendment of the Governing Documents of the Company; (g) issuance of any new equity interests in, or reclassification of any existing equity interests in, the Company or issuance, sale or other disposition of any of its membership interestsequity interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsequity interests in the Company; (eh) except pursuant for cash distributed to Sellers within the fifteen (15) days prior to the ADM Redemption AgreementClosing Date, declaration or payment of any dividends or distributions by the Company on or in respect of any of its membership any equity interests in the Company, or redemption, purchase or acquisition of its membership interestsany equity interests in the Company; (fi) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gj) material change in SLGthe Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hk) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business Business consistent with past practice; (jl) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet (other than the sale of inventory in the Ordinary Course of Business consistent with past practice) or cancellation of any debts or entitlements; (km) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Company Intellectual Property or SLG Company IP Agreements; (l) , or abandonment or lapse of or failure to maintain in full force and effect any SLG Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG the Company Intellectual Property; (mn) material damage, destruction or loss (whether or not covered by insurance) to its property; (no) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any loan to, any other Person; (op) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or to, rebidding, cancellation of or any price concessions on any Material Contract, including, but not limited to, any notification to the Company that any Material Customer or managed service provider intends to seek bids for any existing Material Contract or in relation to which SLG is a party any existing work performed by the Company or by which it is bound; (p) material capital expendituresits employees; (q) capital expenditures individually in excess of $10,000 or, in the aggregate, in excess of $25,000; (r) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGthe equity interests in the Company or upon any of the Company’s properties, membership interests properties or assets, whether tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (st) hiring or promoting of any person with as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a salary (or expected total compensation exclusive vacancy in the Ordinary Course of benefits) in excess of $100,000Business; (tu) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uv) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its the Sellers, or any of the Company’s former members or current or former members, directors, officers or officers, managers, and employees; (vw) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wx) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution dissolution, or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law Law, or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2012, and other than the Balance Sheet DateA&D Merger, those matters previously disclosed to the business of SLG has been conducted Parent and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGthe Company or any Practice Entity, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Document Documents of SLGthe Company or any Practice Entity; (c) split, combination or reclassification of any membership interestsinterests in the Company or any equity interest in any Practice Entity; (d) issuance, sale or other disposition of, or creation of any of its Encumbrance on, any membership interestsinterests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestsinterests in the Company; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests in the Company or redemption, purchase or acquisition of its any of the Company's outstanding membership interests; (f) material change in any method of accounting or accounting practice of SLG, except as required by GAAP the Company or as disclosed in the notes to the Financial StatementsPractice Entity; (g) material change in SLGthe Company's or any Practice Entity’s cash management practices and its or 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 depositspatient deposits or down payments; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (on) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG the Company or any Practice Entity is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLGthe Company's or any Practice Entity’s properties, membership interests properties or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, independent contractors or consultants, other than as provided for in any written agreements, agreements or required by applicable Law or in the ordinary course of business consistent with past practicesLaw, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultant; (sr) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, consultant or (ii) Benefit Plan or (iii) collective bargaining or other agreement with a UnionPlan, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, managers, shareholders, directors, officers or and employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (w) 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; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yu) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business of or any Person or any division thereof; (zv) action by SLG 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 Buyers in respect of any Post-Closing Tax Period; or (aaw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateJanuary 1, 2022, the business of SLG Business has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to SLG, been any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on (i) the business, results of operations, condition (financial or otherwise), or assets of Seller, or (ii) the value of the Purchased Assets; (b) amendment of Organizational Document of SLG; (c) split, combination or reclassification of any membership interests; (d) issuance, sale or other disposition of any of its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice of SLGfor the Business, except as required by GAAP the United States generally accepted accounting principles in effect from time to time or as disclosed in the notes to the Financial Statements; (gc) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kd) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property Assets or SLG IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (le) except as otherwise indicated