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

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Group, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in 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 of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $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 or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, 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; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements outside the ordinary course of business; (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 its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (sr) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (ts) 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Groupand its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $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 or consultant; (sr) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (ts) 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 a union, works council or labor organization (collectively, “Union”)agreement, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,00025,000, 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; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Holdings in respect of any Post-Closing Tax Period; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.06 of the Balance Sheet DateDisclosure Schedules, since December 31, 2015, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Group, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the chartercertificate of incorporation, by-laws or other organizational documents of the CompanyTMS Sub; (c) split, combination or reclassification of any shares of its the capital stockstock of TMS Sub; (d) issuance, sale or other disposition of any shares of its the capital stockstock of TMS Sub, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares of its the capital stockstock of TMS Sub; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of for the Company, except as required by GAAP or as disclosed in the notes to the Financial StatementsBusiness; (gf) with respect to the Business, material change in its 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; (g) material change in any of the Seller Parties’ relationship with any customer, vendor, or supplier related to the Business; (h) entry into any Contract that would constitute a Material Contract; (i) 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 consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected Business Assets, except for the use and sale of Business Inventory and supplies in the Balance Sheet or ordinary course of business; (k) cancellation of any debts or entitlementsclaims constituting Business Assets or amendment, termination or waiver of any rights constituting Business Assets; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included Intellectual Property Licenses except in the Company Intellectual Propertyordinary course of business; (m) material damage, destruction or loss (loss, or any material interruption in use, of any Business Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Business Contract or Permit; (o) material Contract (including, but not limited to, any Material Contract) capital expenditures relating to which any member of the Company Group is a party or by which it is boundBusiness; (p) imposition of any material capital expendituresEncumbrance other than a Permitted Encumbrance upon any of the Business Assets or the Shares; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension 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 this Agreement or any written agreements agreements, or required by applicable Law, (ii) any other change in the terms of employment for any employee Employee other than as provided for in this Agreement or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantother written agreement; (sr) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other material transaction with, with any of its stockholders Employees other than as provided for in this Agreement or current or former directors, officers and employeesany other written agreement; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (ws) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, in each case, with respect to any of the Seller Parties; (xt) 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 $10,000, individually (in the case of a lease, per annum) or $100,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Business Inventory or supplies in the ordinary course of business consistent with past practice; (yu) acquisition by merger adoption, amendment, modification or consolidation 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 or stock of, or by any Employees (including any such action taken with respect to any other manner, any business Benefit Plan) other than as provided for in this Agreement or any Person or any division thereofother written agreement; (zv) action filing of any amended Tax Returns by any member of the Company Group to makeSeller Parties, change and neither of the Seller Parties has: (i) made or rescind rescinded any Tax election; (ii) signed or entered into any closing agreement; (iii) settled or compromised any claim or assessment of Tax liability; (iv) surrendered any right to claim a refund, amend offset or other reduction in liability; (v) consented to any Tax Return extension or take waiver of the limitations period applicable to any position on claim or assessment, in each case, with respect to Taxes; (vi) changed any Tax Return, take annual accounting period or adopted or changed any action, omit method of accounting; or (vii) acted or omitted to take any act where such action or enter into any other transaction that would omission to act could reasonably be expected to have the effect of increasing the any present or future Tax liability with respect to the either of the Seller Parties or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Periodtheir Affiliates; or (aaw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth in Section 3.08 of the Disclosure Schedules, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) a. event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) b. amendment of the charter, by-laws or other organizational documents Organizational Documents of the Company; (c) c. split, combination or reclassification of any shares of its capital stockmembership interests in the Company; (d) d. issuance, sale or other disposition of, or creation of any of its capital stockEncumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockmembership interests in the Company; (e) e. declaration or payment of any dividends or distributions on or in respect of any of its capital stock membership interests in the Company or redemption, purchase or acquisition of its capital stockany of the Company’s outstanding membership interests; (f) f. material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) g. material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) h. entry into any Contract that would constitute a Material Contract; (i) i. incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) j. transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or k. transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) 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) l. material damage, destruction or loss (whether or not covered by insurance) to its property; (n) m. any capital investment in, or any loan to, any other Person; (o) ; n. acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) o. any material capital expenditures; (q) p. imposition of any Encumbrance upon any of any member of the Company GroupCompany’s properties, capital stock properties or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, 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 $50,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) r. adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) s. any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directorsmembers, managers, officers and employees; (v) ; t. entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) ; u. adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) v. purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $100,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) w. acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business or any Person or any division thereof; (z) x. action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) y. 