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

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Business, any: (a) event, occurrence or development that has had a Material Adverse Effect; (b) incurrence, assumption or guarantee of any Indebtedness; (c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance; (h) material capital expenditures which would constitute an Assumed Liability; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business under any similar Law; or (j) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except Since November 29, 2015, and except as contemplated by this Agreement or as set forth listed on Schedule 4.05Section 4.7 of the Disclosure Schedule, since December 31, 2019 until none of the date of this Agreement, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there following has not been, with respect to the Business, anyoccurred: (a) event, occurrence change in any method of accounting or development that has had a Material Adverse Effectaccounting practice for the Business or any change in its depreciation or amortization policies or rates theretofore adopted or revalued any of its assets for the Business; (b) entry into any Material Contract; (c) incurrence, assumption or guarantee of any IndebtednessLiability by the Business or in connection with the Business or Transferred Assets; (cd) sale transfer, assignment, sale, lease, or other disposition of any of the assets that would have been Transferred Assets shown or reflected any other asset of the Business, or creation of any Encumbrance on any of the Transferred Assets, except in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value ordinary course of less than $150,000business; (de) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (ef) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred of the Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred AssetsAssets in excess of $10,000 in the aggregate, whether or not covered by insurance; (hi) material capital expenditures which would constitute an Assumed Liabilityany grant, outside the ordinary course of business, of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any Employees, other than as provided for in any written agreements or consistent with past practice, (ii) any change, outside the ordinary course of business, of the terms of employment for any Employee; (i) adoption loan to, or entry into any other transaction with, any member, director, officer or employee of any plan of merger, consolidation, reorganization, liquidation Seller; (j) capital expenditure or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent commitment therefore relating to the filing Business for additions to its property, facilities or equipment outside of the ordinary course of business; (k) instituted, settled or agreed to settle any bankruptcy petition against Action before any Governmental Authority relating to the Business under any similar LawBusiness, the Transferred Assets or the Assumed Liabilities; (l) a Material Adverse Effect; or (jm) any agreement Contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.054.14, since December 31January 1, 2019 until the date of this Agreement2024, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Business, any: (a) event, occurrence or development that has had a Material Adverse Effect; (b) incurrence, assumption or guarantee of any Indebtedness; (c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the transferBusiness have not: (a) experienced an event, assignment circumstance, condition, change or grant of any exclusive license development that, individually or sublicense of in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material rights under loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any Transferred Intellectual Property; (f) abandonment customer included in a customer or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property other list included in the Owned Intellectual PropertyTransferred Records, except received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business; , (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) material damageother than in the Ordinary Course of Business, destruction modified or lossamended any Assumed Contract or waived, released or assigned any material interruption in userights or claims under any Assumed Contract, of any Transferred Assets, whether or not covered by insurance; (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material capital expenditures which would constitute an Assumed Liability; respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) adoption of settled or waived 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 material Actions with respect to the filing of any bankruptcy petition against the Business under any similar Law; or Business, (j) disclosed any agreement material nonpublic information with respect to do any the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of the foregoingand preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action or omission that would result in any of the foregoinghave been prohibited or otherwise restricted under Section 6.01(c) or (d).

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05disclosed in the Seller SEC Documents, since December 31the Balance Sheet Date, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course ordinary course of Business in all material respects and business consistent with past practice, there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (cd) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Purchased Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value the sale of less than $150,000Inventory in the ordinary course of business; (de) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, except in the Ordinary Course of Business; (ef) except for the License Agreements and in connection with the sale transfer or assignment of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (fg) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any trade secrets included in the Owned Intellectual Property, except in the Ordinary Course of BusinessProperty Assets; (gh) material damage, destruction or loss, or any material interruption in use, of any Transferred Purchased Assets, whether