on Section 3.11(a) of the Disclosure Schedules abandonment or lapse of or failure to maintain in full force and effect any SLG IP Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets material trade secrets included in SLG the Intellectual PropertyProperty Assets; (mf) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Assigned Contract to which SLG is a party or by which it is boundpermit; (p) material capital expenditures; (qg) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangiblethe Purchased Assets; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wh) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of any Person or any division thereof; (z) action by SLG 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 (aai) 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 in the Balance Sheet DateSEC Filings, since the business date of SLG has been conducted the Company's last interim balance sheet, and other than in the ordinary course of business consistent with past practice, and there has not been, with respect to SLGthe Company or any of its Subsidiaries, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document the charter, by-laws or other organizational documents of SLGthe Company (including the Charter) or any of its Subsidiaries; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, 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; (jh) transfer, assignment, 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; (ki) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or any loan to, any other Person; (oj) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification or amendment to or cancellation of any Material Contract material contract to which SLG the Company is a party or by which it is bound; (pk) any material capital expenditures; (ql) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s the properties, membership interests capital stock or assets, tangible or intangible, of the Company or any of its Subsidiaries; (rm) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any 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 Unionunion, in each case whether written or oral; (un) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersstockholders, directors, officers or and employees; (vo) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wp) 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; (xq) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (z) action by SLG 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 (aar) Contract any contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of SLG has been conducted and other than in the ordinary course of business consistent with past practice, and the Company represents there has not been, with respect to SLGthe Company, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, 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 Organizational Document the charter, by-laws or other organizational documents of SLGthe Company; (c) split, combination or reclassification of any membership interestsshares of its capital stock; (d) issuance, sale or other disposition of any of its membership interestscapital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interestscapital stock; (e) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests capital stock or redemption, purchase or acquisition of its membership interestscapital stock; (f) material change in any method of accounting or accounting practice of SLGthe Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in SLG’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, any capital investment in, or any loan to, any other Person; (ok) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract Contract) to which SLG the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s the Company properties, membership interests capital stock or assets, tangible or intangible; (rn) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, required by applicable Law or in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person with a salary (or expected total compensation exclusive of benefits) in excess of $100,000; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any 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; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former membersstockholders, directors, officers or and employees; (vp) entry into a new line of business or abandonment or discontinuance of any existing line lines of business; (wq) 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; (xr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) except for the APC Merger, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business of or any Person or any division thereof; (z) action by SLG 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 (aas) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since (a) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Balance Sheet Company Disclosure Letter, from January 1, 2022 through the Original Agreement Date, the business of SLG has been conducted in the ordinary course of business consistent with past practice, and (i) there has not been, with respect to SLG, any: (a) except as set forth in Section 3.08(a) of the Disclosure Schedules, been any event, change, effect, development or occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;Effect and (ii) the Company and its Subsidiaries have, in all material respects, conducted their respective businesses and operated their respective properties in the ordinary course of business consistent with past practice. (b) Except as expressly contemplated by this Agreement or as set forth on Section 4.9 of the Company Disclosure Letter, from January 1, 2022 until the Original Agreement Date, there has not been, with respect to the Company or any of its Subsidiaries, any: (i) amendment of Organizational Document or other change to the Governing Documents of SLGthe Company or any of its Subsidiaries or any action outside of such entity’s purpose set forth in such Governing Documents; (cii) split, combination or reclassification of any membership interestsshares of its capital stock; (diii) issuance, sale or other disposition of any (a) options, warrants, Contracts or other rights, arrangements or commitments to acquire the capital stock of its membership interestssuch Person, (b) shares of capital stock of or other voting securities or ownership, membership, partnership, joint venture or equity interests in such Person, and (c) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness having voting rights or convertible into or exchangeable for securities having voting rights) or ownership, membership, partnership, joint venture or equity interests in such Person, in all cases whether