Common use of Absence of Certain Changes or Events; No Undisclosed Material Liabilities Clause in Contracts

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s capital stock, or any repurchase, redemption or other acquisition by Blaze of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by Blaze, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze taken as a whole; (vi) any material labor dispute involving the employees of Blaze; (vii) any change by Blaze in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s capital stock; (x) any amendment of any material term of any outstanding security of Blaze; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by Blaze; (xii) any sale or transfer by Blaze of any of the assets of Blaze, cancellation of any material debts or claims or waiver of any material rights by Blaze; or (xiii) any agreements by Blaze to (a) do any of the things described in the preceding clauses (i) through (xii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (ai) Blaze has Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement (the “Filed SEC Documents”) or specified in Section 3.1(f)(i) of the Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed SEC Documents, Company and its Subsidiaries have conducted its business their businesses only in the ordinary course, and there has not been been: (iA) any change, destruction, damage, loss event or event occurrence which has had or could reasonably be expected to have, individually or in the aggregate aggregate, a Blaze Material Adverse EffectEffect on Company; (iiB) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of BlazeCompany’s capital stock, or any repurchase, redemption or other acquisition by Blaze Company of any shares of their respective its capital stock or equity interests, as applicablestock; (iiiC) any increase in the rate or terms of compensation payable or to become payable by Blaze Company or its Subsidiaries to its their directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practice; (ivD) any entry into, or increase in the rate amendment or terms modification of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment payment, agreement or arrangement made to, for or with any such directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practices or as required by applicable law; (vE) any entry into any agreement, commitment or transaction by Blaze, Company or waiver, termination, amendment or modification to any agreement, commitment or transaction, of its Subsidiaries which is material to Blaze Company and its Subsidiaries taken as a whole, except for agreements, commitments or transactions entered into in the ordinary course of business consistent with past practice; (vi) any material labor dispute involving the employees of Blaze; (viiF) any change by Blaze Company in accounting methods, principles or practices practices, except as required or permitted by GAAPgenerally accepted accounting principles; (viiiG) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Company or any of its Subsidiaries or any portion thereofthereof which write-off, write-down or determination exceeds $500,000 individually or $1,000,000 in the aggregate; (ixH) any split, combination announcement or reclassification implementation of any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of Blaze’s capital stock employment of employees of Company or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s capital stock; (x) any amendment of any material term of any outstanding security of Blaze; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by Blaze; (xii) any sale or transfer by Blaze of any of the assets of Blaze, cancellation of any material debts or claims or waiver of any material rights by Blazeits Subsidiaries; or (xiiiI) any agreements announcement of or entry into any agreement, commitment or transaction by Blaze Company or any of its Subsidiaries to (a) do any of the things described in the preceding clauses (iA) through (xiiH) other otherwise than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze in this Agreement untrue or incorrect in any material respectherein.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze The Shareholders have been provided with the audited financial statements of Public Company as of December 31, 2003 and unaudited balance sheet of Public Company dated September 30, 2004 (collectively, the "Financial Statements"). Except as otherwise disclosed in its filings or public record with the Securities and Exchange Commission, Public Company has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Public Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Public Company's capital stock, or any repurchase, redemption or other acquisition by Blaze Public Company of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Public Company to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazePublic Company, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Public Company taken as a whole; (vi) any material labor dispute involving the employees of BlazePublic Company; (vii) any change by Blaze Public Company in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Public Company or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Public Company's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Public Company's capital stock; (x) any amendment of any material term of any outstanding security of BlazePublic Company; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazePublic Company; (xii) any sale or transfer by Blaze Public Company of any of the assets of Blaze, Public Company; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazePublic Company; or (xiiixiv) any agreements by Blaze Public Company to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Public Company in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze Each of Onny and Helpson has conducted its business only in the ordinary course, and and, there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Onny Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Onny or Helpson's capital stock, or any repurchase, redemption or other acquisition by Blaze Onny or Helpson