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

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practice, there has not been, with respect to the Target Corporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target CorporationCompany; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares of its capital stock (other than in connection with the Target Corporationexercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual recognition of revenue and accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares Company properties, capital stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 10,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultantconsultant except as may be required by Section 2.09; (r) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00010,000.00, individually (in the case of a lease, per annum) or $10,000 25,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation 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 Target CorporationParent in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than the Business has not experienced or suffered any Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 4.06 or expressly contemplated or permitted under this Agreement, since the Balance Sheet Date, the Seller has conducted the Business only in the Ordinary Course ordinary course consistent with past practice, practice and there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any material accounting method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (gb) material change in the Target Corporation’s cash management practices and its policies, practices and procedures of the Business with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (je) transfersale, assignment, sale assignment or other disposition transfer of any material assets used in the conduct of the Business that would have been Purchased Assets had they not been sold, assigned or cancellation transferred, other than sales, assignments or transfers of any debts Inventory or entitlements, except for sales of inventory obsolete equipment in the Ordinary Course ordinary course of business consistent with past practice; (kf) cancellation of any material claims of the Business or amendment, termination or waiver of any material rights constituting Purchased Assets; (g) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate Transferred IP or Corporate IP AgreementsIntellectual Property Licenses; (lh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (ni) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundTransferred Permit; (oj) failure to repay when due any material capital expendituresobligation of Seller or any of its Affiliates with respect to the Business; (pk) any single capital expenditure or commitment for the Business in excess of $100,000 or aggregate capital expenditures in excess of $250,000, except as set forth in the capital expenditures budget of the Business that Seller has provided to Buyer; (l) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; agreements, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 25,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business, in each case, except (A) as required by applicable Law and (B) with respect to increases in wages and salaries less than, in the aggregate, five percent (5%) of the aggregate compensation of the employees of Seller, consistent with past practices; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (sn) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vp) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wq) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)50,000, except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xr) acquisition by amalgamation increase, decrease or arrangement withtermination of promotional programs that individually or in the aggregate are material to the Business, or by purchase except in the ordinary course of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;consistent with past practice; and (y) action by the Target 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 or attribute of the Target Corporation; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as disclosed on Schedule 4.10, since the Biozone Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationBiozone, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescertificate of incorporation, by-laws, unanimous shareholder agreement bylaws or other constating organizational documents of the Target CorporationBiozone; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof Biozone Capital Stock; (d) issuance, sale or other disposition of any shares in the Target Corporationof Biozone Capital Stock, or grant of any optionsBiozone Options, warrants Warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its Capital Stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its Capital Stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits Capital Stock; (f) material change in any method of accounting or accounting practice of the Target CorporationBiozone, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationBiozone’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, entitlements except for sales of inventory as incurred in the Ordinary Course ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsIntellectual Property; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which a Target Corporation Biozone is a party or by which it is is, or its assets are, bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares Biozone properties, Capital Stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; , or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesshareholders, directors, officers and employees or any Affiliate of any of the foregoing; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wv) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00050,000, individually (in the case of a lease, per annum) or $10,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xw) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares Capital Stock of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Target Corporation Biozone 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 Target CorporationBiozone in respect of any post-closing tax period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller's capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller's capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (n) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; , or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (ro) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vr) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (ws) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,0005,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and latest balance sheet date as indicated in the Purchaser Public Disclosure Record or other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationPurchaser, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) except with respect the proposed amendment of RVT’s Articles of Incorporation disclosed in the Purchaser’s Annual and Special General Meeting Circular dated August 15, 2016 contained in the Public Disclosure Record, amendment of the articles, Notice of Articles, by-laws, unanimous shareholder agreement or other constating organizational documents of the Target CorporationPurchaser; (c) split, consolidation or reclassification of any shares in the Target CorporationPurchaser; (d) except has had been disclosed in the Purchaser Public Disclosure Record, the issuance, sale or other disposition of any shares in the Target CorporationPurchaser, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target CorporationPurchaser; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation Purchaser or redemption, retraction, purchase or acquisition of their its shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target CorporationPurchaser, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statementsfinancial statements; (g) material change other than as disclosed in the Target Corporation’s cash management practices and its policiesPurchaser Public Disclosure Record, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contractmaterial contract; (ih) except as disclosed in the Public Disclosure Record, incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the balance sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (lj) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mk) except has had been disclosed in the Purchaser Public Disclosure Record any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any material Contract to which a Target Corporation Purchaser is a party or by which it is bound; (om) except has had been disclosed in the Purchaser Public Disclosure Record any material capital expenditures; (pn) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change except has had been disclosed in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) Purchaser Public Disclosure Record any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesshareholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vo) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, dissolution or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as Purchaser a bankrupt or insolvent, making a proposal with respect to the Target Corporation Purchaser under any Law law relating to bankruptcy, insolvency, reorganization, arrangement reorganization or compromise of debts or similar laws, appointment of a trustee, receiver, agent, custodian or similar official for Purchaser or for any substantial part of its properties and assets or a creditor or any other Person commences any proceeding against Purchaser seeking to adjudicate it a bankrupt or insolvent or appointment of a trustee, receiver-manager, agent, custodian or similar official for the Target Corporation it or for any substantial part of its Assetsproperties and assets; (wp) except has had been disclosed in the Purchaser Public Disclosure Record, purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) material property or $10,000 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 ordinary course of business consistent with past practice; (xq) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (yr) action by the Target Corporation Purchaser 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 Purchaser; (s) (i) grant of any bonuses, whether monetary or attribute otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the Target Corporationterms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; or (zt) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Contract to do any of the foregoingcurrent or former employee, officer, director, independent contractor or any action consultant, (ii) Benefit Plan or omission that would result (iii) collective bargaining or other agreement with a Union, in any of the foregoingeach case whether written or oral.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.05 of the Balance Sheet DateDisclosure Schedules, and other than from January 1, 2022, until the date of this Agreement, Seller has operated the Business in the Ordinary Course ordinary course of business consistent with past practice, practice in all material respects and there has not been, with respect to the Target CorporationBusiness, any: (a) event, occurrence any event or development that has had, or could reasonably be expected to havecircumstance that, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of the Disclosure Schedules or as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, since January 1, 2022, until the date of this Agreement there has not been, in each case solely with respect to the Business unless indicated otherwise: (a) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (b) amendment any sale, disposal of or license of any of the ArticlesPurchased Assets (including, by-lawswithout limitation, unanimous shareholder agreement or other constating documents of the Target CorporationIntellectual Property Assets) to any Person; (c) split, consolidation any failure to pay and discharge any trade payables or reclassification other material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of any shares in the Target Corporationdate hereof; (d) issuance, sale any claim or other disposition lawsuit initiated or settled for an amount involving in excess of any shares $25,000 in the Target Corporation, aggregate or grant of any options, warrants involving equitable or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationinjunctive relief; (e) declaration or payment of any dividends or distributions on or failure to comply in respect of any shares in all material respects with all Laws applicable to the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash conduct of the Target Corporation, which have been disclosed to Business or the Purchaserownership and use of the Purchased Assets; (f) with respect to the Business, the Acquired Assets or the Assumed Liabilities: (i) any material Tax election or change in any Tax election, (ii) any change of any annual Tax accounting period or any change of any method of Tax accounting or accounting practice of the Target Corporation, (except as required by GAAP Law), (iii) any amended Tax Return or as disclosed in the notes any claim for Tax refunds, (iv) any entry into any closing agreement relating to the Financial Statements;Taxes or (v) any settlement of any Tax claim, audit or assessment; and (g) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption agreement or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (z) any Contract commitment to do any of the foregoing, or any action or omission that would result things described in any the preceding clauses of the foregoingthis Section 4.05.

