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

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.08 of the Disclosure Schedules, since the Balance Sheet Date, there has not been any: entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of Business consistent with past practice; transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of Business; cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon any of the Purchased Assets; any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of Seller; 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 Seller under any similar Law; 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 $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; or 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. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.08 Section 4.05 of the Seller Disclosure Schedules, since from June 30, 2016 to the Balance Sheet Datedate hereof, Seller has operated the Business in the ordinary course of business in all material respects and there has not been any: entry into (a) any Contract that would constitute a Material Contract sale, assignment, transfer or amendment other disposition of any Material Contract; incurrence, assumption property or guarantee asset relating to the Business having a value in excess of $100,000 or any relocation of any Indebtedness for borrowed money such property or asset from the Seller Facilities to any other Liability location, other than (i) any Excluded Assets or (ii) any Inventory sold to third parties in the ordinary course of business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with respect to any material property or asset relating to the Business, other than any Excluded Assets; (c) any substantial damage, destruction or loss or casualty loss (whether or not insured against) affecting any property or asset relating to the Business having a value in excess of $100,000, other than the Excluded Assets; (d) any 28 cancellation by the Seller of any material debt or waiver of any material Claim or right of value relating solely to the Purchased Assets; (e) any failure to pay the debts, Taxes and other obligations of the Business when due; (f) any transfer or relocation of any employees whose services were performed primarily or exclusively in connection with the Business except unsecured current obligations and Liabilities incurred to other facilities or sites operated by Seller or its Affiliates; or (g) any increase in the ordinary course of Business consistent with past practice; transfercompensation paid or payable, assignmentwhether pursuant to a Benefit Plan or otherwise, sale or other disposition of to any of the Purchased Assets shown Business Employees, or reflected any increase in the Balance Sheetany payment or commitment, except whether pursuant to a Benefit Plan or otherwise, for the sale of Inventory in the ordinary course of Business; cancellation payment of any debts or claims or amendmentbonus, additional compensation, service award, welfare, pension, retirement, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or with respect severance benefit to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon any of the Purchased Assets; any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of Seller; 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 Seller under any similar Law; 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 $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; or any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingEmployee.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.08 Section 4.05 of the Seller Disclosure Schedules, since from December 31, 2018 to the Balance Sheet Datedate hereof, there Seller has not been any: entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability in connection with operated the Business except unsecured current obligations and Liabilities incurred in the ordinary course of Business consistent with past practice; transferbusiness in all material respects and there has not been (a) any sale, assignment, sale transfer or other disposition of any property or asset relating to the Business having a value in excess of $100,000 or any relocation of any such property or asset from the Purchased Facilities to any other location, other than (i) any Excluded Assets shown or reflected in the Balance Sheet, except for the sale of (ii) any Inventory sold to third parties in the ordinary course of business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with respect to any material property or asset relating to the Business, other than any Excluded Assets; (c) any substantial damage, destruction or loss or casualty loss (whether or not insured against) affecting any property or asset relating to the Business having a value in excess of $100,000, other than the Excluded Assets; (d) any cancellation by Seller or any Affiliate Transferor, as applicable, of any debts or claims or amendment, termination material debt or waiver of any rights constituting Purchased Assets; transfer, assignment material Claim or grant right of any license or sublicense of any material rights under or with respect value relating solely to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon any of the Purchased Assets; (e) any loan failure to pay the debts, Taxes and other obligations of the Business when due; (f) any transfer or forgiveness relocation of any loan to)employees of the Business to other facilities or sites operated by Seller or its Affiliates; or (g) since June 30, 2019, any increase in the compensation paid or payable, whether pursuant to an Employee Plan or otherwise, to any of the Business Employees, or entry into any other transaction withincrease in any payment or commitment, any current whether pursuant to an Employee Plan or former directors, officers or employees of Seller; 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 Seller under any similar Law; 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 $50,000 in the aggregate (in the case of a leaseotherwise, for the entire term payment of the leaseany bonus, not including additional compensation, service award, welfare, pension, retirement, termination or severance benefit to any option term), except for purchases of Inventory or supplies in the ordinary course of Business consistent with past practice; or any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingEmployee.