vested or unvested, or grant of any options, warrants or other rights to purchase or obtain such equity interests in subsection (including upon conversion, exchange or exercisea) any of its membership intereststhrough (c) hereof; (eiv) except pursuant to the ADM Redemption Agreement, declaration or payment of any dividends or distributions on or in respect of any of its membership interests or redemption, purchase or acquisition of its membership interests; (f) material change in any method of accounting or accounting practice practice, principle, assumption, convention or policy of SLGthe Company or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (gv) material change incurrence, assumption, guarantee or endorsement of any Indebtedness, in SLG’s cash management practices and its policieseach case, practices and procedures with respect to in an amount greater than $100,000, individually, or $250,000, in the aggregate, or issuance or sale of any debt securities or guarantee any debt securities of others; (vi) acceleration, beyond the normal collection cycle, collection of accounts receivable, establishment receivable or delay beyond normal payment terms of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade any accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred than in the ordinary course of business consistent with past practice; (jvii) (A) sale, transfer, assignment, sale lease or other disposition of any of the assets or property shown or reflected on the consolidated balance sheet of the Company as of December 31, 2021, except inventory in the Balance Sheet ordinary course of business consistent with past practice; (B) lease, sublease or cancellation license of any real property of the Company or any of its Subsidiaries, (C) mortgage or Lien of any property or assets of the Company or any of its Subsidiaries, other than Permitted Liens; or (D) forgiveness, cancellation or waiver of any material debts owed to or entitlementsmaterial claims held by the Company or any of its Subsidiaries; (kviii) transfer or assignment of or grant of any license or sublicense under or with respect to any SLG Intellectual Property or SLG IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any SLG IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in SLG Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) except as set forth in Section 3.08(n) of the Disclosure Schedules, capital investment in, or loan to, any other Person; (o) except with respect to the CoBank Indebtedness and Liabilities, acceleration, termination, material modification to or cancellation of any Material Contract to which SLG is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of SLG’s properties, membership interests or assets, tangible or intangible; (r) except as set forth on Section 3.08(r) of the Disclosure Schedules, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other the compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultantsincluding any bonus payments, other than as provided for in any written agreementsagreements in effect on or prior to the Original Agreement Date and listed in the Company Disclosure Schedules; (ix) adoption, required amendment or modification of any Company Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company and its Subsidiaries by applicable Law more than 5% percent of its existing annual obligations to such plans; (x) entry into any collective bargaining agreement or other agreement or understanding or other Contract with any labor union, labor organization or other representative of employees; (xi) hiring, transfer, or termination of the employment of any employee of the Company or any of its Subsidiaries other than: (1) a termination of employment by the Company or such Subsidiary for cause; or (2) the hiring of an employee, in the ordinary course of business consistent with past practices, (ii) except in the ordinary course of business, change in the terms of practice whose annualized compensation is less than $180,000 and whose employment for any employee is terminable at will without notice or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 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 consultantseverance requirements; (sxii) hiring acquisition by merger or promoting consolidation with, or by purchase of the material assets or equity of, or by any person with a salary (other manner, any business or expected total compensation exclusive of benefits) in excess of $100,000Person or any division thereof; (t) except as set forth in Section 3.08(t) of the Disclosure Schedules adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its current or former members, directors, officers or employees; (v) entry into a new line of business or abandonment or discontinuance of any existing line of business; (wxiii) adoption of any plan of merger, consolidation, reorganization, restructuring, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xxiv) purchase, lease any capital expenditure or other acquisition of the right commitment to own, use or lease any property or assets for an amount make capital expenditure in excess of $100,000, individually, or $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceaggregate; (yxv) except for the APC Mergerentry into any Company Material Contract, acquisition by merger or consolidation withtermination of any Contracts that would constitute a Company Material Contract, or by purchase of a substantial portion of the assets amendment or stock of, or by any other manner, any business waiver of any Person or right under any division thereofCompany Material Contract; (zxvi) action by SLG failure to makepay or satisfy when due any material Liability; (xvii) waiver, release, assignment, compromise, commencement, settlement, or agreement to settle any right or pending or potential Legal Proceeding (other than a settlement solely in cash in an amount not to exceed $100,000 and paid in full prior to the First Effective Time); (xviii) sale, transfer, assignment, exclusive license, abandonment, permitted to lapse or other disposition of any Company IP, other than any Company IP that is not material to, or expected to be used or useful in connection with, the business of the Company and its Subsidiaries as currently conducted or reasonably anticipated to be conducted; (xix) settlement or compromise of any material Tax liability, material Tax proceeding or audit, change or rescind of any Tax electionelection or Tax method of accounting, 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 making of any Post-Closing new Tax Periodelection or adoption of any material new Tax method of accounting; or (aaxx) Contract any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.