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 of business consistent with past practiceDisclosure Schedules, there has not been, with respect to any member of the Company GroupEntity, 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 Company Material Adverse Effect; (b) amendment of the charter, by-laws Company Charter Documents or other any organizational documents of the Companyany other Company Entity; (c) split, combination or reclassification of any shares of its capital stockstock or other equity capital; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants stock or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockequity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stockstock or other equity capital (other than in the Ordinary Course of Business consistent with past practice); (f) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as set forth in Exhibit H, or as disclosed in the notes to the Financial Statements; (g) material change in 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, except as required by GAAP or as set forth in Exhibit H, 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 Ordinary Course of business Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group Entity is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, 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 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 $50,000100,000, 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, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any 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 course Ordinary Course of businessBusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $100,000 250,000 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 Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof, other than the acquisition of the Nevada assets of The Source Holding LLC and its Affiliates; (z) action Tax election made, modified or revoked except as required by any member of the Company Group 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 assessment, surrender any right to a refund of Buyer in respect of Taxes, or any Post-Closing Tax Periodclosing agreement entered into; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charterArticles of Organization, by-laws Operating Agreement or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stockCompany Membership Interests; (d) issuance, sale or other disposition of any of its capital stock, the Company Membership Interests or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockCompany Membership Interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any 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 its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders members or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,00050,000, 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; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent in respect of any Post-Closing Tax Period; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,00025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders Stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate the Financial Statements were provided to Buyer, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements except non- exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $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 or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000172,333.80 (subject to annual increases per the Company’s office lease, which has been presented in executed form to Buyer by the Company), individually (in the case of a lease, per annum) or $100,000 544,212 (excluding common area maintenance charges) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 practicepractice and those which are set forth on the Closing Indebtedness Certificate; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000500.00, 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; (sr) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (ts) 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,0001,000, individually (in the case of a lease, per annum) or $100,000 5,000 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; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer Parent in respect of any Post-Closing Tax Period; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Balance Sheet Disclosure Schedules, since the Interim Financial Statements Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Groupor its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any Equity of any of the Company nor its capital stockSubsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity of any of the Company nor its capital stockSubsidiaries; (ec) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of any Equity of the Company or its capital stockSubsidiaries; (fd) material change in any method of accounting or accounting practice of any of the CompanyCompany or its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (ge) material change in the any of the Company or its Subsidiaries’ 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; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee Guarantee of any indebtedness Debt for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts Debts or entitlements; (ki) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its propertyproperty (including Real Property); (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group or its Subsidiaries is a party or by which it is bound; (pl) any material capital expenditures; (qm) other than Permitted Encumbrances, imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or its Subsidiaries’ properties (including Real Property) or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officersmembers, directorsmanagers, consultants or independent contractors or consultantscontractors, 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 $50,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officermember, directormanager, consultant or independent contractor or consultantcontractor; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (to) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former an employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (up) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directorsmembers, managers, officers and employees; (vq) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wr) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xs) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,00050,000, 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; (yt) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other Equity of, or by any other manner, any business or any Person or any division thereof; (zu) action by any member of the Company Group or its Subsidiaries 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, or reducing any Tax asset of Buyer deduction, credit or other benefit or favorable Tax attribute available to, the Parent in respect of any Post-Closing Tax Period; or (aav) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment liability arising out of an Environmental Claim 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 a violation of any Trade Secrets included in Environmental Law related to the Company Intellectual Propertyor its facilities; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000DKK 100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company Buyer in respect of any Post-Closing Tax Period; or; (aa) any other unanticipated or unplanned capital expenditures or changes related to the business, including, any (i) changes to key managerial or operational personnel; (ii) significant changes in the Company’s key customer, vendor or supplier relationships; (iii) significant changes in the key commodities, vendors or suppliers utilized in the distribution process of the Company’s business; (iv) significant regulatory actions, findings or other changes which would materially impact the operations or performance of the business; (v) material changes in statutory or regulatory requirements, that if in the threat of implementation or in the implementation itself, would materially impact the operations, operating behaviors or profitability of the Company; (vi) deferral of capital expenditures, which if not remedied, would materially impact the operations or performance of the Company; (vii) material changes in the Company’s work force, wage and benefit structures, or work rules; and (viii) material changes in the