Absence of Certain Changes, Events and Conditions. Since Except as described in Section 3.08 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporationeither Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlesits certificate of formation, by-laws, unanimous shareholder operating agreement or other constating documents of the Target Corporationorganizational documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its membership units; (d) issuance, sale or other disposition of any shares in the Target Corporationof its membership units, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its membership units; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its membership units or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits membership units; (f) material change in any method of accounting or accounting practice of the Target Corporationeither Company, except as required by GAAP ASPE or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporationeither Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsIntellectual Property; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation either Company is a party or by which it is bound; (o) any material capital expendituresexpenditures in excess of $10,000, individually, or $50,000 in the aggregate; (p) imposition of any Encumbrance upon any of the Shares either Company’s properties, membership units or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees employee for which which, in each such case, the aggregate costs and expenses exceed $10,000; 25,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesmembers, directors, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wv) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00010,000.00, individually (in the case of a lease, per annum) or $10,000 50,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xw) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares equity of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Target Corporation either Company to make, change or rescind any Tax electionelection or Tax method of accounting, amend any Tax Return Return, settle any proceeding relating to Taxes, consent to any waiver or extension of a statutory period of limitations with respect to the assessment or collection of Taxes, 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 Target Corporationis inconsistent with past practice; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporationany Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating organizational documents of the Target Corporationany Company; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its membership interests; (d) issuance, sale or other disposition of any shares in the Target Corporationof its membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its membership interests; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its membership interests or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits membership interests; (f) material change in any method of accounting or accounting practice of the Target Corporationany Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporationany 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 on Section 4.07(h) of the Disclosure Letter, entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) except as set forth on Section 4.07(j) of the Disclosure Letter, transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment assignment, or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) abandonment of, lapse of, or failure to maintain in full force and effect any Company IP Registration; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to to, or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation any Company is a party or by which it is bound; (op) any material capital expenditures; (pq) imposition of any Encumbrance upon any of the Shares any Company properties, membership interests or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee employee, or any termination of any employees employees, for which employee the aggregate costs and expenses exceed compensation exceeds $10,000; 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 independent contractor or consultant; (rs) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer officer, except to fill a vacancy in the Ordinary Courseordinary course of business; (st) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesmembers or current or former directors, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Target Corporation any 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 Target CorporationBuyer in respect of any Post-Closing Tax Period; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (i) transfer or assignment of, or grant of any license or sublicense under or with respect to, other disposition of, any Intellectual Property Assets or Intellectual Property Agreements (except for sales of inventory non-exclusive licenses or sublicenses granted to customers or services providers in the Ordinary Course ordinary course of business consistent with past practice); (j) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or disclosure of any Trade Secrets included in the Intellectual Property Assets, or any source code related to, or used in, the operation of the Business (except, in each case, in the ordinary course of business consistent with past practice and under written obligations of confidentiality sufficient to protect the secrecy and value of any such Trade Secret or source code); (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any Business Employee or any other current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than in the ordinary course of business, as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee Business Employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any Business Employee or other current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) entry into, adoption, amendment, modification or termination of any: (i) employment, severance, retention or other agreement with any Business Employee or other current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, or (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any Business Employee or any other current or former directors, officers or employees of its Related Partiesthe Business; (s) implementation or announcement of any employee layoffs, office closings, furloughs or other similar workforce actions affecting any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (t) entry into, modification, negotiation, termination or amendment of any Labor Agreement, or recognition or certification of any labor union, works council, other labor organization or employee representative (“Union”) as the bargaining representative of any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (u) entry into a new line waiver or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of business any Business Employee or abandonment other current or discontinuance former employee, officer, director, consultant or independent contractor of existing lines of businessthe Business; (v) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,00050,000, individually (in the case of a lease, per annum) or $10,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zx) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 4.06 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller's capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller's capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; , or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,00015,000, individually (in the case of a lease, per annum) or $10,000 30,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Balance Sheet DateDisclosure Schedules, and other than in the Ordinary Course consistent with past practicesince June 30, 2019, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial StatementsBusiness; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;; without limiting the generality of the forgoing, Seller has not: (i) offered to any Person who owes Accounts Receivable or is otherwise indebted to Seller any cash or other incentive, discount or otherwise induced such Person to accelerate the payment of any amount owed to Seller, (ii) written off or down any Inventory or shipped Inventory on consignment or offered any Person any incentive to accept Seller’s Inventory with a right of return, guaranteed sale or any other mechanism that would incentivize such person to receive Inventory of Seller on an accelerated basis, (iii) paid any expense or payable later than the earliest possible time, or (iv) accrued any expense, deferred any revenue, or accepted any deposits. (he) entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Closing Balance Sheet, except for the sale of Inventory in the ordinary course of Business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) abandonment or lapse or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of Seller, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of Seller or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 5,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of Seller; (rp) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer person except to fill a vacancy in the Ordinary Courseordinary course of Business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultantconsultant of Seller; (ii) Benefit Plan; or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related PartiesSeller; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against Seller under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 Inventory or supplies in the Ordinary Course ordinary course of Business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.07 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, been any of the following with respect to Target, Telemed or the Target Corporation, anyOwnership Interests: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment change in the authorized or issued Equity Interests of the Articles, by-laws, unanimous shareholder agreement Target or other constating documents of the Target CorporationTelemed; (c) split, consolidation amendment to the governing documents of Target or reclassification of any shares in the Target CorporationTelemed; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the of Target Corporation Ownership Interests or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserOwnership Interests; (fe) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gf) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practicepractice or pursuant to the Loan Agreement; (ji) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet; (j) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses other than non-exclusive licenses granted in the ordinary course of business; (l) material damage, destruction or loss (loss, or any material interruption in use, of any Target’s or Telemed’s assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation is a party or by which it is boundPermit; (on) any material capital expenditures; (po) imposition of any Encumbrance upon any of the Shares Target Ownership Interests or Assets, tangible the assets of Target or intangibleTelemed; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any employees, officers, directors, Independent Contractors independent contractors or consultants, other than as as, provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 25,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesdirectors, officers or employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, 10,000 individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Dateexecution of this Agreement, and other than the Business has been conducted in the Ordinary Course ordinary course of business consistent with past practice, and there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Financial Statements, except for the sale of inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (i) transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property Assets or Intellectual Property Agreements (except for sales of inventory non-exclusive licenses or sublicenses granted in the Ordinary Course ordinary course of business consistent with past practice; (kj) transferabandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, assignment or grant of any licence failure to take or sublicence maintain reasonable measures to protect the confidentiality or value of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsTrade Secrets included in the Intellectual Property Assets; (lk) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (rp) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer person except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount property or assets in excess of $10,000, individually (in connection with the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), Business except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xu) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as described in Section 4.06 of the Disclosure Schedule, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of either Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchasereither Seller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP ASPE or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultantsany Employees, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee Employee or any termination of any employees Employee for which which, in each such case, the aggregate costs and expenses exceed $10,000; 25,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultantEmployee under any Employee Plan; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (so) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employeeEmployee, officer, director, Independent Contractor or consultant; (ii) Benefit Employee Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wr) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practiceCourse, there has not been, with respect to the Target Corporationeach ALPS Entity, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporationany ALPS Entity; (c) split, consolidation or reclassification of any shares ALPS Shares or equity interests in the Target Corporationany ALPS Entity; (d) issuance, sale or other disposition of any shares ALPS Shares or equity interests in the Target Corporationany ALPS Entity, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares ALPS Shares or equity interests in the Target Corporationany ALPS Entity; (e) declaration or payment of any dividends or distributions on or in respect of any shares ALPS Shares or equity interests in the Target Corporation any ALPS Entity or redemption, retraction, purchase or acquisition of their shares, except for any dividends ALPS Shares or distributions declared or paid by the Target Corporation in respect equity interests of any excess cash of the Target Corporation, which have been disclosed to the PurchaserALPS Entity; (f) material change in any method of accounting or accounting practice of the Target Corporationany ALPS Entity, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s any ALPS Entities' 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 receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practiceCourse; (j) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsAgreements other than in the Ordinary Course; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation an ALPS Entity is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares ALPS Shares, ALPS Entities equity interests, or Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, dissolution or the commencement of any proceedings by the Target Corporation any ALPS Entity or its creditors seeking to adjudicate the Target Corporation any ALPS Entity as bankrupt or insolvent, making a proposal with respect to the Target Corporation an ALPS Entity under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation an ALPS Entity or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course consistent with past practiceCourse; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation an ALPS Entity 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 Target Corporationan ALPS Entity; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 4.06 of the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Sellers’ capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSellers’ capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (ro) hiring or promoting any individual person as or to (as the case may be) an officer officer/manager or hiring or promoting any employee below officer officer/manager except to fill a vacancy in the Ordinary Courseordinary course of business; (sp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vr) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (ws) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount property or assets in excess of $10,000, individually (in connection with the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)Business, except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than the Business has been conducted in the Ordinary Course consistent with past practiceof Business, and there has not been, with respect to the Target Corporation, been any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retractionpurchase, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices practices, and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practiceof Business; (jg) transfer, assignment, sale sale, or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of the Inventory in the Ordinary Course of Business; (h) cancellation of any debts or entitlementsclaims, except for sales or amendment, termination, or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP material Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the Ordinary Course of Business); (lj) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction destruction, or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to to, or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current any Transaction Employees, independent contractors, or former employees, officers, directors, Independent Contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; Transaction Employee, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current Transferred Employee, consultant or former employee, officer, director, Independent Contractor or consultantindependent contractor of the Business; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any other employee below officer except to fill a vacancy in the Ordinary CourseCourse of Business; (sq) adoption, modification modification, or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor, or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers, or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease lease, or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of twenty-five thousand ($10,00025,000.00), individually (in the case of a lease, per annum) or fifty-thousand ($10,000 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 the Inventory or supplies in the Ordinary Course consistent with past practiceof Business; (xu) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Locked Box Date, and other than in the Ordinary Course ordinary course of business consistent with past practicepractice or permitted or required under this Agreement, there has not beenbeen as of the Original SPA Date, with respect to the Target Corporationany ACFP Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a an ACFP Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target Corporationany ACFP Company; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target Corporationany ACFP Company, except as required by applicable Law or GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporationan ACFP Company’s cash management practices and its policies, practices and procedures or acceleration with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual or delay of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual any account payable or other Indebtedness beyond its due date or the date when such payment would have been paid in the ordinary course of other expenses, deferral of revenue and acceptance of customer depositsbusiness consistent with past practice; (h) entry into any Contract that would constitute a Material Contract, except as set forth in Section 3.08(h) of the Disclosure Schedules; (i) 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 practice; (j) transfer, assignment, sale or other disposition of any of the Assets material assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate Company Intellectual Property, except (i) for non-exclusive licenses granted in the ordinary course of business or (ii) pursuant to Company IP or Corporate IP AgreementsAgreements set forth in Section 3.12(b) of the Disclosure Schedules; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is boundMaterial Contract; (op) any material capital expenditures; (pq) imposition of any Encumbrance Encumbrance, other than a Permitted Encumbrance, upon any of the Shares ACFP Companies properties, capital stock or Assetsassets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, officers or directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for of any employee of the ACFP Continuing Executives or any the ACFP Continuing Officers or, with respect to the ACFP Continuing Employees, termination of any employees for which the aggregate costs and expenses exceed $10,000; 100,000, in each case without the prior written consent of Buyer, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant, in each case except as required by applicable Law or the terms of any Benefit Plan in effect as of the Original SPA Date; (rs) hiring or promoting any individual person as or to (as the case may be) to be an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseofficer; (st) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant with compensation in excess of $100,000 or any of the ACFP Continuing Executives, (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case whether written or oral, in each case, whether written except in the ordinary course of business or oralas required by applicable Law or the terms of any Benefit Plan in effect as of the Original SPA Date; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 250,000 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 ordinary course of business consistent with past practice; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Target Corporation Company to make, change or rescind any Tax election, amend any Tax Return election or take any position on any Tax Return, amend any Tax Return, take any action, omit to take any action or enter into any other transaction transaction, in each case, that would have the effect of materially increasing the Tax liability or materially reducing any Tax asset or attribute of the Target CorporationBuyer in respect of any Post-Closing Tax Period; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than except as set forth in Section 4.06 of the Ordinary Course consistent with past practiceDisclosure Schedules, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableReceivables, establishment of reserves for uncollectible accountsReceivables, accrual of accounts receivableReceivables, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hd) failure to make commercially reasonable efforts to preserve and protect the goodwill of Seller and its relationships with clients, customers, suppliers, referral sources and other persons having business relationships with the Business; (e) entry into any Contract that would constitute a Material Contract, other than in the ordinary course of business consistent with past practices; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in excess of $15,000 except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice, provided; however, that the Bank of America Indebtedness is the subject of negotiations with respect to the refinancing thereof, and may be modified, refinanced, or replaced, prior to Closing; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business, dispositions of obsolete items, and items of below standard quality; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory any rights constituting Purchased Assets, with a value in excess of $15,000, other than in the Ordinary Course ordinary course of business, consistent with past practicepractices; (ki) transfer, assignment or grant of any licence license, waiver, covenant not to sxx, sublicense or sublicence of other permission under any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses, other than in the ordinary course of business, consistent with past practices; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any material Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit, other than in the ordinary course of business, consistent with past practices; (ol) any material capital expendituresexpenditures in excess of $100,000 which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible with the exception of the Bank of America Indebtedness, and any modification, refinancing or intangiblereplacement thereof; (in) 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 any current or former employeesEmployees, officersconsultants or officers of Seller, directors, Independent Contractors or consultants, other change in the material terms of employment for any Employee or entry into a material agreement with any Employee other than as provided for in any written agreements or required by applicable Law; (ii) change consistent with past practice in the terms ordinary course of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultantbusiness; (ro) hiring entry into, termination of, adoption of or promoting amendment to, in any individual as material respect, any change in control or to (as the case may be) an officer severance agreement or hiring any other Benefit Plan or promoting any employee below officer except to fill a vacancy in the Ordinary Coursecollective bargaining agreement; (sp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction (other than in the ordinary course of business consistent with past practices) with, any of its Related PartiesEmployees; (uq) entry into a new line adoption, amendment, modification or termination of business or abandonment or discontinuance of existing lines of businessany Benefit Plan; (vr) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (ws) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practiceof Business, except as set forth in Section 4.6 of the Disclosure Schedules there has not been, with respect to the Target Corporation, been any: (ai) material change in any method of accounting or accounting practice for the Business, except as required by GAAP, as set forth in Section 4.4 of the Disclosure Schedules, or as disclosed in the notes to the Financial Statements; (ii) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (iii) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business, except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business not including obligations or Liabilities to Seller, Shareholders or their Affiliates and Related Persons; (iv) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the Ordinary Course of Business; (v) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets except in a writing included in Section 4.7 of the Disclosure Schedules; (vi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Licenses; (vii) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (viii) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit, except in a writing included in Section 4.7 of the Disclosure Schedules; (ix) material capital expenditures which would constitute an Assumed Liability; (x) loan to, or entry into any other transaction with, any Employees, which loan or transaction remains outstanding or ongoing on the Closing Date; (xi) 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; (xii) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $5,000 individually (in the case of a lease, for the entire term of the lease, not including any option term) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the Ordinary Course of Business, leases set forth in Section 4.7 of the Disclosure Schedules, and transactions with respect to which there is no ongoing financial obligation as of the Closing Date; (xiii) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any Employees (or any such action taken with respect to any other Benefit Plan); or (xiv) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. (b) Since the Interim Balance Sheet Date, and other than in the Ordinary Course of Business, except as set forth in Section 4.6 of the Disclosure Schedules there has not been any: (i) 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 Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’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; (hii) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (piii) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (iiv) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current or former employees, officers, directors, Independent Contractors or consultantsany Employees, other than as provided for in any written agreements or required by applicable Law; (iiconsistent with past practice and disclosed on Section 4.6(b)(iv) of the Disclosure Schedules, or change in the terms of employment for any employee or any termination Employee and disclosed on Section 4.6(b)(iv) of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of businessDisclosure Schedules; (v) adoption entry into or termination of any amalgamationemployment agreement or collective bargaining agreement covering any of the Employees, arrangement, reorganization, liquidation written or dissolutionoral, or modification of the commencement terms of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporationsuch existing agreement; or (zvi) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.07 of the Target Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practice, there