of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Onny or Helpson to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazeOnny or Helpson, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Onny or Helpson taken as a whole; (vi) any material labor dispute involving the employees of BlazeOnny or Helpson; (vii) any change by Blaze Onny or Helpson in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Onny or Helpson or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Onny or Helpson's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Onny or Helpson's capital stock; (x) any amendment of any material term of any outstanding security of BlazeOnny or Helpson; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazeOnny or Helpson; (xii) any sale or transfer by Blaze Onny or Helpson of any of the assets of BlazeOnny or Helpson, as applicable; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazeOnny or Helpson; or (xiiixiv) any agreements by Blaze Onny or Helpson to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Onny in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze Audited financial statements of Public Company as of December 31, 2003 and unaudited financial statements of Public Company dated June 30, 2004 (collectively, the “Financial Statements”) have been prepared. Except as otherwise disclosed in its filings or public records with the Securities and Exchange Commission, Public Company has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Public Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of BlazePublic Company’s capital stock, or any repurchase, redemption or other acquisition by Blaze Public Company of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Public Company to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazePublic Company, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Public Company taken as a whole; (vi) any material labor dispute involving the employees of BlazePublic Company; (vii) any change by Blaze Public Company in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Public Company or any portion thereof; (ix) any split, combination or reclassification of any of BlazePublic Company’s capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of BlazePublic Company’s capital stock; (x) any amendment of any material term of any outstanding security of BlazePublic Company; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazePublic Company; (xii) any sale or transfer by Blaze Public Company of any of the assets of BlazePublic Company, cancellation of any material debts or claims or waiver of any material rights by BlazePublic Company; or (xiii) any agreements by Blaze Public Company to (a) do any of the things described in the preceding clauses (i) through (xii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Public Company in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze Xxxxxx has conducted its business only in the ordinary course, and and, except as set forth on Schedule 4.7, there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Xxxxxx Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Regena's capital stock, or any repurchase, redemption or other acquisition by Blaze Xxxxxx of any shares of their respective capital stock or equity interests, as applicableXxxxxx Stock; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Xxxxxx to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazeXxxxxx, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Xxxxxx, taken as a whole; (vi) any material labor dispute involving the employees of BlazeXxxxxx; (vii) any change by Blaze Xxxxxx in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Xxxxxx or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Regena's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Regena's capital stock; (x) any amendment of any material term of any outstanding security of BlazeXxxxxx; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date Person, made by BlazeXxxxxx; (xii) any sale or transfer by Blaze Xxxxxx of any of the assets of Blaze, its material assets; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazeXxxxxx; or (xiiixiv) any agreements by Blaze Xxxxxx to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, which would have made any representation or warranty of Blaze Xxxxxx in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze Each of Holding Co and BAK has conducted its business only in the ordinary course, and and, except as set forth on Schedule 4.7, there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Holding Co Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Holding Co or BAK's capital stock, or any repurchase, redemption or other acquisition by Blaze Holding Co or BAK of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Holding Co or BAK to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazeHolding Co or BAK, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Holding Co or BAK taken as a whole; (vi) any material labor dispute involving the employees of BlazeHolding Co or BAK; (vii) any change by Blaze Holding Co or BAK in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Holding Co or BAK or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Holding Co or BAK's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Holding Co or BAK's capital stock; (x) any amendment of any material term of any outstanding security of BlazeHolding Co or BAK; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazeHolding Co or BAK; (xii) any sale or transfer by Blaze Holding Co or BAK of any of the assets of BlazeHolding Co or BAK, as applicable; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazeHolding Co or BAK; or (xiiixiv) any agreements by Blaze Holding Co or BAK to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Holding Co in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze The Shareholders have been provided with the audited financial statements of Public Company as of December 31, 2003 and unaudited balance sheet of Public Company dated March 31, 2004 (collectively, the "Financial Statements"). Except as otherwise disclosed in its filings or public record with the Securities and Exchange Commission, Public Company