Absence of Certain Changes, Events and Conditions. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.08 in Section 4.22 of the Disclosure Schedules, since September 30, 2021, Seller has (i) conducted the Balance Sheet DateBusiness in the ordinary course of business consistent with past practice in all material respects, there (ii) maintained and preserved intact the current organization, operations and franchise of the Business, (iii) used commercially reasonable efforts to preserve the goodwill of the Business and maintain the existing relations of Seller with customers, suppliers, creditors, regulators and employees that, in each case, may be material, individually or in the aggregate, to the Business, (iv) not suffered any event, condition, circumstance, development, change or occurrence that, individually or together with any other events, conditions, circumstances, developments, changes or occurrences, has had or could reasonably be expected to have a Material Adverse Effect, (v) not been any: entry materially changed any method of accounting or accounting principle or practice for the Business, (vi) not materially changed any cash management practices or policies or practices and procedures with respect to collection of Accounts Receivable, (vii) not entered into any Contract that would constitute constitutes a Material Contract Contract, (viii) not incurred, assumed or amendment of guaranteed any Material Contract; incurrence, assumption or guarantee of any Indebtedness indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of Business business consistent with past practice; transfer, assignment(ix) not cancelled any debts or claims nor amended, sale terminated or other disposition waived any rights constituting Purchased Assets, (x) not transferred, assigned, sold or otherwise disposed of any of the Purchased Assets shown or reflected in the Balance Sheetmost recent Financial Statements, except for the sale of Inventory inventory in the ordinary course of Business; cancellation of any debts business, (xi) not transferred or claims assigned, or amendment, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of granted any license or sublicense of any material rights under or with respect to to, any Intellectual Property Assets other than non-exclusive licenses or Intellectual Property Agreements; sublicenses granted in the ordinary course of business consistent with past practice, (xii) not suffered any material damage, destruction or loss, or any material interruption in use, the use of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of (xiii) not incurred any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; , (xiv) not granted, allowed or suffered the imposition of any Encumbrance upon on any of the Purchased Assets; , except for Permitted Encumbrances, (xv) not granted any loan to (bonuses, whether monetary or forgiveness otherwise, nor increased any wages, salary, severance, pension or other compensation or benefits in respect of any loan to), or entry into any other transaction with, any current or former employees, officers, directors, officers independent contractors or employees consultants of the Business, other than as required by applicable Law, and (xvi) not declared or paid any dividends on or distributions in respect of any of Seller; adoption of any plan of merger’s outstanding equity interests, consolidationnor redeemed, 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 Seller under any similar Law; 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 $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; or any Contract to do any of the foregoingpurchased, or acquired any action or omission that would result in any equity interest of the foregoingSeller.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.08 of the Disclosure Schedulesexpressly contemplated by this Agreement, since the Balance Sheet Date, there has not been any: entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or and other Liability in connection with the Business except unsecured current obligations and Liabilities incurred than in the ordinary course of Business consistent business, there has not been, with past practicerespect to the Business, any (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice of Seller; (c) transfer, assignment, sale sale, license, sublicense or other disposition of any of the Purchased Assets assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of Business; Sheet or cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assetsentitlements; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Agreements; (d) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, loss (whether or not covered by insurance) to its property; (e) acceleration, termination, material modification to or cancellation of any Assigned Contract or PermitMaterial Contract; material capital expenditures which would constitute an Assumed Liability; (f) imposition of any Encumbrance upon any of Seller’s properties, equity interests or assets, tangible or intangible; (g) hiring or promoting of any person, except to fill a vacancy in the Purchased Assetsordinary course of business; (h) any loan to (or forgiveness of any loan to), or entry into any other transaction with, with any Equity Holder or current or former directors, managers, officers and employees; (i) entry into a new line of business or employees abandonment or discontinuance of Sellerexisting lines of business; (j) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Seller it under any similar Law; (k) 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 (x) Twenty-Five Thousand Dollars ($10,000, 25,000) individually (in the case of a lease, per annum) or (y) One Hundred Thousand Dollars ($50,000 100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory inventory or supplies in the ordinary course of Business business consistent with past practice; (l) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity interests of, or by any other manner, any business or any Person or any division thereof; or (m) 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. Except as set forth on Schedule 4.08 of Since the Disclosure Schedules, since the Balance Sheet Effective Date, there has not been anyany Company Material Adverse Change. Without limiting the foregoing, since the Effective Date, none of the following have occurred, except as set forth in Schedule 3.18: entry into (a) the Company and its Subsidiaries have not sold, leased, transferred, or assigned any Contract that would constitute of their assets other than for a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred fair consideration in the ordinary course of Business consistent with past practice; transferbusiness, assignment(b) the Company and its Subsidiaries have not made any capital expenditure, sale charitable contribution or