Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letterhereof, since February 1December 31, 19971999, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect Material Adverse Effect on the Company or, to the knowledge of the Company, any development or combination of developments reasonably likely to have a Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's capital stock (stock, other than regular quarterly cash dividends not in excess of $.07 0.12 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with share on the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockCommon Stock, (iii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (xA) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business (including and in connection with promotions) consistent accordance with past practice or as was required under any employment agreements in effect as of September 26December 31, 19971999, (yB) any granting by the Company or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business and consistent with past practice with employees other than any executive officer of the Companypractice, or (C) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentamendments of, consultingany Compensation and Benefit Plan, severance, termination or indemnification agreement other than in the ordinary course of business and consistent with any such employee or executive officerpast practice, (v) except as required by a change in GAAP, any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business or (vi) any tax election that would be Material to the Company or any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the subject of a dispute disclosed on Section 5.03(r) of the Company's Disclosure Schedule).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement November 11, 1996 (the "Company Filed SEC Documents") or in Item 4.07 Section 2.6 of the Company LetterDisclosure Schedule, since February 1, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and except as otherwise expressly permitted by this Agreement, there has not been (i) any material adverse change with respect to the Companywhich has had or which would have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's outstanding capital stock (other than regular quarterly cash dividends not in excess of $.07 .27 per Common Share and $.05 .62 1/2 per Class B Share share of Preferred Stock, in accordance with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any director, officer or other employee of the Company or any of its subsidiaries of any increase in compensation, except in the case of employees in the ordinary course of business (including in connection with promotions) consistent with past practice prior practice, or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such director, officer or other employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 26the date of the most recent audited financial statements included in the Filed SEC Documents, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consultingseverance, severancechange of control, termination or indemnification similar agreement with any such employee officer, director or executive officerother employee, (v) any damagechange in the method of accounting or policy used by the Company or any of its subsidiaries and disclosed in the financial statements included in the Filed SEC Documents or in the Annual Statement or the Quarterly Statement (as those terms are defined in Section 2.10(iii)) most recently filed and publicly available prior to the date hereof, destruction other than changes which were required by GAAP or loss, whether SAP (as defined in Section 2.10(iii)) or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on Guideline 22 of the CompanyNational Association of Insurance Commissioners, (vi) made any revaluation by material amendment to the Company insurance policies or annuity contracts in force of any of its material assets Significant Subsidiary or (vii) made any material change in accounting methodsthe methodology used in the determination of the Reserve Liabilities (as defined in Section 2.10(iv)) of the Significant Subsidiaries or any reserves contained in the financial statements included in the Filed SEC Documents or in the Annual Statement or the Quarterly Statement most recently filed and publicly available prior to the date hereof with respect to insurance policies and annuity contracts, principles (vii) terminated, amended, or entered into as ceding or assuming insurer any reinsurance, coinsurance or other similar agreement or any trust agreement or security agreement relating thereto, other than renewals on substantially the same terms, in the ordinary course of business, (viii) introduced any insurance policy or annuity contract, or (x) made any material changes in its customary marketing, pricing, underwriting, investing or actuarial practices by the Companyand policies.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports filed and publicly available prior to the date of this Agreement (hereof, since the "Company Filed SEC Documents") or in Item 4.07 date of the Company Letter, since February 1, 1997Balance Sheet, the Company and its subsidiaries Subsidiaries have conducted their respective businesses only in the ordinary coursecourse and in a manner consistent with past practice. Since the date of the Company Balance Sheet, and there has not been (i) any material adverse change with respect in the financial condition, results of operations, business or properties of the Company and its Subsidiaries, taken as a whole, or any development or combination of developments of which the management of the Company is aware that, individually or in the aggregate, has had, or is reasonably likely to the Companyhave, a Company Material Adverse Effect, (ii) any declarationdamage, setting aside destruction or payment of any dividend loss (whether or other distribution not covered by insurance) with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of Subsidiaries having a Company Material Adverse Effect, (iii) except as disclosed in the Company or any of its subsidiaries of any increase in compensation, except in SEC Reports filed prior to the ordinary course of business (including in connection with promotions) consistent with past practice date hereof or as was required under employment agreements in effect as of September 26by GAAP or applicable Law, 1997, (y) any granting material change by the Company in its accounting methods, principles or any of its subsidiaries practices to any such officer of any increase which Parent has not previously consented in severance or termination paywriting, (iv) except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements disclosed in the ordinary course of business consistent with past practice with employees other than any executive officer of Company SEC Reports filed prior to the Companydate hereof, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets having a Company Material Adverse Effect, or (viiv) except as disclosed in the Company SEC Reports filed prior to the date hereof, any material change elections or changes in accounting methods, principles or practices elections with respect to Taxes by the CompanyCompany or any Subsidiary of the Company or settlement or compromise by the Company or any Subsidiary of the Company of any material Tax Liability or refund.