has not been, been any of the following with respect to the Target Corporation, anyTarget: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment change in the authorized or issued Equity Interests of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target CorporationTarget; (c) split, consolidation amendment to the Target Charter Documents or reclassification any term of any shares in the Target Corporationoutstanding Equity Interest of Target; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the of Target Corporation Ownership Interests or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserOwnership Interests; (fe) material change in any method of accounting or accounting practice of the Target Corporationfor Target, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gf) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet; rights; (j) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practice;any (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Target Intellectual Property, Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses other than non-exclusive licenses granted in the ordinary course of business; (l) material damage, destruction or loss (loss, or any material interruption in use, of any Target’s assets, whether or not covered by insurance) to any of its Assets; (m) acceleration, termination, material modification to or cancellation of any Material Contract or Permit; (n) material capital expenditures; (o) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any the assets of the Shares or Assets, tangible or intangibleTarget; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former any employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses annual wages exceed $10,000; 50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders, directors, officers or employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wv) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, 10,000 individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (xw) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Target 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 Purchaser or attribute the Surviving Company in respect of the Target Corporationany Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would or would reasonably be expected to result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, except as disclosed in any schedule to this Agreement, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 1,000.00 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (so) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business, except as listed on Schedule 4.06(p) to the Disclosure Schedules; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wr) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,0002,000.00, individually (in the case of a lease, per annum) or $10,000 1,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory, materials, equipment or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 4.06 of the Disclosure Schedules, from the Interim Balance Sheet DateDate to the date of this Agreement, and other than Seller has operated the Business in the Ordinary Course consistent with past practice, ordinary course of business in all material respects and there has not been, with respect to the Target CorporationBusiness, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by US GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (f) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (kg) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lh) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (ni) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (oj) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pk) imposition of any Encumbrance other than any Permitted Encumbrances upon any of the Shares or Purchased Assets, tangible or intangible; (l) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business, except, in the case of clauses (i), (ii) and (iii), as provided, in Seller's management's discretion, to employees to compensate such employees for lost income opportunities resulting from the consummation of the transactions contemplated by this Agreement; (rm) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoptionordinary course of business; provided, modification or termination however, that the hiring of any: (i) employment, severance, retention or other agreement salespeople to continue to grow the business and the hiring of technical resources to assist with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, product development is understood to be in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines the ordinary course of business; (vn) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wo) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) property or $10,000 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 Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zp) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target CorporationCompany Charter Documents; (c) split, consolidation combination or reclassification of any shares in of the Target CorporationCompany Membership Interests; (d) issuance, sale or other disposition of any shares in of the Target CorporationCompany Membership Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in of the Target CorporationCompany Membership Interests; (e) declaration or payment of any dividends or distributions on or in respect of any shares in of the Target Corporation Company Membership Interests or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserCompany Membership Interests; (f) issuance or grant of any EARs; (g) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gh) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hi) entry into any Contract that would constitute a Material Contract; (ij) 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 practice; (jk) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (kl) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (lm) material damage, destruction or loss Loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company is a party or by which it is bound; (op) any material capital expendituresexpenditures in excess of $25,000 in the aggregate; (pq) imposition of any Encumbrance upon any of the Shares Company’s properties, any Company Membership Interests or Assetsassets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses relating to any such change in the terms of employment or termination exceed $10,000; 75,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, director, Independent Contractor independent contractor or consultant; (rs) hiring of any employee or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in without the Ordinary Courseexpress consent of Alliqua; (st) adoption, modification or termination of any: (i) employment, severance, retention retention, change in control pay or other similar agreement with any current or former employee, officer, manager, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, whether casewhether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesMembers or current or former managers, directors, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) make or agree to any material change in the commercial terms (i.e. pricing, rebates, payment terms, etc.) with any customer or supplier; (x) except for the Transactions, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wy) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $10,000 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 practice; (xz) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares securities of, or by any other manner, any business or any Person or any division thereof; (yaa) action by the Target Corporation 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 Liability or reducing any Tax tax asset or attribute of the Target CorporationAlliqua Entities; or (zbb) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.6 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) Sellers have not written up or written down any Purchased Asset or revalued their Inventory; (d) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (lj) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, termination, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements that have been provided to the Buyer or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) adoption, modification or termination of any: (i) employment, severance, termination, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 250,000 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 Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice;; and (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth on Schedule 4.08 and other than (i) in the Ordinary Course ordinary course of business consistent with past practicepractice or (ii) as contemplated by the Interim Spending Plan or (iii) as otherwise contemplated by this Agreement, there has not been, with respect to any of the Target CorporationCompanies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlesits charter, by-laws, unanimous shareholder agreement laws or other constating documents of the Target Corporationorganizational documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock or membership units; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock or membership units, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock or membership units; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or membership units or redemption, retraction, purchase or acquisition of their sharesits capital stock or membership units, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed other than Tax Distributions pursuant to the PurchaserCompany Operating Agreement for the Tax year ending December 31, 2018 and for the short period ending on the Closing; (f) material change in any method of its accounting or accounting practice of the Target Corporationpractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (kj) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (lk) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (ml) any capital investment in, or any loan to, any other Person; (nm) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation it is a party or by which it is bound; (on) any material capital expenditures; (po) imposition of any Encumbrance upon any of the Shares Companies or Assetsany of their material properties, or assets, whether tangible or intangible; (p) (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 independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; Law or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , except as set forth on Section 4.08(q) to the Company Disclosure Schedules, (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (ws) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of One Hundred Thousand Dollars ($10,000100,000), individually (in the case of a lease, per annum) or Three Hundred Thousand Dollars ($10,000 300,000) 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 practice; (xt) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof;; or (yu) action by the Target Corporation it 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 Target Corporation; or (z) ParentCo in respect of any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.08 of the Disclosures Schedules and since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany Group, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target CorporationCompany or any Subsidiary; (c) split, consolidation reverse split, combination or reclassification of any shares in of the Target CorporationCompany’s capital stock; (d) issuance, sale or other disposition of any shares of the Company’s capital stock (other than in connection with the Target Corporationexercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in of the Target Corporation Company’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserCompany’s capital stock; (f) material change in any method of accounting or accounting practice or principles of the Target CorporationCompany Group, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany 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 of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to the property of the Company or any of its AssetsSubsidiary; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company or any Subsidiary is a party or by which it is bound; (o) any material capital expendituresexpenditures of any of the Target Company Group; (p) imposition of any Encumbrance Encumbrance, other than a Permitted Encumbrance, upon any of the Shares Target Company Group properties, capital stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) material change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; officers or key employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant, except as required by written agreement; (r) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (s) other than in the ordinary course of business consistent with past practices adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan (except as may be required by applicable Law) or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesthe Company’s stockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 practice; (x) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation Company Group to make, change or rescind any material Tax election, election or 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 of Parent in respect of any Post-Closing Tax asset or attribute of the Target CorporationPeriod; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateExcept as set forth on Xxxxx Disclosure Schedule 3.25, since June 30, 2020, and other than or in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationXxxxx, any: (a) event, occurrence or development that has had, had or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; (b) amendment declaration or payment of the Articles, by-laws, unanimous shareholder agreement any dividend or distribution of cash or other constating documents of the Target Corporation;property to its Stockholders or purchased, redeemed or made any agreements to purchase or redeem any Xxxxx Interest, (c) issuance of equity securities; (d) amendment of Xxxxx Charter Documents; (e) split, consolidation combination or reclassification of any shares in the Target CorporationXxxxx Interest; (df) issuance, sale or other disposition of any shares in the Target Corporation, of Xxxxx Interest or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target CorporationXxxxx Interest; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (fg) material