has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Public Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Public Company's capital stock, or any repurchase, redemption or other acquisition by Blaze Public Company of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Public Company to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazePublic Company, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Public Company taken as a whole; (vi) any material labor dispute involving the employees of BlazePublic Company; (vii) any change by Blaze Public Company in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Public Company or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Public Company's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Public Company's capital stock; (x) any amendment of any material term of any outstanding security of BlazePublic Company; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazePublic Company; (xii) any sale or transfer by Blaze Public Company of any of the assets of BlazePublic Company, cancellation of any material debts or claims or waiver of any material rights by BlazePublic Company; or (xiii) any agreements by Blaze Public Company to (a) do any of the things described in the preceding clauses (i) through (xii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Public Company in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (ai) Blaze has Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement (the "FILED SEC DOCUMENTS") or specified in Section 3.1(f)(i) of the Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed SEC Documents, Company and its Subsidiaries have conducted its business their businesses only in the ordinary course, and there has not been been: (iA) any change, destruction, damage, loss event or event occurrence which has had or could reasonably be expected to have, individually or in the aggregate aggregate, a Blaze Material Adverse EffectEffect on Company; (iiB) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Company's capital stock, or any repurchase, redemption or other acquisition by Blaze Company of any shares of their respective its capital stock or equity interests, as applicablestock; (iiiC) any increase in the rate or terms of compensation payable or to become payable by Blaze Company or its Subsidiaries to its their directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practice; (ivD) any entry into, or increase in the rate amendment or terms modification of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment payment, agreement or arrangement made to, for or with any such directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practices or as required by applicable law; (vE) any entry into any agreement, commitment or transaction by Blaze, Company or waiver, termination, amendment or modification to any agreement, commitment or transaction, of its Subsidiaries which is material to Blaze Company and its Subsidiaries taken as a whole, except for agreements, commitments or transactions entered into in the ordinary course of business consistent with past practice; (vi) any material labor dispute involving the employees of Blaze; (viiF) any change by Blaze Company in accounting methods, principles or practices practices, except as required or permitted by GAAPgenerally accepted accounting principles; (viiiG) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Company or any of its Subsidiaries or any portion thereofthereof which write-off, write-down or determination exceeds $500,000 individually or $1,000,000 in the aggregate; (ixH) any split, combination announcement or reclassification implementation of any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of Blaze’s capital stock employment of employees of Company or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s capital stock; (x) any amendment of any material term of any outstanding security of Blaze; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by Blaze; (xii) any sale or transfer by Blaze of any of the assets of Blaze, cancellation of any material debts or claims or waiver of any material rights by Blazeits Subsidiaries; or (xiiiI) any agreements announcement of or entry into any agreement, commitment or transaction by Blaze Company or any of its Subsidiaries to (a) do any of the things described in the preceding clauses (iA) through (xiiH) other otherwise than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze in this Agreement untrue or incorrect in any material respectherein.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze The Shareholders have been provided with the audited financial statements of Public Company as of December 31, 2004 ( the "FINANCIAL STATEMENTS"). Except as otherwise disclosed in its filings or public record with the Securities and Exchange Commission, Public Company has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze Public Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Public Company's capital stock, or any repurchase, redemption or other acquisition by Blaze Public Company of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze Public Company to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazePublic Company, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze Public Company taken as a whole; (vi) any material labor dispute involving the employees of BlazePublic Company; (vii) any change by Blaze Public Company in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Public Company or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s Public Company's capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s Public Company's capital stock; (x) any amendment of any material term of any outstanding security of BlazePublic Company; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by BlazePublic Company; (xii) any sale or transfer by Blaze Public Company of any of the assets of Blaze, Public Company; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazePublic Company; or (xiiixiv) any agreements by Blaze Public Company to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze Public Company in this Agreement untrue or incorrect in any material respect.