Absence of Certain Changes or Events. Except as disclosed in set forth on Section 3.8 of the Company SEC Documents filed and publicly available prior to Schedule of Exceptions, since June 30, 2012, until the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1, 1997and except as contemplated by this Agreement, the Company and each Subsidiary has conducted its subsidiaries have conducted their respective businesses only business in the ordinary course, course consistent with past practice and there has not been (ia) any material adverse change with respect change, event or occurrence which has had or would reasonably be expected to the Company, have a Company Material Adverse Effect; (iib) any declaration, setting aside or payment of any dividend or other distribution with in cash, stock, property or otherwise in respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy’s capital stock; (c) or any redemption, purchase repurchase or other acquisition of any shares of its capital stock, (iii) any split, combination or reclassification of any of its capital stock of the Company (other than in connection with the forfeiture or any issuance exercise of equity based awards, options in accordance with existing agreements or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, terms); (iv) (xd) any granting by the Company or to any of its subsidiaries to any officer of the Company directors, officers or any of its subsidiaries employees of any material increase in compensationcompensation or benefits, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements for increases in the ordinary course of business consistent with past practice with employees other than or that are required under any executive Company Plan; (e) any granting to any director, officer or employee of the Companyright to receive any severance or termination pay, except as provided for under any plan or agreement in effect prior to June 30, 2012; (f) any entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severanceindemnification, termination termination, change of control or indemnification severance agreement or arrangement with any such present or former director, officer or employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on of the Company, or any amendment to or adoption of any Company Plan or collective bargaining agreement; (vig) any revaluation material change by the Company of or any of its material assets Subsidiaries in its accounting principles, except as may be required to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (viih) any material change in a Tax Group tax accounting methodsperiod or method or settlement of a material Tax claim or assessment, principles in each case, relating to the Company or practices by a Subsidiary of the Company, unless required by GAAP or applicable Law.

Absence of Certain Changes or Events. Except as disclosed for liabilities incurred in the Company SEC Documents filed and publicly available prior to the date of connection with this Agreement (or the "Company Filed SEC Documents") or in Item 4.07 of the Company Lettertransactions contemplated hereby and except as permitted by Section 4.1(a), since February 1December 31, 19971996, the Company HFS and its subsidiaries have conducted their respective businesses business only in the ordinary coursecourse or as disclosed in any HFS SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change with respect to the Company(as defined in Section 8.3) in HFS, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its HFS's capital stock, (iii) any split, combination or reclassification of any of its HFS's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its HFS's capital stock, except for issuances of HFS Common Stock upon conversion of HFS Convertible Securities or upon the exercise of HFS Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (iv) (xiv)(A) any granting by the Company HFS or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company HFS or any of its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under any employment agreements in effect as of September 26December 31, 19971996, (yB) any granting by the Company HFS or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (zC) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company HFS or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such employee current or former director, executive officerofficer or key employee, (v) except insofar as may have been disclosed in HFS SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "HFS Filed SEC Documents") or required by a change in GAAP, any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by HFS materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the CompanyHFS Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on HFS or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vii) any action taken by HFS or any of the HFS subsidiaries during the period from January 1, 1997 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 4.1(a).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of hereof, or as otherwise expressly permitted or expressly contemplated by this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1December 31, 19972006, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and to the knowledge of the Company, no fact or condition exists which is reasonably likely to cause a Company Material Adverse Effect in the future, (ii) any change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company’s independent accountants, (iii) any entry by the Company or any of its Subsidiaries into any contract or commitment of (A) more than $125,000 or (B) $50,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its capital stocksecurities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements than in the ordinary course of business consistent with past practice with practice, (v) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or employees other than any executive officer of the CompanyCompany or any of its Subsidiaries, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any entry payment of any bonus, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (vi) any material election made by the Company or any of its subsidiaries into any employmentSubsidiaries for federal or state income tax purposes, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methodsthe credit policies or procedures of the Company or any of its Subsidiaries, principles the effect of which was or practices by is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the Companyordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSince September 30, since February 12000, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemptionof its subsidiaries' capital stock, purchase or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its capital stocksubsidiaries or issuances of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of its capital stock Company's or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its subsidiaries' capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements in effect as of September 26, 1997, (y) any granting payment by the Company or any of its subsidiaries to of any such officer bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Company or any of its subsidiaries of any increase in severance or termination paypay or any entry by Company or any of its subsidiaries into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving Company of the nature contemplated hereby, (v) entry by Company or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or material Intellectual Property (as was required under employment, severance or termination agreements defined in effect as of September 26, 1997, or (zSection 2.20) except employment agreements other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by Company with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanySEC, (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (vii) any revaluation by the Company of any of its material assets assets, including, without limitation, writing down the value of capitalized inventory or (vii) any material change writing off notes or accounts receivable other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to From March 31, 2008 until the date of this Agreement, except as contemplated by this Agreement (the "Company Filed SEC Documents") or as provided in Item 4.07 Section 3.9 of the Company LetterParent Schedule, since February 1, 1997, the Company and Parent has conducted its subsidiaries have conducted their respective businesses only in the ordinary course, course and there has not been (i) any material adverse change with respect to event having, individually or in the Companyaggregate, a Parent Material Adverse Effect, (ii) any change by Parent in its accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of Parent and its consolidated subsidiaries, except insofar as may have been required by a change in GAAP, (iii) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Parent or any redemption, purchase or other acquisition for value of any of its capital stock, (iiiiv) any split, combination or reclassification of any of its capital stock of Parent, (v) any incurrence, assumption or any issuance or the authorization guarantee by Parent of any issuance indebtedness for borrowed money other than under the Seventh Restated Credit Agreement dated as of October 31, 2006 among Parent, certain of Parent’s subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A.