other disposition capital contribution (or series of any of the Purchased Assets shown related capital expenditures or reflected in the Balance Sheet, except for the sale of Inventory in contributions) either involving more than $75,000 or outside the ordinary course of Business; cancellation business, (c) the Company and its Subsidiaries have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any debts other Person (or claims series of related capital investments, loans, and acquisitions) either involving more than $75,000 or amendmentoutside the ordinary course of business, termination (d) the Company and its Subsidiaries have not delayed or waiver postponed the payment of accounts payable or other Liabilities either involving more than $75,000 (individually or in the aggregate) or outside the ordinary course of business, (e) the Company and its Subsidiaries have not compromised or released any rights constituting Purchased Assets; transferProceeding (or series of related Proceedings) either involving more than $75,000 or outside the ordinary course of business, assignment (f) the Company and its Subsidiaries have not declared, set aside, or grant of paid any license dividend or sublicense of made any material rights under or distribution with respect to any Intellectual Property Assets its Equity Interests (whether in cash or Intellectual Property Agreements; material damagein kind) or redeemed, destruction or losspurchased, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon otherwise acquired any of its Equity Interests, (g) the Purchased Assets; any loan to (or forgiveness of Company and its Subsidiaries have not made any loan to), or entry entered into any other transaction with, any current or former of its directors, officers officers, or employees of Seller; adoption employees, (h) the Company and its Subsidiaries have not entered into any employment, collective bargaining, or similar Contract or modified the terms of any plan such existing Contract, (i) the Company and its Subsidiaries have not committed to pay any bonus (other than the Transaction Bonuses) or granted any increase in the base compensation or made any other changes in employment terms of mergerany director, consolidationofficer, reorganizationor employee thereof, liquidation (j) there has not been any other occurrence, event, incident, action, failure to act, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent transaction with respect to the filing of any bankruptcy petition against Seller under any similar Law; purchase, lease Company or other acquisition of the right to own, use its Subsidiaries either involving more than $75,000 (individually 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 annumaggregate) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in outside the ordinary course of Business consistent with past practice; business, (k) the Company and its Subsidiaries have not made any payment on any Indebtedness (including trade payables) in advance of its regularly scheduled due date, (l) the Company and its Subsidiaries have not made any payment on any Liabilities, Indebtedness or other obligations owed to any Seller Party or any Contract of their Affiliates, (m) the Company and its Subsidiaries have not made any change in its accounting practice, policies or procedures, made any adjustment to its books and records, or re-characterized any assets or Liabilities, (n) the Company and its Subsidiaries have not forgiven or written off any loan or other Indebtedness due them from any Person and (o) the Company and its Subsidiaries have not committed to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth on Schedule 4.08 Section 3.08 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, each of the Company and the Operating Subsidiary has operated in the Ordinary Course of Business in all material respects and there has not been been, with respect to the Company or the Operating Subsidiary, any: entry into any Contract (a) event, occurrence or development that would constitute has had a Material Contract or Adverse Effect; (b) material amendment of any Material Contractthe charter, articles, by-laws, operating agreement or other Organizational Documents of the Company or the Operating Subsidiary; incurrence(c) split, assumption combination, or guarantee reclassification of any Indebtedness for borrowed money shares of its capital stock or other Liability in connection with membership interests, as the Business except unsecured current obligations and Liabilities incurred in the ordinary course of Business consistent with past practicecase may be; transfer, assignment(d) issuance, sale or other disposition of any of its capital stock or membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or membership interests, as the Purchased Assets shown case may be; (e) declaration or reflected payment of any dividends or distributions on or in respect of any of its capital stock or membership interests or redemption, purchase or acquisition of its capital stock or membership interests, as the case may be; (f) material change in any method of accounting or accounting practice of the Company or the Operating Subsidiary, except as required by GAAP or applicable Law; (g) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and liabilities incurred in the Balance SheetOrdinary Course of Business; (h) sale, transfer or other disposition of any of its assets, except for the sale sales of Inventory in the ordinary course Ordinary Course of Business; cancellation (i) increase in any wage, salary or compensation of its Employees or consultants outside of the Ordinary Course of Business, other than as provided for in any Material Contracts or any Benefit Plan; (j) adoption, amendment, modification or termination of any debts (i) employment, severance, retention or claims or amendment, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or other contract with respect to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon any of the Purchased Assets; any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directorsemployee, officers or employees of Seller; adoption of any plan of mergerofficer, 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 Seller under any similar Law; 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 $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; or any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.24