or not covered by insurance; (hi) acceleration, termination, material modification to or cancellation of any Assigned Contract; (j) material capital expenditures which would constitute an Assumed Liability; (ik) imposition of any Encumbrance upon any of the Purchased Assets; (l) other than the plan of liquidation and dissolution adopted by Seller’s Board of Directors prior to the date hereof and subject to the vote of Seller’s shareholders, 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 the Business it under any similar Law; (m) 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 $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 equipment (including the Ordered Equipment), Inventory or supplies in the ordinary course of business consistent with past practice; or (jn) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05in Section 4.06 of the Disclosure Schedules, since December 31the Balance Sheet Date, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course ordinary course of Business in all material respects and business consistent with past practice, there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) entry into any Contract that would constitute a Material Contract; (d) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ce) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Purchased Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value the consumption or sale of less than $150,000Inventory in the ordinary course of business; (df) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, except in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred Purchased Assets, whether or not covered by insurance; (h) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (i) material capital expenditures which with respect to any Vessel or that would constitute an Assumed Liability; (j) imposition of any Encumbrance upon any of the Purchased Assets other than Permitted Encumbrances; (k) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any employees, officers, directors, independent contractors or consultants employed or engaged in 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 employed or engaged in the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000.00 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, consultant or independent contractor employed or engaged in the Business; (l) 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 employed or engaged in the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (m) 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 the Business it under any similar Law; or; (jn) 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 $100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice; (o) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05Since January 1, since December 312023, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course ordinary course of Business in all material respects and business consistent with past practice, there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) entry into any Contract that would constitute a Material Contract; (c) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money in connection with the Acquired Brand except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (cd) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Purchased Assets shown or reflected except for the sale of Inventory in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value ordinary course of less than $150,000business; (de) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, except in the Ordinary Course of Business; (ef) except for the License Agreements and in connection with the sale transfer or assignment of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets; (fg) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Owned Intellectual Property, except in the Ordinary Course of BusinessProperty Assets; (gh) material damage, destruction or loss, or any material interruption in use, of any Transferred Purchased Assets, whether or not covered by insurance; (hi) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (j) material capital expenditures which would constitute an Assumed Liability; (ik) imposition of any Encumbrance upon any of the Purchased Assets; (l) 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 the Business it under any similar Law; orimpending bankruptcy (jm) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05Since January 1, since December 312022, 2019 until the date of this Agreement, Sellers have operated the Business has been conducted in the Ordinary Course ordinary course of Business in all material respects business consistent with past practice, and there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on (i) the business, results of operations, condition (financial or otherwise), or assets of Seller, or (ii) the value of the Purchased Assets; (b) incurrencematerial change in any method of accounting or accounting practice for the Business, assumption except as required by the United States generally accepted accounting principles in effect from time to time or guarantee of any Indebtednessas disclosed in the notes to the Financial Statements; (c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, ; (d) 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 non-exclusive licenses or sublicenses granted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice); (e) except for as otherwise indicated on Section 3.11(a) of the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property; (f) Disclosure Schedules abandonment or lapse of or failure to maintain in full force and effect any material Registered 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 Owned Intellectual PropertyProperty Assets; (f) acceleration, except in the Ordinary Course termination, material modification to or cancellation of Businessany Assigned Contract or permit; (g) material damage, destruction or loss, or any material interruption in use, imposition of any Transferred Encumbrance upon any of the Purchased Assets, whether or not covered by insurance; (h) material capital expenditures which would constitute an Assumed Liability; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business it under any similar Law; or (ji) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05Since the Interim Balance Sheet Date, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course of Business in all material respects and there has not beenBusiness, with respect to the Business, Company there has not been any: Except as set forth in Section 4.06 of the Disclosure Schedules: (a) event, occurrence or development that has had had, or, to the Seller’s Knowledge, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) entry into any Contract that would constitute a Material Contract; (d) incurrence, assumption or guarantee of any Indebtedness; (c) sale or other disposition of any of Indebtedness for borrowed money in connection with the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, Business except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (e) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet, except for the License Agreements and in connection with the sale of services Inventory in the Ordinary Course of Business, the ; (f) transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets or Intellectual Property Agreements; (fg) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Owned Intellectual Property, except in the Ordinary Course of BusinessProperty Assets; (gh) material damage, destruction or loss, or any material interruption in use, of any Transferred Assetsmaterial assets, whether or not covered by insurance; (hi) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (j) material capital expenditures (i.e., in excess of $100,000.00 in the aggregate) which would constitute an Assumed Liability; (k) imposition of any Encumbrance upon any of the assets other than Permitted Encumbrances or those which will be paid off or released at Closing; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law or which do not exceed $10,000 annually, (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 annually, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (m) 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 the Business a Seller under any similar Law; (n) occurrence of any extraordinary (i.e., in excess of $100,000) loss, damage, destruction or casualty loss or affirmatively waived any rights of material value under any Assigned Contract, whether or not covered by insurance and whether or not in the Ordinary Course of Business; (o) making of any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto and which are Assumed Liabilities are reasonably expected to exceed $100,000 on the Closing Date; (p) creation, incurrence, assumption or guaranty of any Indebtedness which is an Assumed Liability, other than Current Liabilities incurred in the Ordinary Course of Business; (q) 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 $20,000, individually (in the case of a lease, per annum) or $40,000 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; (r) material change in the conduct of its cash management, other than in the Ordinary Course of Business (including the collection of receivables, payment of payables, maintenance of Inventory control and pricing and credit practices); (i) any change in the prices or terms of distribution of products or services, (ii) any change to pricing, discount, allowance or return policies, or (iii) grant of any pricing, discount, allowance or return terms for any customer or supplier, including by modifying the manner in which it licenses or otherwise distributes its products; (t) failure to promptly pay and discharge Current Liabilities in an amount in excess of $100,000 except where disputed in good faith; (u) any occurrence whereby the Company: (i) awarded or paid any bonuses to any current or former employee, officer, director or independent contractor of the Company, except to the extent accrued on the Interim Balance Sheet, reflected on the Financial Statements or as required under the terms of an equity incentive plan of such Seller adopted by its board of directors or pursuant to an employee’s or independent contractor’s terms of employment; (ii) entered into any new employment other than with respect to new hires, deferred compensation, severance or similar agreement (nor amended any such existing agreement in any material respect); (iii) increased or agreed to increase the compensation payable or to become payable by it (other than in the Ordinary Course of Business) or benefits to be provided to any current or former director, officer, employee or independent contractor of the Company other than normal recurring increases or pursuant to an employee’s or independent contractor’s terms of employment; (iv) except as required by Law, adopted, amended or terminated any equity incentive plan or made any other material change in employment terms for any employee, officer or director or the engagement terms of any independent contractor; or (v) amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement; or (jv) entry into any agreement Contract to do any of the foregoing, foregoing or taking any action or omission failing to take any action that would has resulted or could reasonably be believed to result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05Since the Balance Sheet Date, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) redemption, purchase or acquisition of Seller’s partnership interests; (c) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) 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; (e) entry into any Contract involving an aggregate consideration in excess of $25,000; (f) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money in connection with the Business, other than under Seller’s existing credit facilities; (cg) transfer, assignment, sale or other disposition outside the ordinary course of business of any of the assets that would have been Transferred Purchased Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (dh) cancellation of any material debts or Claims claims or material amendment, termination or waiver of any rights constituting Transferred rights, in each case outside the ordinary course of business, that if they existed on the date hereof would constitute Purchased Assets, except in the Ordinary Course of Business; (ei) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive assignment, license