(as amended, the “Parent Credit Agreement”) , (vi) any creation or other incurrence by Parent of any lien on any asset securing an amount in excess of $300,000 (other securities in respect ofthan Permitted Liens, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by liens securing obligations under the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including Parent Credit Agreement and liens securing purchase money obligations created in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26the acquisition, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees practice, of field vehicles and office equipment, not exceeding $3,000,000 in the aggregate), (vii) any material Tax election by Parent or any settlement of any material Tax liability, (viii) except for the acquisition of oil and gas leases and seismic data and the drilling of xxxxx in the ordinary course of business, any asset acquisition or capital expenditure by Parent in excess of $1,500,000 individually or $3,000,000 in the aggregate, (ix) any termination or amendment of, or waiver of any material right under, any Parent Material Contract; (x) any material damage to or destruction or loss of any material asset of Parent (whether or not covered by insurance), (xi) other than by expiration of any executive officer lease, any sale or other disposition by Parent, in any single or related series of transactions, of assets having a value in excess of $1,500,000; (xii) any granting by Parent of any increase in compensation or fringe benefits to any employee, except for normal increases of cash compensation in the Companyordinary course of business consistent with past practice, or any payment by Parent of any bonus, except for bonuses paid in the ordinary course of business consistent with past practice, or any granting by Parent of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries Parent into any employment, consulting, severance, termination or indemnification agreement; (xiii) any entry by Parent into any licensing or other agreement with regard to the acquisition or disposition of any such employee or executive officerIntellectual Property in excess of $3 million, (vxiv) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Companychange in Parent’s independent petroleum engineers, (vixv) any revaluation for Tax reporting or financial statement purposes by the Company Parent of any of its material assets assets, including writing down or writing off notes or accounts receivable in excess of $300,000, or (viixvi) the entering into of any material change in accounting methodsagreement, principles whether written or practices by oral, to do any of the Companyforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with or expressly permitted by this Agreement and the US BioEnergy Shareholders Agreement, since December 31, 2006, there has not been any Material Adverse Change in VeraSun. Except as disclosed contemplated by the Agreement or the US BioEnergy Shareholders Agreement, from December 31, 2006 through the date of this Agreement, VeraSun and its Subsidiaries have conducted their business only in the Company SEC Documents filed ordinary course of business, and publicly available prior to since such date through the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect to the Company, (ii1) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its VeraSun’s capital stock, (iii2) any split, combination or reclassification of any of its VeraSun’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its VeraSun’s capital stock, (iv3) (xA) any granting by the Company VeraSun or any of its subsidiaries Subsidiaries to any officer current or former director, executive officer, other employee or independent contractor of the Company VeraSun or any of its subsidiaries Subsidiaries of any material increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under any employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the VeraSun Filed SEC Documents, (yB) any granting by the Company VeraSun or any of its subsidiaries Subsidiaries to any such officer current or former director, executive officer, employee or independent contractor of any material increase in change in control, severance or termination pay, except as part of a standard employment package to (C) any person promoted or hiredadoption, or as was required under employmenttermination, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company VeraSun or any of its subsidiaries into Subsidiaries into, or any employmentmaterial amendments of, consultingany VeraSun Benefit Plan or VeraSun Benefit Agreement or (D) any material amendment to, severanceor material modification of, termination or indemnification agreement with any such employee or executive officerVeraSun Stock Award, (v4) any damage, destruction or loss, whether or not covered by insurance, that that, individually or in the aggregate, has had or is reasonably could be expected likely to have a material adverse effect Material Adverse Effect on the CompanyVeraSun, (vi5) except insofar as may have been required by a change in GAAP, any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by VeraSun or any of its Subsidiaries materially affecting the Companyconsolidated financial position or results of operations of VeraSun or (6) any tax election or any settlement or compromise of any income tax liability that, individually or in the aggregate, is reasonably likely to adversely affect the tax liability or tax attributes of VeraSun or any of its Subsidiaries in any material respect or any settlement or compromise of any material income tax liability. Neither VeraSun nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among VeraSun and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, VeraSun or any of its Subsidiaries, in VeraSun’s or any of its Subsidiary’s financial statements or other VeraSun SEC Documents.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section 2.9 of the Company LetterSchedule, since February 1September 30, 19971999, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) capital stock, or any redemptionpurchase, purchase redemption or other acquisition by Company of any of its Company's capital stockstock or any other securities of Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company's capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination paypay or any entry by Company into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving Company of the nature contemplated hereby, (v) entry by Company into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or Intellectual Property (as was required under employment, severance or termination agreements defined in effect as of September 26, 1997, or (zSection 2.19) except employment agreements other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by Company with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanySEC, (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (vii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets or (vii) any material change of Company other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section 2.5 of the Company LetterDisclosure Schedule, since February 1, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any change which would have a material adverse change with respect to effect on the Companybusiness, financial condition or results of operations of the Company and its subsidiaries taken as a whole, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its outstanding capital stock, (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any executive officer or other employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements or employee, director or agent benefit plans in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such executive officer or other employee of any increase in severance or termination pay, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Filed SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, severance or termination or indemnification G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 9 agreement with any such executive officer or other employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany or any of its subsidiaries materially affecting its assets, liability or business, except insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available or press releases of the Company (the "Company Releases") issued prior to the date of this Agreement (the "Company Filed