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.08 Since January 1, 2018, and other than in the ordinary course of the Disclosure Schedules, since the Balance Sheet Datebusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to collection of Trade Accounts Receivable, establishment of reserves for uncollectible Trade Accounts Receivable, accrual of Trade Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; (e) incurrence, assumption or guarantee of any Indebtedness indebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of Business business consistent with past practice; (f) transfer, assignment, sale or other disposition of any of the Purchased Specified Assets shown or reflected in the Balance SheetDecember 31, 2017 balance sheet, except for the sale of Inventory and obsolete or surplus equipment in the ordinary course of Businessbusiness; cancellation (g) transfer or assignment of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any of Seller’s Intellectual Property Assets (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (h) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property AgreementsRegistration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property assets; (i) material damage, destruction or loss, or any material interruption in use, of any Purchased Specified Assets, whether or not covered by insurance; (j) acceleration, termination, material modification to or cancellation of any Assigned Contract Assumed Contract, License or Permit; material capital expenditures which would constitute an Assumed Liability; (k) imposition of any Encumbrance upon any of the Purchased Specified Assets; (l) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, (m) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (n) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of Sellerthe Business; (o) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Seller it under any similar Law; or (p) 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 $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)Business, except for purchases of Inventory or supplies in the ordinary course of Business business consistent with past practice; or 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. Except as set forth on Schedule 4.08 of the Disclosure Schedules, since Since the Balance Sheet Date, there has not been any: entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or and other Liability in connection with the Business except unsecured current obligations and Liabilities incurred than in the ordinary course of Business business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; transfer(b) amendment of any Charter Documents; (c) split, assignmentcombination or reclassification of any shares; (d) issuance, sale or other disposition of any of its shares, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its shares; (e) declaration, commitment or payment of any dividends or distributions on or in respect of any of its shares, or any other payment, to the Purchased Assets shown Seller (for clarity, excluding any such dividend or reflected in the Balance Sheet, except for the sale of Inventory distribution in the ordinary course of Businessbusiness consistent with past practice and the payment of the applicable portion of the Purchase Price on the Closing Date) (“Prohibited Distributions”); cancellation (f) redemption, purchase or acquisition of its shares; (g) material change in any debts method of accounting or claims accounting practice of the Company, except as required by GAAP or amendmentas disclosed in the notes to the Financial Statements; (h) material change in the Company’s cash management practices and its policies, termination or waiver practices and procedures with respect to collection of any rights constituting Purchased Assetsaccounts 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; (i) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any the Company Intellectual Property Assets or Intellectual Property Company IP Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (j) acceleration, termination, material modification to or cancellation of any Assigned material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; material capital expenditures which would constitute an Assumed Liability; imposition of or (k) action by the Company to make, change or rescind any Encumbrance upon Tax election, amend any of the Purchased Assets; Tax Return or take any loan position on any Tax Return, take any action, omit to (take any action or forgiveness of any loan to), or entry enter into any other transaction with, that would have the effect of increasing the Tax liability or reducing any current Tax asset or former directors, officers attribute of the Buyer or employees of Seller; adoption the Company in respect 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 Seller under any similar Law; 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 $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; or any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Except Since the Balance Sheet Date, except as set forth on Schedule 4.08 in Section 4.07 of the Disclosure Schedules, since the Balance Sheet Date, there has not been any: event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; material change in cash management practices and policies, practices and procedures with respect to collection of Receivables, establishment of reserves for uncollectible Receivables, accrual of Receivables, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; failure to make commercially reasonable efforts to preserve and protect the goodwill of Seller and its relationships with clients, customers, suppliers, referral sources and other persons having material business relationships with the Business; entry into any Contract that would constitute a Material Contract Contract, including any renewal or amendment substitution, other than in the ordinary course of any Material Contractbusiness consistent with past practices; incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability (excluding any Repaid Indebtedness) in connection with the Business excess of $25,000 except unsecured current obligations and Liabilities incurred in the ordinary course of Business business consistent with past practice; transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of Businessbusiness and dispositions of obsolete items and items of below standard quality; cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, other than in the ordinary course of business consistent with past practices; transfer, assignment or grant of any license license, waiver, covenant not to sxx, sublicense or sublicense of other permission under any material rights under or with respect to any Intellectual Property Assets or Intellectual Property AgreementsLicenses included in the Purchased Assets, or any abandonment, cancellation, expiration, or non-renewal of any Intellectual Property Registrations included in the Purchased Assets, other than in the ordinary course of business consistent with past practices; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or PermitPermit included in the Purchased Assets; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance (excluding Permitted Encumbrances or Encumbrances with respect