or sublicense grant, outside the ordinary course of business, any material rights under or with respect to any Transferred material Intellectual PropertyProperty Assets or material Intellectual Property Licenses; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (gj) material damage, destruction or loss, or any material interruption in use, of any Transferred Purchased Assets, whether or not covered by insurance; (hk) acceleration, termination, material modification to or cancellation of any Contract that, if in existence on the date hereof, would be required to be listed on Section 4.07 of the Disclosure Schedules or Permit that, if in existence on the date hereof, would be required to be listed on Section 4.16 of the Disclosure Schedules; (l) material capital expenditures which would constitute an Assumed Liability; (im) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets; (n) except as set forth on Section 4.06(n) of the Disclosure Schedules, grant of any bonuses, whether monetary or otherwise, or any wage, salary, severance or benefit increases in respect of any Employees, directors or independent contractors, other than as provided for in any written agreements or Benefit Plans set forth in Section 4.18(a) of the Disclosure Schedules, or change in the terms of employment for any Employee; (o) entry into or termination of any employment, severance or change in control agreement or collective bargaining agreement covering any of the Employees, written or oral, or modification of the terms of any existing agreement set forth in Section 4.06(o) of the Disclosure Schedules; (p) loan to any Employees; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business, except for purchases in the ordinary course of business consistent with past practice; (s) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any Employees, directors or independent contractors (or any such action taken with respect to any other Benefit Plan); or (jt) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05in Section 4.06 of the Disclosure Schedules, since December 31the Interim Balance Sheet Date, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course of Business in all material respects and there has not beenBusiness, with respect to the Business, Company there has not been any: (a) event, occurrence or development that has had had, or, to the Sellers’ Knowledge, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) entry into any Contract that would constitute a Material Contract; (d) incurrence, assumption or guarantee of any Indebtedness; (c) sale or other disposition of any of Indebtedness for borrowed money in connection with the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, Business except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (e) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet, except for the License Agreements and in connection with the sale of services Inventory in the Ordinary Course of Business, the ; (f) transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets or Intellectual Property Agreements; (fg) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Owned Intellectual Property, except in the Ordinary Course of BusinessProperty Assets; (gh) material damage, destruction or loss, or any material interruption in use, of any Transferred Assetsmaterial assets, whether or not covered by insurance; (hi) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (j) material capital expenditures (i.e., in excess of One Hundred Thousand Dollars ($100,000) in the aggregate) which would constitute an Assumed Liability; (k) imposition of any Encumbrance upon any of the assets other than Permitted Encumbrances or those which will be paid off or released at Closing; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law or which do not exceed Ten Thousand Dollars ($10,000) annually, (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 Ten Thousand Dollars ($10,000) annually, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (m) 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 the Business a Seller under any similar Law; (n) occurrence of any extraordinary (i.e., in excess of One Hundred Thousand Dollars ($100,000) loss, damage, destruction or casualty loss or affirmatively waived any rights of material value under any Assigned Contract, whether or not covered by insurance and whether or not in the Ordinary Course of Business; (o) making of any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto and which are Assumed Liabilities are reasonably expected to exceed One Hundred Thousand Dollars ($100,000) on the Closing Date; (p) creation, incurrence, assumption or guaranty of any Indebtedness which is an Assumed Liability, other than Current Liabilities incurred in the Ordinary Course of Business; (q) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Twenty Thousand Dollars ($20,000), individually (in the case of a lease, per annum) or Forty Thousand Dollars ($40,000) 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; (r) material change in the conduct of its cash management, other than in the Ordinary Course of Business (including the collection of receivables, payment of payables, maintenance of Inventory control and pricing and credit practices); (i) any change in the prices or terms of distribution of products or services, (ii) any change to pricing, discount, allowance or return policies, or (iii) grant of any pricing, discount, allowance or return terms for any customer or supplier, including by modifying the manner in which it licenses or otherwise distributes its products; (t) failure to promptly pay and discharge when due Current Liabilities in an amount in excess of One Hundred Thousand Dollars ($100,000), except where disputed in good faith; (u) any occurrence whereby the Company: (i) awarded or paid any bonuses to any current or former employee, officer, director or independent contractor of the Company, except to the extent accrued on the Interim Balance Sheet, reflected on the Financial Statements or as required under the terms of an equity incentive plan of such Seller adopted by its board of directors or pursuant to an employee’s or independent contractor’s terms of employment; (ii) entered into any new employment other than