SEC Documents") hereof or as set forth in Item 4.07 Section 3.7 of the Company LetterDisclosure Schedule, since February 1July 31, 19972000, (a) no events have occurred which would reasonably be expected to have, in the aggregate, a Company Material Adverse Effect, (b) the Company and its subsidiaries have conducted carried on and operated their respective businesses only in the ordinary course, and there has not been (i) any all material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements respects in the ordinary course of business consistent with past practice with employees other than any executive officer practice, except for such deviations of the Company's business from the ordinary course of business which would not reasonably be expected to have, in the aggregate, a Company Material Adverse Effect and (c) there has been no (i) declaration, setting aside or payment of any entry by dividend, or other distribution in respect of the capital stock of the Company or any of its subsidiaries into any employment, consulting, severance, termination redemption or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation other acquisition by the Company of any of its material assets capital stock; (ii) increase in the rate or terms of compensation payable or to become payable by the Company or any Significant Subsidiary to its directors, officers or key employees of the Company or its Significant Subsidiaries, except for the Change of Control Agreements and increases occurring in the ordinary course of business in accordance with its customary past practices; (viiiii) grant or increase in the rate or terms of any material bonus, insurance, pension, severance or other employee benefit plan, payment or arrangement made to, for or with any directors, officers or key employees, except for the Change of Control Agreements and increases occurring in the ordinary course of business in accordance with its customary past practices; (iv) change by the Company in accounting methods, principles or practices except as required by generally accepted accounting principles; (v) entry into any agreement, commitment or transaction by the CompanyCompany or any subsidiary which is material to the Company and its subsidiaries taken as a whole, except agreements, commitments or transactions in the ordinary course of business; (vi) stock split, reverse stock split, combination or reclassification of the Company Common Stock; (vii) change in the terms and conditions of the Stock Plans except as contemplated hereby; or (viii) any agreement or commitment, whether in writing or otherwise, to take any action described in (i) through (vii) above.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Filings filed and publicly available prior to the date of this Agreement hereof (the "Company Filed SEC DocumentsFilings") or in Item 4.07 of the Company Lettersince December 31, since February 1, 19971996, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, course consistent with past practice and as of the date hereof there has not been (i) any material adverse change condition, event or occurrence that, individually or in the aggregate, has resulted in a Material Adverse Effect with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) except as reflected in Section 4.2 of the Disclosure Letter and except as disclosed in this Agreement or as set forth in Section 4.9 of the Disclosure Letter, (x) any granting by the Company or any of its subsidiaries to any executive officer or other key employee of the Company or any of its subsidiaries of any increase in compensation, except for normal increases in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26December 31, 19971996, (y) any granting by the Company or any of its subsidiaries to any such executive officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 26December 31, 1997, 1996 or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee or executive officerofficer except in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has had or reasonably could be expected to will have a material adverse effect on Material Adverse Effect with respect to the Company, Company or (vi) except insofar as may have been disclosed in the Filed SEC Filings or required by a change in generally accepted accounting principles, any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices except as required by the Companygenerally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports filed and publicly available prior to the date of hereof or in Company Disclosure Schedule 3.10, or as otherwise expressly permitted or expressly contemplated by this Agreement Agreement, since March 31, 2011 (the "“Company Filed SEC Documents") or in Item 4.07 of the Company LetterBalance Sheet Date”), since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Company, and to the Knowledge of Company, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the future, (ii) any change by Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Company’s independent accountants, (iii) any entry by Company or any of its Subsidiaries into any contract or commitment of (A) more than $100,000 or (B) $50,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its capital stocksecurities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements than in the ordinary course of business consistent with past practice with practice, (v) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiaries (other than normal salary adjustments to employees made in the ordinary course of business consistent with past practices), or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any employmentseverance or termination pay, consultingany payment of any bonus, severanceor the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, termination officers or indemnification agreement with employees of Company or any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Companyof its Subsidiaries, (vi) any revaluation material election made by the Company of or any of its material assets Subsidiaries for federal or state income tax purposes, (vii) any material change in accounting methodsthe credit policies or procedures of Company or any of its Subsidiaries, principles the effect of which was or practices by is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the Companyordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except Since June 27, 2010, except as contemplated by this Agreement or disclosed in Section 2.9 of the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Parent Disclosure Letter, each of the Company Letter, since February 1, 1997, and the Company and Subsidiaries has conducted its subsidiaries have conducted their respective businesses business only in the ordinary course, course consistent with past practice and there has not been any event, circumstance, change, occurrence or state of facts that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since June 27, 2010, except as contemplated by this Agreement or disclosed in Section 2.9 of the Parent Disclosure Letter, there has not been (iu) any material adverse change with respect to by the CompanyCompany in any of its Tax methods or elections or in any of its accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company and its consolidated Company Subsidiaries, except insofar as may have been required by a change in GAAP, applicable Law or regulatory guidelines, (iiv) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Company or any redemption, purchase or other acquisition for value of any of its the Company’s capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (xw) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice compensation or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries fringe benefits to any such employee, officer of any increase in severance or termination pay, director (except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements for increases in the ordinary course of business consistent with past practice with employees other than practice), or any executive officer payment by the Company or any of the CompanyCompany Subsidiaries of any bonus (except for bonuses made in the ordinary course of business consistent with past practice), or any entry by the Company or any of its subsidiaries the Company Subsidiaries into any employment, consulting, contract (or amendment of an existing contract) to grant or provide severance, acceleration of vesting, termination pay or indemnification agreement other similar benefits (except in the ordinary course of business consistent with any such employee or executive officerpast practice), (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vix) any revaluation by the Company or any of the Company Subsidiaries of any of its their respective assets, including writing off notes or accounts receivable or any sale of assets of the Company or any of the Company Subsidiaries, in excess of $75,000 in the aggregate, (y) any sale, transfer or other disposition outside of the ordinary course of business of any material property or material assets (whether real, personal or mixed, tangible or intangible) by the Company or any of the Company Subsidiaries, or (viiz) any material change commitment or agreement with respect to the items described in accounting methods, principles or practices by the Companypreceding clauses (u) through (y).