to Repaid Indebtedness) upon any of the Purchased Assets; any loan to (or forgiveness grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any current or former employees, directors, officers or independent contractors of Seller, other than as provided for in any written agreements or consistent with past practice in the ordinary course of business or retention payments to officers or employees that have been agreed upon by Buyer in writing, or other material change in the terms of employment or other service relationship for any employee, officer, director or independent contractor of Seller; entry into, termination of, adoption of or amendment to, in any material respect, any employment, bonus, profit-sharing initiative, change in control or severance agreement, contract, or commitment or any other Benefit Plan or collective bargaining agreement, except amendments to any Benefit Plan as required by Law or retention payments to officers or employees in amounts and to employees that have been agreed upon by Buyer in writing; loan to), or entry into any other transaction with, any current or former directors, officers or employees of Seller, other than compensation arrangements in the ordinary course of business consistent with past practices; 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 Seller it under any similar Law; 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 $10,000100,000, individually (in the case of a lease, per annum) or $50,000 200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of Business business consistent with past practice; removal of any Purchased Assets used in the operation of the Business from the respective Real Property location except in the ordinary course of business consistent with past practices; or 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. Except (i) as expressly contemplated by this Agreement, (ii) for any action taken at the direction of Buyer, or (iii) as set forth on Schedule 4.08 Section 4.05 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, Seller has operated the Business in the ordinary course of business consistent with past practice and there has not been been, with respect to the Business, any: entry into any Contract (a) event, occurrence or development that would constitute has had a Material Contract or amendment Adverse Effect; (b) incurrence of any Material Contract; incurrence, assumption or guarantee of any Indebtedness indebtedness for borrowed money or other Liability in connection with the Business in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of Business consistent with past practicebusiness including through intercompany accounts; transfer, assignment, 27 (c) sale or other disposition of any of the Purchased Assets shown or reflected in the Balance SheetAssets, except for the sale of Inventory in the ordinary course of Businessbusiness consistent with past practice; (d) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business consistent with past practice; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material (e) capital expenditures in an aggregate amount exceeding $100,000 which would constitute an Assumed Liability; (f) imposition of any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances; any loan to (or forgiveness g) increase in the compensation of any loan to)Employees or any increase in the benefits provided to any Employees under any Benefit Plan, other than (i) as provided for in any written agreements; (ii) the new 2014 healthcare plan for salaried Employees; or entry into any other transaction with, any current or former directors, officers or employees (iii) in the ordinary course of Sellerbusiness consistent with past practice; (h) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Seller it under any similar Law; purchase, lease (i) purchase or other acquisition of the right to own, use or lease any property or assets in connection with the Business asset that constitutes a Purchased Asset for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)50,000, except for purchases of Inventory or supplies in the ordinary course of Business business consistent with past practice; or (j) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.. Section 4.06

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.08 in Section 2.8 of the Seller Disclosure SchedulesSchedule, since from December 31, 2020, until the date of this Agreement, the Acquired Business has operated in the Ordinary Course of Business. From the Balance Sheet Date, Date there has not been been, with respect to the Acquired Business, any: entry into any Contract (a) event, occurrence or development that has had or would constitute reasonably be expected to have a Material Contract or Adverse Effect; (b) amendment of the Organizational Documents of any Material ContractAcquired Company; (c) split, combination or reclassification of any Equity Interests in any Acquired Company; (d) issuance, sale or other disposition of any Equity Interests in any Acquired Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity Interests in any Acquired Company; (e) declaration or payment of any dividends or distributions on or in respect of any Equity Interests in any Acquired Company or redemption, purchase or acquisition of any Equity Interests in any Acquired Company; (f) change in any method of accounting, Tax election or accounting practice of the Acquired Business, except as required by GAAP or applicable Law; (g) incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability in connection with the Business an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of Business consistent with past practiceBusiness; transfer(h) purchase, assignmentlease, sale or other disposition of, or imposition of any Encumbrance upon, any of the Purchased Assets assets shown or reflected in on the Balance Sheet, except for the sale of Inventory in the ordinary course Ordinary Course of Business; cancellation (i) (i) material increase in the compensation of its Employees, other than (x) as provided for in any written agreements dated prior to the date hereof and made available to Buyer or (y) in the Ordinary Course of Business, (ii) entrance into or termination of any debts employment agreement or claims collective bargaining agreement, written or amendment, termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Agreements; material damage, destruction or lossoral, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance upon any of the Purchased Assets; any loan to (or forgiveness terms of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of Seller; 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 Seller under any similar Law; 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 $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; or any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.any