change in any method of accounting or accounting practice of the Target CorporationXxxxx for tax or book purposes, except as required by GAAP or as disclosed in the notes to the Xxxxx Financial Statements; (gh) material change in the Target Corporation’s Xxxxx’x cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hi) entry into any Contract that would constitute a Xxxxx Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except for unsecured current obligations and Liabilities liabilities incurred in the Ordinary Course consistent with past practiceordinary course of business; (jk) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in Xxxxx Latest Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (kl) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate Xxxxx IP or Corporate Xxxxx IP Agreements; (lm) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to or cancellation of any Xxxxx Material Contract (including, but not limited to, any Xxxxx Material Contract) to which a Target Corporation Xxxxx is a party or by which it is bound; (op) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (pq) imposition of any Encumbrance material Lien upon any of the Shares Xxxxx properties, Xxxxx Interest or Assetsassets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or agreements, required by applicable Law; Law or in the ordinary course of business, (ii) change any material increase in the terms of employment for any employee or any termination base salary of any employees for which the aggregate costs and expenses exceed $10,000officer or employee of Xxxxx; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (rs) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in without the Ordinary Courseexpress consent of Parent; (st) adoption, modification or termination termination, of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , other than termination for cause or in the ordinary course of business, (ii) Benefit Plan; Xxxxx Employee Plan other than as required by applicable Law or (iii) Collective Agreementcollective bargaining or other agreement with a union, in each case, case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) except for the Merger, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practiceordinary course of business; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Target Corporation Xxxxx to make, change or rescind any Tax election, amend any Tax Xxxxx Return or take any position on any Tax Xxxxx 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 Target CorporationSurviving Corporation after the consummation of the Merger; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.06 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, with regard to Seller and the Acquired Entities, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or membership interests, as applicable, or redemption, retraction, purchase or acquisition of their sharesSeller’s capital stock or membership interests, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaseras applicable; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, waiver or grant of any right granted under any Material Contract; (h) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet; (i) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (kj) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lk) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 50,000.00 per employee or $250,000.00 in the aggregate, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current directors or executive officers of its Related Partiesthe Business, or their immediate family members; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,00050,000.00, individually (in the case of a lease, per annum) or $10,000 250,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xu) acquisition any default or breach by amalgamation Parent, Holdings or arrangement with, Acquired Entities in any material respect under any Contract or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target CorporationPermit; or (zv) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Balance Sheet DateDisclosure Schedules, and other than in the Ordinary Course consistent with past practicesince June 30, 2019, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller’s capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller’s capital stock; (fc) material change in any method of accounting or accounting practice of for the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial StatementsBusiness; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;; without limiting the generality of the forgoing, Seller has not: (i) offered to any Person who owes Accounts Receivable or is otherwise indebted to Seller any cash or other incentive, discount or otherwise induced such Person to accelerate the payment of any amount owed to Seller, (ii) written off or down any Inventory or shipped Inventory on consignment or offered any Person any incentive to accept Seller’s Inventory with a right of return, guaranteed sale or any other mechanism that would incentivize such person to receive Inventory of Seller on an accelerated basis, (iii) paid any expense or payable later than the earliest possible time, or (iv) accrued any expense, deferred any revenue, or accepted any deposits. (he) entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Closing A&L Schedule, except for the sale of Inventory in the ordinary course of Business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP Intellectual Property Agreements; (lj) abandonment or lapse or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pn) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultantsconsultants of Seller, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee of Seller or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 5,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of Seller; (rp) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer person except to fill a vacancy in the Ordinary Courseordinary course of Business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultantconsultant of Seller; (ii) Benefit Plan; or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of its Related PartiesSeller; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against Seller under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 Inventory or supplies in the Ordinary Course ordinary course of Business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since February 1, 2021 (the Balance “Term Sheet Date”), and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target CorporationCompany; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares of its capital stock (other than AgeX Loan Shares issued in the Target Corporation, connection with AgeX Loan Conversion as contemplated by this Agreement) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, repayment or guarantee of any indebtedness for borrowed money except unsecured current obligations AgeX Repayment and Liabilities operating expenses incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) payout or withdrawals in any form made out of the Company’s account to AgeX, on AgeX’s behalf, or for any right or economic benefit of AgeX, except for AgeX Repayment; (k) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts entitlements of the Company; (l) transfer or entitlements, assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP Agreements except for sales of inventory non-exclusive licenses or sublicenses granted in the Ordinary Course ordinary course of business consistent with past practice; (km) transferabandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, assignment or grant of any licence failure to take or sublicence maintain reasonable measures to protect the confidentiality or value of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsTrade Secrets included in the Company Intellectual Property; (ln) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mo) any capital investment in, or any loan to, any other Person; (np) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation is a party or by which it is bound; (oq) any material capital expenditures; (pr) imposition of any Encumbrance upon any of the Shares Company properties, capital stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (rt) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (su) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , or (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oralbenefit plan; (tv) entry into any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesStockholders or current or former directors, officers and employees; (uw) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vx) except for the Merger, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wy) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, 10,000 individually (in the case of a lease, per annum) or $10,000 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 practice; (xz) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yaa) action by the Target Corporation 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 Target CorporationParent in respect of any Post-Closing Tax Period; or (zbb) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.06 of the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of Seller's capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserSeller's capital stock; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Interim Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Interim Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (in) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current or former employees, officers, directors, Independent Contractors or consultantsany Employees, other than as provided for in any written agreements or required by applicable Law; (ii) consistent with past practice, or change in the terms of employment for any employee Employee; (o) entry into or any termination of any employees for which employment agreement or collective bargaining agreement covering any of the aggregate costs and expenses exceed $10,000; Employees, written or (iii) action to accelerate oral, or modification of the vesting or payment terms of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultantsuch existing agreement; (rp) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesEmployees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (wq) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xr) acquisition by amalgamation adoption, amendment, modification or arrangement withtermination of any bonus, profit sharing, incentive, severance, or by purchase other plan, Contract or commitment for the benefit of a substantial portion of the assets any Employees (or shares of, or by any such action taken with respect to any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target CorporationBenefit Plan); or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the Seller has conducted the Business in the ordinary course of business consistent with past practice (in all material respects), and other than events occurring in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gc) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accountsaccounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the balance sheet, except for the sale of inventory in the ordinary course of business; (f) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (lg) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (mh) any material capital investment in, or any loan to, any other Personexpenditures for the Business; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible; (i1) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors managers, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law; , (ii2) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 10,000 annually, or (iii3) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (sj) adoption, modification or termination of any: (i1) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, (ii2) Benefit Plan; , or (iii3) Collective Agreementcollective bargaining or other agreement with a union, in each case, case whether written or oral; (tk) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business current or abandonment former directors, officers or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target CorporationBusiness Employees; or (zl) any Contract or Lease 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 4.06 of the Disclosure Schedule, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions distribution on or in respect of any shares in the Target Corporation or Seller’s and its Affiliates’ ownership interests, redemption, retraction, purchase or acquisition of their shares, except for any dividends Seller’s membership interests or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserother ownership interests; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the any notes to the Financial Statements; (gd) material change in any of the Target Corporation’s following: cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract not listed on Section 4.07(a) of the Disclosure Schedule that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business or in connection with the Reorganization; (h) cancellation of any material debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany material rights constituting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses; (lj) material damage, destruction or loss (of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation is a party or by which it is boundPermit other than in accordance the express terms thereof; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance other than Permitted Encumbrances upon any of the Shares or Purchased Assets, tangible or intangible; (in) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current or former employees, officers, directors, Independent Contractors or consultantsany Employees, other than as provided for in any written agreements or required by applicable Law; (ii) consistent with past practice, or change in the terms of employment for any employee Employee; (o) entry into or any termination of any employees for which written employment agreement with any management-level Employees or collective bargaining agreement covering any of the aggregate costs and expenses exceed $10,000; Employees, or (iii) action to accelerate modification of the vesting or payment terms of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultantsuch existing agreement; (rp) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesEmployees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wr) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,00050,000, individually (in the case of a lease, per annum) or $10,000 200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xs) acquisition by amalgamation adoption, amendment, modification or arrangement withtermination of any bonus, profit sharing, incentive, severance, or by purchase other plan, Material Contract or commitment for the benefit of a substantial portion of the assets any Employees (or shares of, or by any such action taken with respect to any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target CorporationBenefit Plan); or (zt) entry into any Material Contract to do any of the foregoing, or any action or omission that would reasonably be expected to result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Balance Sheet DateDisclosure Schedules, and other than from the Interim Statement Date until the date of this Agreement, Seller has operated the Business in the Ordinary Course ordinary course of business consistent with past practice, practice in all material respects and there has not been, with respect to the Target CorporationBusiness, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangibleexcept for Permitted Encumbrances; (ic) grant increase in the compensation of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultantsEmployees, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms ordinary course of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultantbusiness consistent with past practices; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vd) adoption of any amalgamation, arrangement, reorganization, plan of liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation bankruptcy petition against it under any similar Law; (e) change in any Tax election, change to any annual Tax accounting period, adoption of or its creditors seeking change to adjudicate the Target Corporation as bankrupt or insolventany method of Tax accounting, making a proposal filing of any amended Tax Return, entering into of any closing agreement with respect to Taxes, settlement of any Tax claim or assessment, creation of any Lien for Taxes upon any of the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official Purchased Assets (other than Liens for the Target Corporation or for any substantial part of its Assetscurrent Taxes not yet due and payable); (wf) purchasesale, lease transfer, lease, license or other acquisition disposition of any of the right Purchased Assets shown or reflected in the Interim Statement, except for the sale of products in the ordinary course of business consistent with past practices; (g) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business consistent with past practices; (h) material change in the manner in which the Business extends discounts, credits or warranties to owncustomers or otherwise deals with its customers; (i) material casualty, damage, destruction or loss affecting, or material interruption in the use of, whether or lease not covered by insurance, the Purchased Assets or the Business; (j) commencement or settlement of any Assets for litigation involving an amount in excess of $10,000, individually 25,000 for any one case; (k) settlement or compromise of any claims that would have been Purchased Assets; (l) other than in the case ordinary course of a lease, per annum) or $10,000 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 business consistent with past practice; (x) acquisition by amalgamation practices, entry into, extending, materially amending, cancelling or arrangement with, or by purchase of terminating any Contract that is a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target CorporationPurchased Asset; or (zm) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of HHE’s membership interests or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserHHE’s membership interests; (fc) material change in any method of accounting or accounting practice of the Target Corporationpractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of assets shown or reflected in the Assets or Balance Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting assets of HHE; (ki) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (lj) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss (loss, or any material interruption in use, of any assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nl) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is boundPermit; (om) any material capital expenditures; (pn) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangibleits assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor; (rp) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Courseordinary course of business; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiescurrent or former directors, officers or employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $10,000 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 Inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zu) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder operating agreement or other constating organizational documents of the Target CorporationCompany; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock or membership interests; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock or membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock or membership interest; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or membership interests, or redemption, retraction, purchase or acquisition of their shares, except for any dividends its capital stock or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchasermembership interests; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares Company properties, capital stock, membership interests or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer employee, except to fill a vacancy in the Ordinary Courseordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or members or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, 25,000 individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (x) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation 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 Target CorporationBuyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of the balance sheet contained in the Interim Financial Statements, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents any of the Target CorporationCompany Charter Documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof capital stock; (d) issuance, sale or other disposition of any shares in of its capital stock (other than Company Common Stock issued upon exercise of stock options issued under the Target Corporation, Company Stock Incentive Plan) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by its capital stock (other than Company Common Stock issued upon exercise of stock options granted under the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the PurchaserCompany Stock Incentive Plan); (f) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by US GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets material assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate Company IP or Corporate Company IP AgreementsContract other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other PersonPerson that exceeds $100,000; (n) acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is boundMaterial Contract; (o) any material capital expendituresexpenditures that exceed $100,000; (p) imposition of any Encumbrance upon any of the Shares Company properties, capital stock or Assetsassets, tangible or intangible; (q) (i) grant of any bonusesbonus that exceeds $50,000, whether monetary or otherwise, (ii) with respect to the Key Employees or Key Executives, any increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultantsbenefits, other than as provided for in any written agreements agreements, in the ordinary course of business consistent with past practice, or required by applicable Law; , (iiiii) material change in the terms of employment for any employee of the Key Employees or Key Executives, (iv) any termination of any employees for which the aggregate costs and expenses associated with such termination, determined on an individual basis, exceed $10,000; 50,000, or (iiiv) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy (other than in the Ordinary Courseordinary course of business consistent with past practice); (s) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant (other than in the ordinary course of business consistent with past practice), (ii) Benefit Plan; , or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesSecurityholders or current or former directors, officers and employees other than employment and related agreements entered into in the ordinary course of business consistent with past practice; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Mergers and the Specified Acquisition, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 250,000 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 ordinary course of business consistent with past practice; (x) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof, other than the Specified Acquisitions; (y) action by the Target Corporation Company to make, change or rescind any Tax election, election or 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 Target CorporationParent in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than as contemplated by this Agreement, set forth in Section 3.08 of the Disclosure Schedules, or in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany or Holdco, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlesits charter, by-laws, unanimous shareholder agreement laws or other constating documents of the Target Corporationorganizational documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany or Holdco, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company or Holdco is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Shares Company or AssetsHoldco properties, capital stock or assets, tangible or intangible; (q) (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 independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 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 independent contractor or consultant, except, in the cases of clauses (i) or (ii), any grants, increases or changes for which Seller or an Affiliate of Seller (other than the Company or Holdco) shall be solely liable; (r) hiring or promoting any individual person as or to (as the case may be) an executive officer or hiring or promoting any employee below officer except to fill a vacancy in of the Ordinary CourseCompany; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral, except, in the cases of clauses (i) or (ii), any adoption or modification for which Seller or an Affiliate of Seller (other than the Company or Holdco) shall be solely liable; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 250,000 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 ordinary course of business consistent with past practice; (x) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation Company or Holdco 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 Target CorporationBuyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the BowArk Balance Sheet Date, and other than in the Ordinary Course consistent with past practice, there has not been, with respect to the Target CorporationBowArk, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement agreements or other constating documents of the Target CorporationBowArk; (c) split, consolidation or reclassification of any shares in the Target CorporationBowArk; (d) issuance, sale or other disposition of any shares in the Target CorporationBowArk, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target CorporationBowArk; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation BowArk or redemption, retraction, purchase or acquisition of their its shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target CorporationBowArk, except as required by GAAP ASPE or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationBowArk’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a BowArk Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the BowArk Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any of BowArk’s Corporate IP or Corporate IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its material Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any BowArk Material Contract to which a Target Corporation BowArk is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the BTG Power Purchased Shares or Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (tq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesPersons; (ur) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vs) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation BowArk or its creditors seeking to adjudicate the Target Corporation BowArk as bankrupt or insolvent, making a proposal with respect to the Target Corporation BowArk under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation BowArk or for any substantial part of its Assets; (wt) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,00025,000.00, individually (in the case of a leaseLease, per annum) or $10,000 100,000.00 in the aggregate (in the case of a leaseLease, for the entire term of the leaseLease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course consistent with past practice; (xu) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (yv) action by the Target Corporation BowArk 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 Target CorporationBowArk; or (zw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than except as set forth in Section 3.08 of the Ordinary Course consistent with past practiceDisclosure Schedules, there has not been, with respect to the Target Corporationany Company Entity, any: (a) effect, event, occurrence development, occurrence, fact, condition or development change that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement Company Charter Documents or other constating any organizational documents of the Target Corporationany other Company Entity; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof capital stock or other equity capital; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants its capital stock or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationequity interests; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation capital stock or other equity capital or redemption, retraction, purchase or acquisition of their shares, except for any dividends capital