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the Transactions, as disclosed permitted under Section 4.01 hereof or as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterDisclosure Schedule, since February 1December 31, 19972001, the Company and has conducted its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i1) any material adverse change with respect to in the Company, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii3) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, except for issuances of Company Common Stock under the Company Stock Option Plans, (iv4) (xA) any granting by the Company or any of its subsidiaries to any director or executive officer of the Company or any of its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business (including or in connection with promotions) consistent with past practice the hiring or as was promotion of any such executive officer or increases required under any employment agreements in effect as of September 26the date of the most recent audited financial statements included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, 1997the "Company Filed SEC Documents"), (yB) any granting by the Company or any of its subsidiaries to any such director or executive officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent or in connection with past practice with employees other than the hiring or promotion of any such executive officer of the Companyofficer, or (C) any entry by the Company into, or any of its subsidiaries into amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such employee director or executive officer, other than in the ordinary course of business or in connection with the hiring or promotion of any such executive officer, (v5) any damagechange in accounting methods, destruction principles or losspractices by the Company materially affecting its assets, whether liabilities or not covered by insurancebusiness, (6) any tax election that has individually or in the aggregate would reasonably could be expected to have a material adverse effect on the CompanyCompany or any of its tax attributes or any settlement or compromise of any material income tax liability, (vi7) any revaluation incurrence of a material liability or obligation, whether direct, indirect, or contingent, outside of the ordinary course of business or as otherwise reflected in the most recent interim financial statements included in the Company Filed SEC Documents or the April 2002 interim financial statements delivered by the Company of to Purchaser or (8) any agreement to do any of its material assets or (vii) any material change in accounting methods, principles or practices by the Companyforegoing.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section ------------------------------------ 3.6 of the Company LetterSchedules, since February 1, 1997the Balance Sheet Date and until the date hereof, the Company and has conducted its subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (ia) any material adverse change Material Adverse Effect with respect to the Company, (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockthe Units, (iiic) any split, combination combination, reclassification or reclassification repurchase of any of its capital stock the Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockUnits, (ivd) (xi) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997the date hereof, (yii) any granting by the Company or any of its subsidiaries to any such officer of the Company of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements agreement in effect as of September 26, 1997the date hereof, or (ziii) except employment agreements any entry by the Company into (A) any currently effective employment, severance, termination or indemnification agreement, or consulting agreement (other than in the ordinary course of business consistent with past practice practice), with employees other than any executive officer of the Companycurrent or former officer, director, employee or consultant or (B) any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such current or former officer, director, employee or executive officerconsultant the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (ve) any damage, destruction or loss, whether or not covered by insurance, that has individually or reasonably could be expected to in the aggregate would have a material adverse effect Material Adverse Effect on the Company, (vif) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company, except insofar as may have been required by a change in GAAP (g) any tax election that individually or in the aggregate would have a Material Adverse Effect on the Company or (h) any material liabilities or obligations of the Company which are not required under GAAP to be recorded on the Company's financial statements.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or as set forth in Item 4.07 Section 3.07 of the Company LetterDisclosure Schedule and except as provided in this Agreement, since February 1June 30, 19971999, the Company and its subsidiaries the Subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (i) any material adverse change (as defined in Section 9.03) with respect to the Company. Except as disclosed in the Company SEC Documents or as set forth in Section 3.07 of the Disclosure Schedule, since June 30, 1999, there has not been (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) capital stock or any redemption, purchase or other acquisition of any of its capital stock, (iiiii) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, other than the issuance of Company Shares upon the exercise of Options or the issuance of Restricted Stock or Stock Units (collectively, the "Company Stock Options"), (iii) any material change in accounting methods, principles or practices by the Company, (iv) (xw) any granting by the Company or any of its subsidiaries the Subsidiaries to any executive officer of the Company or any of its subsidiaries the Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26June 30, 19971999, (yx) any granting by the Company or any of its subsidiaries the Subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26June 30, 19971999, or (zy) except employment agreements arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries the Subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee or executive officer, or (z) any increase in or establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could would be expected to have a material adverse effect on the Company, (vi) any amendments or changes in the articles of incorporation or bylaws of the Company, or (vii) any material revaluation by the Company of any of its material assets assets, including writing off notes or (vii) any material change accounts receivable other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as disclosed in set forth on Section 3.8 of the Company SEC Documents filed and publicly available prior to BioLite Schedule of Exceptions, since September 30, 2017, until the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1and except as contemplated by this Agreement, 1997, the Company BioLite and each Subsidiary has conducted its subsidiaries have conducted their respective businesses only business in the ordinary course, course consistent with past practice and there has not been (ia) any material adverse change with respect change, event or occurrence which has had or would reasonably be expected to the Company, have BioLite Material Adverse Effect; (iib) any declaration, setting aside or payment of any dividend or other distribution with in cash, stock, property or otherwise in respect to its of BioLite’s capital stock stock; (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policyc) or any redemption, purchase repurchase or other acquisition of any shares of its capital stock, (iii) any split, combination or reclassification of any of its capital stock of BioLite (other than in connection with the forfeiture or any issuance exercise of equity based awards, options in accordance with existing agreements or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, terms); (iv) (xd) any granting by the Company or BioLite to any of its subsidiaries to any officer of the Company directors, officers or any of its subsidiaries employees of any material increase in compensationcompensation or benefits, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements for increases in the ordinary course of business consistent with past practice with employees other than or that are required under any executive BioLite Plan; (e) any granting to any director, officer or employee of the Companyright to receive any severance or termination pay, except as provided for under any plan or agreement in effect prior to September 30, 2017; (f) any entry by the Company BioLite or any of its subsidiaries Subsidiaries into any employment, consulting, severanceindemnification, termination termination, change of control or indemnification severance agreement or arrangement with any such present or former director, officer or employee of BioLite, or executive officer, any amendment to or adoption of any BioLite Plan or collective bargaining agreement; (vg) any damage, destruction material change by BioLite or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets Subsidiaries in its accounting principles, except as may be required to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (viih) any material change in the tax accounting methodsperiod or method or settlement of a material Tax claim or assessment, principles in each case, relating to BioLite or practices a Subsidiary of BioLite, unless required by the CompanyGAAP or applicable Law.