with respect to new hires, deferred compensation, severance or similar agreement (nor amended any such existing agreement in any material respect); (iii) increased or agreed to increase the compensation payable or to become payable by it (other than in the Ordinary Course of Business) or benefits to be provided to any current or former director, officer, employee or independent contractor of the Company other than normal recurring increases or pursuant to an employee’s or independent contractor’s terms of employment; (iv) except as required by Law, adopted, amended or terminated any equity incentive plan or made any other material change in employment terms for any employee, officer or director or the engagement terms of any independent contractor; or (v) amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement; or (jv) entry into any agreement Contract to do any of the foregoing, foregoing or taking any action or omission failing to take any action that would has resulted or could reasonably be believed to result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05To Seller’s Knowledge, since December 31January 1, 2019 until the date of this Agreement2018, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the BusinessRWG, any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect; (b) incurrence, assumption or guarantee amendment of any Indebtednessthe Organizational Documents of RWG; (c) split, combination or reclassification of any membership interests in RWG; (d) declaration or payment of any distributions on or in respect of any membership interests in RWG; (e) entry into any material Contract; (f) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Assets shown Pipeline System or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Businessentitlements; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, loss (whether or not covered by insurance) to a material asset; (h) material capital expenditures which would constitute an Assumed Liabilityexcept as set forth on Schedule 3.13(h), any commitment to make any expenditure involving, individually or in the aggregate, a cash outlay in excess of Fifty Thousand Dollars ($50,000); (i) imposition of any Encumbrance upon the Membership Interest or any of RWG’s assets; (j) 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 the Business it under any similar Law; or; (jk) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (l) action by RWG to make, change or rescind any tax election other than in the normal course of business, amend any Tax Return unless required by applicable Tax Laws and not adverse to Buyer; (m) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05Since the Balance Sheet Date, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business and other than in the Ordinary Course ordinary course of Business in all material respects and business consistent with past practice, there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) entry into any Contract that would constitute a Material Contract; (d) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ce) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Purchased Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (df) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, except in the Ordinary Course of Business; (eg) except for the License Agreements and in connection with the sale transfer or assignment of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (fh) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Owned Intellectual Property, except in the Ordinary Course of BusinessProperty Assets; (gi) material damage, destruction or loss, or any material interruption in use, of any Transferred Purchased Assets, whether or not covered by insurance; (hj) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expenditures which would constitute an Assumed Liability; (l) imposition of any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements, in the ordinary course of business, or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $50,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (n) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Business; (p) 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 the Business it under any similar Law; (q) 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 $50,000.00, individually (in the case of a lease, per annum) or $150,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice; or (jr) any agreement 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. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.05in Section 2.7 of the Company Disclosure Schedule, since December 31, 2019 from the Company Interim Balance Sheet Date until the date of this Agreement, Sellers have the Company has operated the Business in the Ordinary Course ordinary course of Business business in all material respects and there has not been, with respect to the Business, been any: (a) event, occurrence or development that has had had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) incurrencematerial change in any method of accounting or accounting practice of such entity, assumption except as required by GAAP or guarantee of any Indebtednessapplicable Law or as disclosed in the notes to the Company Financial Statements; (c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in on the Company Interim Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value in the ordinary course of less than $150,000business; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Company Intellectual PropertyProperty except in the ordinary course of business; (e) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Company Material Contract) to which such entity is a party or by which it is bound; (f) entry into a new line of business or abandonment or lapse discontinuance of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course existing lines of Businessbusiness; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance; (h) material capital expenditures which would constitute an Assumed Liability; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business it under any similar Law; or; (jh) any agreement to do any acquisition by merger or consolidation with, or by purchase of a substantial portion of the foregoingassets, stock