Company’s warranty requirements; (bb) 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 of business consistent with past practice, there has not been, with respect to any member of the Company GroupIPS, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (bii) amendment of the charter, by-laws or other organizational documents of the CompanyIPS; (ciii) split, combination or reclassification of any shares of its capital stock; (div) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (ev) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (fvi) material change in any method of accounting or accounting practice of the CompanyIPS, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements; (gvii) material change in its IPS’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; (hviii) entry into any Contract that would constitute a Material Contract; (iix) 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; (jx) 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; (kxi) transfer or assignment of or grant of any license or sublicense under or with respect to any Company IPS Intellectual Property or Company IPS IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (lxii) abandonment or lapse of or failure to maintain in full force and effect any Company IPS IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company IPS Intellectual Property; (mxiii) material damage, destruction or loss (whether or not covered by insurance) to its property; (nxiv) any capital investment in, or any loan to, any other Person; (oxv) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group IPS is a party or by which it is bound; (pxvi) any material capital expenditures; (qxvii) imposition of any Encumbrance upon any of any member of the Company Group’s IPS properties, capital stock or assets, tangible or intangible; (r) (ixviii) 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, ; (iixix) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($50,000, or 10,000); (iiixx) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (txxi) 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 Plan; or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (uxxii) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (vxxiii) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wxxiv) 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; (xxxv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of ten thousand dollars ($10,000), individually (in the case of a lease, per annum) or ten thousand dollars ($100,000 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 of business consistent with past practice; (yxxvi) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zxxvii) action by any member of the Company Group IPS to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aaxxviii) 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 Business consistent with past practice, there has not been, with respect to any member of the Company Groupand its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws operating agreement or other organizational documents of the Companydocuments; (c) split, combination or reclassification of any shares interests of its capital stockinterest; (d) issuance, sale or other disposition of any of its capital stock, interests or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockinterest; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock interests or redemption, purchase or acquisition of its capital stockinterests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock interests or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000100,000, 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; (sr) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course Ordinary Course of businessBusiness; (ts) 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 a union, works council or labor organization (collectively, “Union”)agreement, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders members or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $100,000 500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course Ordinary Course of business Business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock interests of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, change or rescind any Tax 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 of Buyer Holdings in respect of any Post-Closing Tax Period; or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupGroup entity, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Companyany Company Group entity; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the CompanyCompany Group, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company 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 of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group entity is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s Group properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed Fifty Thousand Dollars ($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 or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Fifty Thousand Dollars ($10,00050,000), 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; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet DateDecember 31, 2014, and other than in the ordinary course of business consistent with past practicepractice and/or except as disclosed in Schedule 2.15 of the Disclosure Schedules, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares membership interests of its capital stockthe Company; (d) issuance, sale or other disposition of any of its capital stockthe Company’s membership interests or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockthe Company’s membership interests or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its the Company’s capital stock membership interests or redemption, purchase or acquisition of its capital stockthe Company’s membership interests or other equity interests; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its ’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; (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 of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Assets or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (nk) any capital investment in, or any loan to, any other Person; (ol) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (pm) any material capital expenditures; (qn) imposition of any Encumbrance upon any of any member of the Company GroupCompany’s properties, capital stock membership interests or assetsAssets, tangible or intangible; (r) (io) grant of any bonuses, whether monetary or otherwise, or increase in any wagesgeneral wage, salary, severance, pension salary or other compensation or benefits increases in respect of its current officers; (p) entry into or former employeestermination of any employment agreement or collective bargaining agreement, officerswritten or oral, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in modification of the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultantsuch existing agreement; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (uq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employeesofficers; (vr) entry into a new line of business or abandonment or discontinuance of existing lines of business; (ws) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($10,000, 100,000.00) individually (in the case of a lease, per annum) or Five Hundred Thousand Dollars ($100,000 500,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zv) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, retention, change in control or other plan, Contract or commitment for the benefit of any of its officers (or any such action taken with respect to any other Benefit Plan); (w) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; (x) reduction or write-down by the Company in the reserve estimated for the Leases; (y) any termination or entering into any hedging positions (including fixed price controls, collars, swaps, caps, hxxxxx and puts); or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;; ‌ (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any [material] Company IP Registration[, or failure to take or maintain reasonable measures to protect the confidentiality [or value value] of any [material] Trade Secrets included in the Company Intellectual Property]; (m) material damage, destruction or loss (whether or not covered by insurance) insurance to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($50,00010,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as