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company Quartet SEC Documents Reports filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, and except as contemplated by this Agreement, since February 1December 31, 19972013, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the CompanyMaterial Adverse Effect on Quartet, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its of, any of Quartet’s capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) stock, or any redemptionpurchase, purchase redemption or other acquisition by Quartet of any of its Quartet’s capital stockstock or any other securities of Quartet or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Quartet’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries Quartet of any increase in compensationcompensation or fringe benefits, except in the ordinary course for normal increases of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements cash compensation in the ordinary course of business consistent with past practice practice, or any payment by Quartet of any bonus, except for bonuses made in the ordinary course of business consistent with employees other than past practice, or any executive officer granting by Quartet of the Company, any increase in severance or termination pay or any entry by the Company or any of its subsidiaries Quartet into any currently effective employment, consulting, severance, termination or indemnification agreement with or any such employee agreement the benefits of which are contingent or executive officerthe terms of which are materially altered upon the occurrence of a transaction involving Quartet of the nature contemplated hereby, (v) any damagematerial change by Quartet in its accounting methods, destruction principles or losspractices, whether or not covered except as required by insurance, that has or reasonably could be expected to have a material adverse effect on the Companyconcurrent changes in U.S. GAAP, (vi) any revaluation by change in the Company auditors of Quartet, (vi) any issuance of its material assets capital stock of Quartet, or (vii) any material change revaluation by Quartet of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Quartet other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as disclosed for liabilities incurred in the Company SEC Documents filed and publicly available prior to the date of connection with this Agreement (or the "Company Filed SEC Documents") or in Item 4.07 of the Company Lettertransactions contemplated hereby and except as permitted by Section 4.1(a), since February January 1, 1997, the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect to in the Company, including, but not limited to, any material adverse change arising from or relating to fraudulent or unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's capital stock (stock, other than regular quarterly cash dividends on the Company Common Stock in amounts not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present quarterly dividend policy) or any redemption, purchase or other acquisition most recently paid on the Company Common Stock prior to the date of any of its capital stockthis Agreement, (iii) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, except for issuances of Company Common Stock upon the exercise of Company Stock Options awarded prior to the date hereof in accordance with their present terms, (iv) (xA) any granting by the Company or any of its subsidiaries to any current or former director, officer or other employee of the Company or any of its subsidiaries of any Company Stock Options or any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice bonus or as was required under employment agreements in effect as of September 26, 1997other benefits, (yB) any granting by the Company or any of its subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (zC) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such employee current or former director, executive officerofficer or employee, (v) any damageexcept insofar as may have been required by a change in GAAP or law or regulation, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany affecting its assets, liabilities or business, (vi) any material tax election by the Company or any of its Significant Subsidiaries or any settlement or compromise of any material income tax liability by the Company or any of its Significant Subsidiaries, or (vii) any new capital commitment or increase in existing capital commitments, in excess of $15,000,000, individually or in the aggregate.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to Since the date of this Agreement (the "Company most recent audited financial statements included in the Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (i) any material adverse change with respect to (as defined in Section 10.03) in the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (xw) any granting by the Company or any of its subsidiaries to any director or officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements or stock option agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (x) any granting by the Company or any of its subsidiaries to any director or officer of any stock options, except as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements agreements, plans or arrangements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Filed SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee director or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has individually or reasonably could be expected to in the aggregate would have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices from those applied in the preparation of the most recent audited financial statements included in the Filed SEC Documents, except insofar as may have been required by a change in GAAP, or (vii) any tax election that individually or in the aggregate would have a material adverse effect on the Company.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed Schedule 2.9 hereto and publicly available prior to except as contemplated by this Agreement, since December 31, 2013 until the date of this Agreement hereof, there has not been: (the "Company Filed SEC Documents"i) or in Item 4.07 of the Company Letter, since February 1, 1997, any Material Adverse Effect on the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect to the CompanySubsidiaries, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) ’s stock, or any redemptionpurchase, purchase redemption or other acquisition by the Company of any of its the Company’s capital stockstock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries Subsidiaries of any increase in compensationcompensation or fringe benefits, except in the ordinary course for normal increases of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements cash compensation in the ordinary course of business consistent with past practice with employees other than or pursuant to any executive officer Plans (as defined in Section 2.11(a)), or any granting by the Company or any of the Company, its Subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries Subsidiaries into any currently effective employment, consulting, severance, termination or indemnification agreement with any such employee or executive officeragreement, (v) any damagematerial change by the Company or any of its Subsidiaries in its accounting methods, destruction principles or losspractices, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on (vi) any issuance of capital stock of the Company, (vivii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, (viii) any incurrence of debt by the Company other than debt in the ordinary course of business or (viiix) any material change in accounting methodsagreement, principles whether written or practices by oral, to do any of the Companyforegoing.