or other equity of, or by any action other manner, any business or omission that any Person or any division thereof; (i) failure to operate its business in compliance with its FCC licenses and the Communications Laws, including without limitation, the timely filing of any required reports, notices or fees, except where the failure to be in compliance would result in any of the foregoingnot have a Company Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Except Since January 1, 2018, there has not been a Material Adverse Effect, or any development that is reasonably likely to result in a Material Adverse Effect, in the financial condition or results of operations of the Business or the Acquired Assets. Without limiting the generality of the foregoing, since such date, except as contemplated by this Agreement or as set forth disclosed on Schedule 4.054.6, since December 31Seller has not, 2019 until with respect to the date of this Agreement, Sellers have operated Business: (a) conducted the Business other than in the Ordinary Course of Business; (b) suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course of Business; (c) incurred any Liabilities of any nature other than items incurred in the Ordinary Course of Business, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve, other than in the Ordinary Course of Business; (d) permitted, allowed, or suffered any of its properties or assets (real, personal, or mixed, tangible or intangible) to be subjected to any Encumbrance (other than Permitted Encumbrances); (e) canceled any debts or waived any claims or rights in excess of $25,000 individually or $100,000 in the aggregate; (f) incurred any long term indebtedness; (g) entered into any Contract other than in the Ordinary Course of Business that could require Seller to pay in all material respects and there has not been, with respect to the Business, any: (a) event, occurrence or development that has had a Material Adverse Effectexcess of $25,000; (bh) incurrencesuffered any damage, assumption destruction, or guarantee loss to the Acquired Assets or the Business in excess of any Indebtedness$25,000, whether covered by insurance or not; (ci) sale sold, assigned, transferred, leased, licensed, or other disposition of otherwise disposed, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any of the assets that would have been Transferred Acquired Assets shown (whether tangible or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assetsintangible), except in the Ordinary Course of Business; (ej) except for the License Agreements and in connection with the sale disposed of services or permitted to lapse any right to use any Business Intellectual Property or disposed of or disclosed to any Person not authorized to have such information any of Business Intellectual Property not previously a matter of public knowledge or existing in the Ordinary Course of Businesspublic domain; (k) granted, the transferor agreed to grant, assignment or grant of any exclusive license or sublicense of any of, assigned, or transferred Business Intellectual Property or material rights under or with respect to any Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Business Intellectual Property, except in the Ordinary Course of Business pursuant to customer, vendor, supplier or manufacturer Contracts that grant non-exclusive licenses to such parties; (l) granted or incurred any obligation for any increase in the compensation of any employee of Seller (including any increase pursuant to any bonus, pension, profit-sharing, retirement, or other plan or commitment) except for raises to employees in the Ordinary Course of Business; (gm) material damageterminated, destruction or lossamended, or modified any material interruption in use, of any Transferred Assets, whether Material Contract or not covered by insuranceagreed to do so; (hn) material capital expenditures which would constitute an Assumed Liability; (i) adoption taken any other action that is not in the Ordinary Course of any plan of merger, consolidation, reorganization, liquidation Business or dissolution or filing of a petition provided for in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business under any similar Lawthis Agreement; or (jo) any agreement agreed in writing 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05in Section 4.07 of the Disclosure Schedule, since December 31the Balance Sheet Date, 2019 until the date business of this Agreement, Sellers have operated the Business in the Ordinary Course of Business Company has been conducted in all material respects in the ordinary course of business, consistent with past practice, and there has not been, with respect to the BusinessCompany, any: (a) event, occurrence or development change that has had had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) incurrenceamendment of the charter, assumption by-laws or guarantee other organizational documents of any Indebtednessthe Company; (c) issuance, sale or other disposition of any of the assets that would have been Transferred Assets shown its capital stock, or reflected in the Balance Sheetgrant of any options, except for warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any such assets that would have been Transferred Assets having an aggregate value of less than $150,000its capital stock; (d) cancellation material change in any method of any material debts accounting or Claims or amendment, termination or waiver accounting practice of any rights constituting Transferred Assetsthe Company, except in the Ordinary Course of Businessas required by GAAP; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of entry into any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyContract that would constitute a Material Contract; (f) incurrence of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (g) transfer or assignment of, or grant of any license or sublicense under or with respect to, any Intellectual Property material to the Company or related Contracts except non- exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (h) abandonment or lapse of of, or failure to maintain in full force and effect effect, any material Registered Intellectual Property material to the