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (a) Blaze The Xxxxxx Shareholders have been provided with the audited financial statements of RNS as of December 31, 2006 and unaudited balance sheet of RNS dated April 1, 2007 (collectively, the "Financial Statements"). Except as otherwise disclosed in its filings or public record with the Securities and Exchange Commission, RNS has conducted its business only in the ordinary course, and there has not been (i) any change, destruction, damage, loss or event which has had or could reasonably be expected to have, individually or in the aggregate a Blaze RNS Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s RNS’ capital stock, or any repurchase, redemption or other acquisition by Blaze RNS of any shares of their respective capital stock or equity interests, as applicable; (iii) any increase in the rate or terms of compensation payable or to become payable by Blaze RNS to its directors, officers or key employees; (iv) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (v) any entry into any agreement, commitment or transaction by BlazeRNS, or waiver, termination, amendment or modification to any agreement, commitment or transaction, which is material to Blaze RNS taken as a whole; (vi) any material labor dispute involving the employees of BlazeRNS; (vii) any change by Blaze RNS in accounting methods, principles or practices except as required or permitted by GAAP; (viii) any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze RNS or any portion thereof; (ix) any split, combination or reclassification of any of Blaze’s RNS’ capital stock or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s RNS’ capital stock; (x) any amendment of any material term of any outstanding security of BlazeRNS; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date Person, made by BlazeRNS; (xii) any sale or transfer by Blaze RNS of any of the assets of Blaze, RNS; (xiii) cancellation of any material debts or claims or waiver of any material rights by BlazeRNS; or (xiiixiv) any agreements by Blaze RNS to (a) do any of the things described in the preceding clauses (i) through (xiixiii) other than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze in this Agreement untrue or incorrect in any material respect.or

Absence of Certain Changes or Events; No Undisclosed Material Liabilities. (ai) Blaze has Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed SEC Documents") or specified in Section 4.1(f) of the Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed SEC Documents, Company and its Subsidiaries have conducted its business their businesses only in the ordinary course, and there has not been been: (iA) any change, destruction, damage, loss event or event occurrence which has had or could would reasonably be expected to have, individually or in the aggregate aggregate, a Blaze Material Adverse EffectEffect on Company; (iiB) any declaration, setting aside or payment of any dividend or other distribution in respect of shares of Blaze’s Company's capital stock, or any repurchase, redemption or other acquisition by Blaze Company of any shares of their respective its capital stock or equity interests, as applicablestock; (iiiC) any increase in the rate or terms of compensation payable or to become payable by Blaze Company or its Subsidiaries to its their directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practice; (ivD) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practices or as required by applicable law; (vE) any entry into any agreement, commitment or transaction by Blaze, Company or waiver, termination, amendment or modification to any agreement, commitment or transaction, of its Subsidiaries which is material to Blaze Company and its Subsidiaries taken as a whole, except for agreements, commitments or transactions entered into in the ordinary course of business consistent with past practice; (vi) any material labor dispute involving the employees of Blaze; (viiF) any change by Blaze Company in accounting methods, principles or practices practices, except as required or permitted by GAAPgenerally accepted accounting principles; (viiiG) except to the extent specifically reserved for in the financial statements included in the Filed SEC Documents, any write-off or write-down of, or any determination to write-off or write-down, any asset of Blaze Company or any of its Subsidiaries or any portion thereofthereof which write-off, write-down or determination exceeds $500,000 individually or $1,000,000 in the aggregate; (ixH) any split, combination announcement or reclassification implementation of any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of Blaze’s capital stock employment of employees of Company or issuance or authorization relating to the issuance of any other securities in respect of, in lieu of or in substitution for shares of Blaze’s capital stock; (x) any amendment of any material term of any outstanding security of Blaze; (xi) any loans, advances or capital contributions to or investments in, any other Person in existence on the Effective Date made by Blaze; (xii) any sale or transfer by Blaze of any of the assets of Blaze, cancellation of any material debts or claims or waiver of any material rights by Blazeits Subsidiaries; or (xiiiI) any agreements announcement of or entry into any agreement, commitment or transaction by Blaze Company or any of its Subsidiaries to (a) do any of the things described in the preceding clauses (iA) through (xiiH) other otherwise than as expressly contemplated or provided for herein or (b) take, whether in writing or otherwise, any action which, if taken prior to the Effective Date, would have made any representation or warranty of Blaze in this Agreement untrue or incorrect in any material respectherein.