an officer or director, hiring or promoting any employee except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of ten thousand dollars ($10,000, 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; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; oror ‌ (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Disclosure Schedule, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stockstock except; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expendituresexpenditures in excess of $10,000; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Sellers or 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 $50,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (tr) 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former stockholders, directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, 10,000 individually (in the case of a lease, per annum) or $100,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; (y) loss of or reduction of business with any Material Customer or Material Supplier; or (z) sales outside the ordinary course of business consistent with past practice of the Company's inventory (including scrap inventory) or of consignment inventory; (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) material amendment of the charter, by-laws operating agreement or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract, except for the assignment of Company’s option to purchase the Real Property (section 3.09(d); (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any the Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound, except for the assignment of Company’s option to purchase the Real Property (section 3.09(d); (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of any member of the Company Group’s Company’ properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, 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 $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 or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (tr) 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand Dollars ($10,000), individually (in the case of a lease, per annum) or Fifty Thousand Dollars ($100,000 50,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zv) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aaw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the date of the Balance Sheet Date, and other than in the ordinary course of business consistent with past practicepractice and except as set forth in Section 2.08 of the Disclosure Schedules, there has not been, with respect to any member of the Company GroupCorporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the Corporation; (b) amendment of the charterarticles, by-laws laws, unanimous shareholder agreement, if any, or other organizational constating documents of the CompanyCorporation; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock shares in the Corporation or redemption, retraction, purchase or acquisition of its capital stockshares; (fd) material change in any method of accounting or accounting practice of the CompanyCorporation, except as required by GAAP Australian Accounting Standards applicable to for-profit private sector entities ("AAS") or as disclosed in the notes to the Financial StatementsBalance Sheet; (g) material change in 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; (he) entry into any Contract 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 of business consistent with past practice; (jg) 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; (kh) transfer or transfer, assignment of or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsCorporate IP; (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; (mi) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Personperson or entity; (ok) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group Corporation is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of any member of the Company Group’s Corporation's properties, capital stock shares or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, 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, CAD$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 or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (to) 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 benefit plan; or (iii) collective bargaining agreement or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (up) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders shareholders or current or former directors, officers and employees; (vq) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wr) adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution or filing the commencement of any proceedings in which the Corporation would acquire the status of a petition in bankruptcy under any provisions of federal bankrupt or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawinsolvent person; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, 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; (ys) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets or stock shares of, or by any other manner, any business or any Person person or any division thereofentity; (zt) action by any member of the Company Group Corporation to make, change or rescind any Tax tax election, amend any Tax Return tax return or take any position on any Tax Returntax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax tax liability or reducing any Tax tax asset or attribute of Buyer in respect of any Post-Closing Tax Periodthe Corporation; or (aau) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than except as set forth in Section 3.08 of the ordinary course of business consistent with past practiceDisclosure Schedules, there has not been, with respect to any member of the Company GroupEntity, 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 Company Material Adverse Effect; (b) amendment of the charter, by-laws Company Charter Documents or other any organizational documents of the Companyany other Company Entity; (c) split, combination or reclassification of any shares of its capital stockstock or other equity capital; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants stock or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stockequity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stockstock or other equity capital (other than in the Ordinary Course of Business consistent with past practice); (f) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as set forth in Exhibit H, or as disclosed in the notes to the Financial Statements; (g) material change in 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, except as required by GAAP or as set forth in Exhibit H, 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 Ordinary Course of business Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group Entity is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, 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 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 $50,000100,000, 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, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any 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 course Ordinary Course of businessBusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) or $100,000 250,000 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 Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof, other than the acquisition of the Nevada assets of The Source Holding LLC and its Affiliates; (z) action Tax election made, modified or revoked except as required by any member of the Company Group 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 assessment, surrender any right to a refund of Buyer in respect of Taxes, or any Post-Closing Tax Periodclosing agreement entered into; or or (aa) any aa)any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Datedate of the Audited Financial Statements, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (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 shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sub-licenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) insurance to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible;: (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($50,00010,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as an officer or director, hiring or promoting any employee except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of ten thousand dollars ($10,000, 