Absence of Certain Changes or Events. Except (a) as disclosed set forth in Section 2.6(e) of the Company SEC Schedule, (b) for the transactions contemplated by any of the Transaction Documents filed and publicly available prior (including as contemplated by Section 4.6 of this Agreement), and/or (c) as consented to in writing by LTFS, since December 31, 2006, there has not been: (i) as of the date of this Agreement (Agreement, any Material Adverse Effect on the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect to the CompanyCompanies, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Companies’ stock, or any redemptionpurchase, purchase redemption or other acquisition by any Company of any of its such Company’s capital stockstock or any other securities of such Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Companies’ capital stock, (iv) (x) any granting by the any Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash or fringe benefit compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by such Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the any Company or any of its subsidiaries to any such officer of any increase in severance or termination paypay or any entry by such Company into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving such Company of the nature contemplated hereby, (v) entry by any Company into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements Intangible Rights other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by such Company with respect to any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanyGovernmental Entity, (vi) any material change by any Company in its accounting methods, principles or practices, (vii) any change in the auditors of any Company, (viii) any issuance of capital stock of any Company, (ix) any revaluation by the any Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of such Company other than in the ordinary course of business, (x) any acceleration of the recognition of revenues or deferment of the recognition of expenses other than in accordance with U.S. GAAP and consistent with past practices, or (viixi) any material change in accounting methodsagreement, principles whether written or practices by oral, to do any of the Companyforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Option Agreements or the transactions contemplated hereby or thereby, and except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letterpermitted by Section 4.1(b), since February 1Xxxxx 00, 19970000, the Company XXX and its subsidiaries have conducted their respective businesses business only in the ordinary coursecourse consistent with past practice or as disclosed in any HBO SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change with respect to the Company(as defined in Section 8.3) in HBO, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its HBO's capital stock, (iii) any split, combination or reclassification of any of its HBO's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its HBO's capital stock, except for issuances of HBO Common Stock upon exercise or conversion of HBO Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (iv) (xiv)(A) any granting by the Company HBO or any of its subsidiaries to any current or former director, officer or other key employee of the Company HBO or any of its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay or target bonuses in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under any employment agreements in effect as of September 26Xxxxx 00, 19970000, (yX) any granting by the Company HBO or any of its subsidiaries to any such current or former director, officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (zC) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company HBO or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such employee current or executive former director, officer, or any material amendment of any of the foregoing with any key employee, (v) except insofar as may have been disclosed in HBO SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "HBO Filed SEC Documents") or required by a change in GAAP, any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by HBO materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the CompanyHBO Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on HBO or any of its tax attributes or any settlement or compromise of any material income tax liability or (vii) any action taken by HBO or any of the HBO subsidiaries during the period from April 1, 1998 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(b).

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents Reports filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, and except as contemplated by this Agreement, since February 1April 28, 19972008, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Companyeffect on Noble, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its of, any of Noble’s capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) stock, or any redemptionpurchase, purchase redemption or other acquisition by Noble of any of its Noble’s capital stockstock or any other securities of Noble or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Noble’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries Noble of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by Noble of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer Noble of any increase in severance or termination paypay or any entry by Noble into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving Noble of the nature contemplated hereby, (v) entry by Noble into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements intellectual property other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by Noble with respect to any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanyGovernmental Entity, (vi) any revaluation by the Company of any of its material assets or (vii) any material change by Noble in its accounting methods, principles or practices practices, except as required by concurrent changes in GAAP, (vii) any change in the Companyauditors of Noble, (viii) any issuance of capital stock of Noble, or (ix) any revaluation by Noble of any of its assets or any sale of assets of Noble other than in the ordinary course of business.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSince September 30, since February 12000, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there ------------------------------------ has not been been: (i) any material adverse change with respect to the Material Adverse Effect on Company, ; (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock, or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemptionof its subsidiaries' capital stock, purchase or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its capital stocksubsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (iii) any split, combination or reclassification of any of its capital stock Company's or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its subsidiaries' capital stock, ; (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation to non-officer employees in the ordinary and usual course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements in effect as of September 26, 1997, (y) any granting payment by the Company or any of its subsidiaries to any such officer of any increase in severance or termination paybonus, except as part of a standard employment package for bonuses made to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements non-officer employees in the ordinary course of business consistent with past practice with employees other than practice, or any executive officer granting by Company or any of the Company, its subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries into any currently effective employment, consulting, severance, termination or indemnification agreement with or any such employee agreement the benefits of which are contingent or executive officer, the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby; (v) entry by Company or any damageof its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.19) other than licenses in the ordinary and usual course of business, destruction consistent with past practice, or loss, whether any amendment or not covered consent with respect to any licensing agreement filed or required to be filed by insurance, that has or reasonably could be expected to have a material adverse effect on Company with the Company, SEC; (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; or (vii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets or (vii) any material change of the Company other than in accounting methodsthe ordinary and usual course of business, principles or practices by the Companyconsistent with past practice.