stock or distributions declared or paid by other equity capital (other than in the Target Corporation in respect Ordinary Course of any excess cash of the Target Corporation, which have been disclosed to the PurchaserBusiness consistent with past practice); (f) material change in any method of accounting or accounting practice of the Target Corporationpractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’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, except as required by GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory entitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to or cancellation of any material Contract (including any Material Contract) to which a Target Corporation any Company Entity is a party or by which it is bound; (op) any material capital expenditures; (pq) imposition of any Encumbrance upon any of the Shares properties, capital stock or Assetsassets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (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 independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 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 independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (rs) hiring or promoting any individual person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary CourseCourse of Business; (st) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , except in the Ordinary Course of Business, (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) other than this Agreement, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $10,000 250,000 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; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yz) action Tax election made, modified or revoked except as required by the Target Corporation to makeapplicable Law, adoption or change or rescind in any Tax electionaccounting method except as required by applicable Law, amend amendment to any Tax Return or take any position on any material Tax Return, take consent to any action, omit extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable 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 claim or attribute assessment, surrender any right to a refund of the Target CorporationTaxes, or any closing agreement entered into; or or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datemost recent date of the Purchaser Financial Statements, and other than in the Ordinary Course consistent with past practice, there has not been, with respect to the Target CorporationPurchaser, any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target CorporationPurchaser; (c) split, consolidation consolidation, or reclassification of any shares in the Target CorporationPurchaser; (d) issuance, sale sale, or other disposition of any shares in the Target CorporationPurchaser, or grant of any options, warrants warrants, or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any shares in the Target CorporationPurchaser; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation Purchaser or redemption, retraction, purchase purchase, or acquisition of their its shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practice of the Target CorporationPurchaser, except as required by GAAP or as disclosed in the notes to the Purchaser Financial Statements; (g) material change in the Target CorporationPurchaser’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 revenue, and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice; (j) transfer, assignment, sale sale, or other disposition of any of the Assets shown or reflected in the Purchaser Financial Statements or cancellation of any debts or entitlements, except for sales of inventory other than in the Ordinary Course consistent with past practiceCourse; (k) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsAgreements of the Purchaser; (l) material damage, destruction destruction, or loss (whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation the Purchaser is a party or by which it is bound; (o) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (p) imposition of any Encumbrance upon any of the Purchaser Shares or Assets, tangible or intangible; (q) (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 Contractors, or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,00020,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor Contractor, or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer officer, except to fill a vacancy in the Ordinary Course; (s) adoption, modification modification, or termination of 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 Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation liquidation, or dissolution, dissolution or the commencement of any proceedings by the Target Corporation Purchaser or its creditors seeking to adjudicate the Target Corporation Purchaser as bankrupt or insolvent, making a proposal with respect to the Target Corporation Purchaser under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian custodian, or similar official for the Target Corporation Purchaser or for any substantial part of its Assets; (w) purchase, lease lease, or other acquisition of the right to own, use use, or lease any Assets for an amount in excess of $10,00020,000, individually (in the case of a lease, per annum) or $10,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target Corporation Purchaser 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 or attribute of the Target CorporationPurchaser; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than or in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target CorporationCompany Charter Documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares of its capital stock (other than in connection with the Target Corporationexercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany for tax or book purposes, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company is a party or by which it is bound; (o) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (p) imposition of any material Encumbrance upon any of the Shares Company properties, capital stock or Assetsassets, tangible or intangible; (q) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or agreements, required by applicable Law; Law or consistent with past practice, (ii) change any material increase in the terms of employment for any employee or any termination base salary of any employees for which officer or employee of the aggregate costs and expenses exceed $10,000Company; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultantconsultant except as may be required by Section 2.09; (r) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in without the Ordinary Courseexpress consent of Parent; (s) adoption, modification or termination termination, of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , other than termination for cause, (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related PartiesStockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) make or agree to any material change in the commercial terms (i.e. pricing, rebates, payment terms, etc.) with any customer; (w) except for the Merger, adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $10,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of business consistent with past practice; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Target Corporation 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 Liability of Parent or reducing the Surviving Corporation in respect of any Post-Closing Tax asset or attribute of the Target CorporationPeriod; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, and other than in except as set forth on Section 4.06 of the Ordinary Course consistent with past practiceDisclosure Schedules, since December 31, 2018 there has not been, with respect to the Target Corporation, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any non-cash dividends or non-cash distributions on or in respect of any shares of Sellers’ capital stock or membership interests except in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaseraccordance with past practices; (fc) material change in any method of accounting or accounting practice of for the Target CorporationBusiness, except as required by GAAP or as disclosed in the notes to the Financial StatementsStatement; (gd) material change in the Target Corporation’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, and deferral of revenue and acceptance of customer depositsrevenue; (he) except in the Ordinary Course of business consistent with past practices, entry into any Contract that would constitute a Material ContractContract without the prior consent of Buyer; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money except in connection with the Business except: (i) unsecured current obligations and Liabilities incurred in the Ordinary Course of business consistent with past practice; and (ii) additional indebtedness under lines of credit with Wintrust Bank in connection with distributions to members including tax distributions; (jg) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Financial Statements, except for the sale of Inventory in the Ordinary Course of business or Tangible Personal Property in the Ordinary Course of business due to the replacement thereof; (h) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights, respecting Purchased Assets; (ki) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses; (lj) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nk) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation is a party or by which it is boundAssigned Permit; (ol) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pm) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Shares or Purchased Assets, tangible or intangible; (n) except for bonuses and salary increases in Ordinary Course of Business (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses related to such change or termination exceed $10,000; , or (iiiii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor consultant or consultantindependent contractor of the Business; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (so) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; consultant of the Business, except in the Ordinary Course of business consistent with past practice or in connection with severance payments to Restaurant level employees made in connection with terminations for other than good cause to provide consideration for release in accordance with past practice, (ii) Benefit Plan; Plan except to the extent required by Law or in the Ordinary Course of business, or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directors, officers or employees of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wr) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Restaurants for an amount in excess of $10,00050,000, individually (in the case of a lease, per annum) or $10,000 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 Inventory or supplies in the Ordinary Course of business consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (zs) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practicepractice or as set forth on Schedule 3.08, there has not been, with respect to the Target CorporationCompany or Cana Pharmaceuticals, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target CorporationCompany or Cana Pharmaceuticals; (c) split, consolidation combination or reclassification of any shares in of capital stock of the Target CorporationCompany or Cana Pharmaceuticals; (d) issuance, sale or other disposition of any shares in of capital stock of the Target CorporationCompany or Cana Pharmaceuticals, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in of the Target Corporationcapital stock of the Company or Cana Pharmaceuticals; (e) declaration or payment of any dividends or distributions on or in respect of any shares in of the Target Corporation capital stock of the Company or Cana Pharmaceuticals or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash capital stock of the Target Corporation, which have been disclosed to the PurchaserCompany or Cana Pharmaceuticals; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany or Cana Pharmaceuticals, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s or Cana Pharmaceutical’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Balance Sheet since the Balance Sheet Date or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsIntellectual Property; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation the Company or Cana Pharmaceuticals is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares properties, capital stock or Assetsassets, tangible or intangibleintangible of the Company or Cana Pharmaceuticals; (q) (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 independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) material change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesthe stockholders, directors, officers and employees of the Company or Cana Pharmaceuticals; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by bankruptcy petition against the Target Corporation Company or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation Cana Pharmaceuticals under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wv) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (xw) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Target Corporation Company or Cana Pharmaceuticals 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 Target CorporationBuyer in respect of any Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth on Schedule 4.08 and other than (i) in the Ordinary Course ordinary course of business consistent with past practicepractice or (ii) as contemplated by the Interim Spending Plan or (iii) as otherwise contemplated by this Agreement, there has not been, with respect to any of the Target CorporationCompanies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articlesits charter, by-laws, unanimous shareholder agreement laws or other constating documents of the Target Corporationorganizational documents; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock or membership units; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock or membership units, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock or membership units; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or membership units or redemption, retraction, purchase or acquisition of their sharesits capital stock or membership units, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed other than Tax Distributions pursuant to the PurchaserCompany