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; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) eventto Seller’s Knowledge, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP statutory financial statement requirements or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsthereto; (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 shown or reflected in the Balance Sheet that are material to the Company or cancellation of any debts or entitlements, in each case, outside of the ordinary course of business; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP AgreementsProperty; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP RegistrationIntellectual Property, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets material trade secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or agreements, as required by applicable Law, or in the ordinary course of business (including, without limitation, annual employee and management bonuses paid in the ordinary course of business), (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,00075,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,00025,000, individually (in the case of a lease, per annum) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) action by any member of the Company Group to make, material Tax election (or change or rescind any rescission of a material Tax election), amend amendment to any Tax Return or take any position on any material Tax Return, take adoption (or request for permission of any actiontaxing authority to change) any new accounting method in respect of Taxes, omit to take any action or enter entrance into any other transaction that would have closing agreement in respect of Taxes, settlement of any claim or assessment in respect of material Taxes, surrender or allowance to expire of any right to claim a material refund of Taxes, or consent to any extension or waiver of the effect of increasing the Tax liability limitation period applicable to any claim or reducing any Tax asset of Buyer assessment in respect of any Post-Closing Tax Periodmaterial Taxes; (z) any material change in any underwriting, actuarial, investment, financial reporting, or accounting practice or policy followed by the Company, or in any assumption underlying such a practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for any other accounting purposes; (aa) to Seller’s Knowledge, any material adverse change in the amount or nature of the reserves, liabilities or other similar amounts of the Company with respect to the insurance contracts in force of the Company, other than such changes resulting from the lapse or termination of any such insurance Contracts; (bb) any termination, amendment, or execution by the Company of any reinsurance, coinsurance or other similar Contract, as ceding or assuming insurer (other than a termination of such Contracts on the stated expiration date); (cc) any amendment or introduction by the company of any form of insurance Contract other than in the ordinary course of business; or (aadd) any Contract to do any materially adverse change in the accounts of the foregoing, or any action or omission that would result Company’s investable assets (other than changes due to general market conditions and taken in any the ordinary course of the foregoingbusiness).

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company or any member of the Company GroupSubsidiaries, any: : (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; ; (b) amendment of the its charter, by-laws (or equivalent) or other organizational documents of the Company; documents; (c) split, combination or reclassification of any shares of its capital stock; ; (d) except as set forth in Section 3.07(d) of the Disclosure Schedules, issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; ; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; ; (f) material change in any method of accounting or accounting practice of the Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; ; (g) material change in 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; Contract (other than purchase orders from the Company's customers in the ordinary course of business); (i) except as set forth in Section 3.07(i) of the Disclosure Schedules, termination or material amendment of any Material Contract, other than in the ordinary course of business; (j) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred Indebtedness (other than draws on the Company's line of credit in the ordinary course of business consistent with past practice; business); (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet (other than sales of inventory in the ordinary course of business, consistent with past practice) or cancellation of any debts or entitlements; ; (kl) transfer except as set forth in Section 3.07(l) of the Disclosure Schedules delay or postponement of the payment of any accounts payable or other Liabilities; (m) transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;; 26 (ln) abandonment except as set forth in Section 3.07(n) of the Disclosure Schedules, cancellation, waiver 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 release of any Trade Secrets included in Action by or against the Company Intellectual Property; or any Subsidiary; (mo) material damage, destruction or loss (whether or not covered by insurance) to its property; , or any material interruption in the use of any material property; (np) any capital investment in, or any loan to, any other Person; ; (oq) acceleration, termination, material amendment or modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group or any Subsidiary is a party or by which it is bound; ; (pr) any material capital expenditures; expenditure; (qs) imposition of any Encumbrance upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; , of the Company or any Subsidiary; (rt) except as set forth in Section 3.07(t) of the Disclosure Schedules, except in the ordinary course of business or as required by applicable Law or the terms of any Benefit Plan, (i) grant of of, or entry into a commitment to grant, any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; ; or (siv) material increase in or material modification of the compensation or benefits payable to any present or former directors, officers, employees or consultants; (u) hiring or promoting any person as or to (as the case may be) a management level employee or hiring or promoting any other employee except to fill a vacancy in the ordinary course of business; ; (tv) except in the ordinary course of business or as required by applicable Law or the terms of any Benefit Plan, 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; ; (uw) any layoffs or terminations of employees that implicate or could implicate the WARN Act or, in the case of employees located in England and Wales, that have been carried out otherwise than in accordance with such employee's contract of employment and all applicable Laws; (x) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; or employees other than pursuant to any Benefit Plan; (vy) except as set forth in Section 3.07(y) of the Disclosure Schedules, entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, 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; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.27

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company GroupCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contractis material to the Company’s business other than Contracts that have been disclosed in the Disclosure Schedules; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice in the aggregate amount not exceeding $100,000; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any material capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any member of the Company Group is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of any member of the Company Group’s properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person except to fill a vacancy in the ordinary course of business; (tr) 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 a union, works council or labor organization (collectively, “Union”), in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former stockholders, directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000100,000, individually (in the case of a lease, per annum) ), or $100,000 250,000, or in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) action by any member of the Company Group to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.