Company, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Owned Intellectual Property, except in Property material to the Ordinary Course of BusinessCompany; (gi) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, loss (whether or not covered by insurance) to its property; (hj) acceleration, termination, material capital expenditures modification to or cancellation of any Material Contract to which would constitute an Assumed Liabilitythe Company is a party or by which it is bound, except in the 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 in the ordinary course of business, as provided for in any written agreements, or as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (l) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (m) 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 the Business it under any similar Law; (n) action by Seller, any Affiliate thereof, or the Company to, in each case, make, change or rescind any material Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the Tax liability of the Company, Buyer or any Buyer Affiliate in respect of any Post-Closing Tax Period; or (jo) any agreement 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. Except as contemplated by this Agreement or as set forth on Schedule 4.05, since December Since March 31, 2019 until 2024 (the date of this Agreement“E-Core Interim Balance Sheet Date”), Sellers have operated the Business and other than in the Ordinary Course of Business in all material respects and there has not beenBusiness, with respect to the BusinessE-Core, E-Core Newco or Upexi, there has not been any: (a) i. event, occurrence or development that has had had, or, to Upexi’s Knowledge, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) ii. material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; iii. incurrence, assumption or guarantee of any IndebtednessIndebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (c) iv. transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheetbalance sheet contained in E-Core Financial Statements, except for any such assets that would have been Transferred Assets having an aggregate value the sale of less than $150,000; (d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except Inventory in the Ordinary Course of Business; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the v. transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual PropertyProperty Assets or Intellectual Property Agreements; (f) vi. abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any trade secrets included in Intellectual Property that constitute E-Core Assets or assets of UCP related to and/or required to operate the Owned Intellectual Property, except in the Ordinary Course of E-Core Business; (g) vii. material damage, destruction or loss, or any material interruption in use, of any Transferred Assetsmaterial assets, whether or not covered by insurance; (h) viii. acceleration, termination, material capital expenditures which would constitute an Assumed Liabilitymodification to or cancellation of any Contract or Permit assigned to E-Core Newco by operation of law or otherwise as a result of the transactions contemplated by this Agreement; (i) ix. imposition of any Encumbrance upon any of the assets; x. 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 the Business Upexi, Upexi Newco, or E-Core under any similar Law; or; xi. creation, incurrence, assumption or guaranty of any Indebtedness which is an Assumed Liability, other than Current Liabilities incurred in the Ordinary Course of Business; (ji) any agreement change in the prices or terms of distribution of products or services, (ii) any change to pricing, discount, allowance or return policies, or (iii) grant of any pricing, discount, allowance or return terms for any customer or supplier, including by modifying the manner in which it licenses or otherwise distributes its products; xiii. failure to promptly pay and discharge when due Current Liabilities in an amount in excess of Twenty Thousand Dollars ($20,000), except where disputed in good faith; xiv. entry into any Contract to do any of the foregoing, foregoing or taking any action or omission failing to take any action that would has resulted or could reasonably be believed to result in any of the foregoing; xv. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Effective Date, there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect to either E-Core, Upexi Newco or Upexi.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this the Agreement or as set forth on Schedule 4.054.05 of the Disclosure Schedules, since December 31, 2019 from the Balance Sheet Date until the date of this Agreement, Sellers have operated the Business has operated in the Ordinary Course ordinary course of Business business in all material respects and there has not beenbeen , with respect to the Business, any: (a) event, occurrence or development that has had a Material Adverse Effect; (b) incurrence, assumption or guarantee of any Indebtednessindebtedness for borrowed money, except unsecured current obligations and liabilities incurred in the ordinary course of business; (c) sale or other disposition of any of the assets that would have been Transferred Purchased Assets shown or reflected in on the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value the sale of less than $150,000Inventory in the ordinary course of business; (d) cancellation of any material debts or Claims claims or amendment, termination or waiver of any rights constituting Transferred Purchased Assets, except in the Ordinary Course ordinary course of Businessbusiness; (e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance; (h) material capital expenditures in an aggregate amount exceeding $50,000 which would constitute an Assumed Liability; (if) adoption imposition of any plan Encumbrance upon any of mergerthe Purchased Assets, consolidationexcept for Permitted Encumbrances; (g) increase in the compensation of its Employees, reorganization, liquidation other than as provided for in any written agreements or dissolution or filing in the ordinary course of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business under any similar Lawbusiness; or (jh) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.