Operating Agreement for the Tax year ending December 31, 2018 and for the short period ending on the Closing; (f) material change in any method of its accounting or accounting practice of the Target Corporationpractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (kj) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Company Intellectual Property or Corporate Company IP Agreements; (lk) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (ml) any capital investment in, or any loan to, any other Person; (nm) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which a Target Corporation it is a party or by which it is bound; (on) any material capital expenditures; (po) imposition of any Encumbrance upon any of the Shares Companies or Assetsany of their material properties, or assets, whether tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; Law or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (sq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , except as set forth on Section 4.08(q) to the Company Disclosure Schedules, (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tr) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesstockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets; (ws) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of One Hundred Thousand Dollars ($10,000100,000), individually (in the case of a lease, per annum) or Three Hundred Thousand Dollars ($10,000 300,000) 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 practice; (xt) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares stock of, or by any other manner, any business or any Person or any division thereof;; or (yu) action by the Target Corporation it 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 Target Corporation; or (z) ParentCo in respect of any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since the Target Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationTarget, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;, except one Employee conflict that had been disclosed but is not expected to be material. (b) amendment of the Articlesarticles of incorporation, by-laws, unanimous shareholder agreement Bylaws or other constating organizational documents of the Target CorporationTarget; (c) split, consolidation combination or reclassification of any shares in the of Target CorporationCapital Stock; (d) issuance, sale or other disposition of any shares in the of Target CorporationCapital Stock, or grant of any options, warrants Target Options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its Capital Stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its Capital Stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits Capital Stock; (f) material change in any method of accounting or accounting practice of the Target CorporationTarget, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationTarget’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the Target Balance Sheet or cancellation of any debts or entitlements, entitlements except for sales of inventory as incurred in the Ordinary Course ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsIntellectual Property; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which a Target Corporation is a party or by which it is is, or its assets are, bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares Target properties, Capital Stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; , or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties;shareholders, directors, officers and employees or any Affiliate of any of the foregoing, except one Employee conflict that had been disclosed but is not expected to be material. (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wv) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 practice; (xw) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets or shares Capital Stock of, or by any other manner, any business or any Person or any division thereof; (yx) action by the Target 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 or attribute of the Target Corporationin respect of any post-closing tax period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.8 of the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationCompany, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) an amendment of the Articles, Company Charter or the by-laws, unanimous shareholder agreement laws or other constating organizational documents of the Target CorporationCompany; (c) split, consolidation combination or reclassification of any shares in the Target Corporationof its capital stock; (d) issuance, sale or other disposition of any shares in the Target Corporationof its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporationof its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation of its capital stock or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaserits capital stock; (f) material change in any method of accounting or accounting practice of the Target CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CorporationCompany’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the Assets material assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlements, except for sales of inventory other than in each case in the Ordinary Course ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP or Corporate IP AgreementsIntellectual Property other than, in each case, in connection with a sale of Products in the ordinary course of business consistent with past practice; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which a Target Corporation Company is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any material Encumbrance upon any of the Shares Company properties, capital stock or Assetsassets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee with an annual salary in excess of $100,000, or any termination of any employees for which the aggregate costs and expenses exceed of such termination exceeded $10,000; 25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor independent contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor independent contractor or consultant; , (ii) material Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, ) any of its Related Partiesstockholders, directors, officers and employees, other than the advancement of expenses in the ordinary course of business consistent with past practice; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; ; (vu) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 consistent with past practice; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporation; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 6.06 of the TMG Disclosure Schedules, since the TMG Interim Balance Sheet Date, respectively, and other than in the Ordinary Course ordinary course of business consistent with past practice, there has not been, with respect to the Target CorporationTMG, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a TMG Material Adverse Effect; (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents Organizational Documents of the Target CorporationTMG; (c) split, consolidation combination or reclassification of any shares in the Target CorporationTMG Stock; (d) issuance, sale or other disposition of, or creation of any shares in the Target CorporationEncumbrance on, any TMG Stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target CorporationTMG Stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation TMG Stock, or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaseroutstanding TMG Stock; (f) material change in any method of accounting or accounting practice of the Target CorporationTMG, except as required by GAAP or as disclosed in the notes to the TMG Financial Statements; (g) material change in the Target Corporation’s TMG's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a TMG Material Contract, other than with any other member of TMG Group; (i) 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 practice; (j) transfer, assignment, sale or other disposition of any of the Assets assets shown or reflected in the TMG Interim Balance Sheet or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice; (k) transfer, transfer or assignment of or grant of any licence license or sublicence of any material rights sublicense under or with respect to any Corporate IP TMG Group Intellectual Property or Corporate TMG Group IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any TMG Group IP Registration or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the TMG Group Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsproperty; (mn) any capital investment in, or any loan to, any other Person; (no) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any TMG Material Contract) to which a Target Corporation TMG is a party or by which it is bound; (op) any material capital expenditures; (pq) imposition of any Encumbrance upon any of the Shares TMG's properties or Assetsassets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, Independent Contractors independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; , (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; 30,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, Independent Contractor independent contractor or consultant; (rs) hiring or promoting any individual person as or to (as the case may be) an officer or hiring or promoting any employee below officer officer, except to fill a vacancy in the Ordinary Courseordinary course of business; (st) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, Independent Contractor independent contractor or consultant; , (ii) TMG Group Benefit Plan; Plan or (iii) Collective Agreementcollective bargaining or other agreement with a Union, in each case, case whether written or oral; (tu) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Partiesmembers or current or former managers, officers and employees; (uv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vw) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wx) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 practice; (xy) acquisition by amalgamation merger or arrangement consolidation with, or by purchase of a substantial portion of the assets assets, stock or shares other equity of, or by any other manner, any business or any Person or any division thereof; (yz) action by the Target Corporation TMG 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 Target CorporationTMG in respect of any Post-Closing Tax Period; or (zaa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, and other than in the Ordinary Course consistent with past practice2012, there has not been, with respect to the Target Corporation, any: (a) been any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;. Except as set forth in Section 4.6 of the Disclosure Schedule, since December 31, 2012, the Business has been conducted in the ordinary course consistent with past practice, and there has not been any: (b) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporation; (c) split, consolidation or reclassification of any shares in the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporation or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporation in respect of any excess cash of the Target Corporation, which have been disclosed to the Purchaser; (fa) material change in any method of accounting or accounting practice of for the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial StatementsBusiness; (gb) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) material change in Seller’s relationship with any customer, vendor, or supplier related to the Business; (d) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (jf) transfer, assignment, sale or other disposition of any of the Purchased Assets or other than in the ordinary course of business; (g) cancellation of any debts or entitlementsclaims or amendment, except for sales termination or waiver of inventory in the Ordinary Course consistent with past practiceany rights constituting Purchased Assets; (kh) transfer, assignment or grant of any licence license or sublicence sublicense of any material rights under or with respect to any Corporate IP Intellectual Property Assets or Corporate IP AgreementsIntellectual Property Licenses except in the ordinary course of business; (li) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to any of its Assets; (m) any capital investment in, or any loan to, any other Person; (nj) acceleration, termination, material modification to or cancellation of any Assigned Contract to which a Target Corporation is a party or by which it is boundPermit; (ok) any material capital expendituresexpenditures which would constitute an Assumed Liability; (pl) imposition of any Encumbrance upon any of the Shares or Purchased Assets, tangible or intangible; (im) 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 any employees of the Business or former employees, officers, directors, Independent Contractors or consultantsany other change in the terms of such employment, other than as provided for in any written agreements or in the ordinary course of business consistent with past practice or to the extent required by pursuant to applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant; (rn) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any employee of its Related Partiesthe Business; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vo) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution, dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation bankruptcy petition against it under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its AssetsLaw; (wp) purchase, lease or other acquisition of the right to own, use or lease any Assets property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 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 ordinary course of business consistent with past practice; (xq) acquisition by amalgamation adoption, amendment, modification or arrangement withtermination of any bonus, profit sharing, incentive, severance, or by purchase other similar plan, Contract or commitment for the benefit of a substantial portion any employee of the assets or shares of, or by Business (including any such action taken with respect to any other manner, any Benefit Plan) except as required by applicable Law or as conducted in the ordinary course of business or any Person or any division thereof; (y) action by the Target 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 or attribute of the Target Corporationconsistent with past practice; or (zr) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.