Absence of Certain Changes or Events. Except as disclosed in the Company Parent SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or as set forth in Item Section 4.07 of the Company LetterDisclosure Schedule, since February 1, 1997the Balance Sheet Date, the Company Parent, the Acquisition Sub and its subsidiaries the Parent Subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (i) any material adverse change (as defined in Section 9.03) with respect to the CompanyParent, the Acquisition Sub or the Parent Subsidiaries. Except as disclosed in the Parent SEC Documents or as set forth in Section 4.07 of the Disclosure Schedule, since the Balance Sheet Date, there has not been (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to its the Parent's capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iiiii) any split, combination or reclassification of any of its the Parent's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) any material change in accounting methods, principles or practices by the Parent (except insofar as may be required by a change in GAAP), (iv) (xw) any granting by the Company Parent, the Acquisition Sub or any of its subsidiaries the Parent Subsidiaries to any executive officer of the Company Parent, the Acquisition Sub or any of its subsidiaries the Parent Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997the Balance Sheet Date, (yx) any granting by the Company Parent, the Acquisition Sub or any of its subsidiaries the Parent Subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26the Balance Sheet Date, 1997, or (zy) except employment agreements arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of the CompanyParent, the Acquisition Sub or any of the Parent Subsidiaries, as applicable, any entry by the Company Parent, the Acquisition Sub or any of its subsidiaries the Parent Subsidiaries, as applicable, into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee or executive officer, or (z) any increase in or establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanyParent, (vi) any revaluation by amendments or changes in the Company certificate or articles of any incorporation or bylaws of its material assets the Parent, or Acquisition Sub or the Parent Subsidiaries (vii) any material change in accounting methods, principles or practices revaluation by the CompanyParent of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business, or (viii) any other action or event that would have required the consent of the Company pursuant to Section 5.01 had such action or event occurred after the date of this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Schedule 5.6 attached hereto, since June 30, 1996 (the date of the Company Letter, since February 1, 1997most recent financial statements included in the Filed SEC Documents), the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect to which would have a Material Adverse Effect on the Companybusiness, financial condition or results of operations of the Company and its subsidiaries taken as a whole, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its outstanding capital stock, (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any executive officer or other employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such executive officer or other employee of any increase in severance or termination pay, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Filed SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement with any such executive officer or other employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany or any of its subsidiaries materially affecting its assets, liability or business, except insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company Chancellor SEC Documents filed and publicly available prior or except as disclosed in the Chancellor Disclosure Letter, or as otherwise agreed to in writing after the date hereof by Capstar, or as expressly permitted by this Agreement, since the date of this Agreement (the "Company Filed most recent audited financial statements included in the Chancellor SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company Chancellor and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect which could reasonably be expected to have a Chancellor Material Adverse Effect (including as a result of the Companyconsummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of Chancellor's currently outstanding capital stock (other than the payment of regular quarterly cash dividends not on the Chancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, in excess of $.07 per Share and $.05 per Class B Share each case in accordance with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockdates), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (x) any granting by the Company Chancellor or any of its subsidiaries to any director, officer or other employee or independent contractor of the Company Chancellor or any of its subsidiaries of any increase in compensationcompensation or acceleration of benefits, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Chancellor SEC Documents, (y) any granting by the Company Chancellor or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of Chancellor, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.as

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSince March 31, since February 12017, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Company, Material Adverse Effect on Grom; (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its of, any of Grom's capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) stock, or any redemptionpurchase, purchase redemption or other acquisition of any of its Grom's capital stockstock or any other securities of Grom or any options, warrants, calls or rights to acquire any such shares or other securities; (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Grom's capital stock, ; (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries Grom of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by Grom of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer Grom of any increase in severance or termination paypay or any entry by Grom into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving Grom of the nature contemplated hereby; (v) entry by Grom into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or Intellectual Property (as was required under employment, severance or termination agreements defined in effect as of September 26, 1997, or (zSection 2.18 hereof) except employment agreements other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by Grom with respect to any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, Governmental Entity; (vi) any revaluation by the Company of any of its material assets or (vii) any material change by Grom in its accounting methods, principles or practices practices, except as required by concurrent changes in GAAP; (vii) any change in the Companyauditors of Grom; (viii) any issuance of capital stock of Grom; or (ix) any revaluation by Grom of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Grom other than in the ordinary course of business.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") hereof or as set forth in Item 4.07 Section 3.7 of the Company LetterDisclosure Schedule and except as permitted by Section 5.1 hereof, since February 1September 29, 19972001, the Company and its subsidiaries have conducted carried on and operated their respective businesses only in all material respects in the ordinary coursecourse of business consistent with past practice, and there has not been occurred: (ia) any material adverse events which have had a Company Material Adverse Effect, (b) any change with respect to by the Company in its accounting principles, (c) any revaluation of any of the Company's or any subsidiary's assets, including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business and consistent with past practice, (iid) any sale, pledge, disposition of or encumbrance upon a material amount of property of the Company or of any subsidiary, except in the ordinary course of business and consistent with past practice, (e) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any class of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iiif) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (xg) any granting by the Company or any of its subsidiaries to any executive officer of the Company or any of its subsidiaries of any increase in compensation, except for normal increases in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997practice, (yh) any granting by the Company or any of its subsidiaries to any such executive officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 261, 19972001, or copies of which have been made available to Purchaser, (zi) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee or executive officer, (vj) any establishment or increase of benefits under any plan that would constitute an Employee Benefit Plan (as defined herein), (k) any material Tax (as defined herein) election inconsistent with past practices or the settlement or compromise of any material Tax liability or (l) any damage, destruction or loss, whether or loss of any material asset not covered by insurance, that has insurance and which materially affects the use or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Companyvalue thereof.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSince September 30, since February 12010, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to Material Adverse Effect on the Company, ; (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) capital stock, or any redemptionpurchase, purchase redemption or other acquisition of any of its the Company's capital stockstock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities; (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company's capital stock, ; (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by the Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination paypay or any entry by the Company into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving the Company of the nature contemplated hereby; (v) entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or Intellectual Property (as was required under employment, severance or termination agreements defined in effect as of September 26, 1997, or (zSection 3.18 hereof) except employment agreements other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with employees other than respect to any executive officer licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity; (vi) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (vii) any change in the auditors of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, ; (vviii) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on issuance of capital stock of the Company, ; or (viix) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets or (vii) any material change of the Company other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letterhereof, since February 1December 31, 19971999, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect Material Adverse Effect on the Company or, to the knowledge of the Company, any development or combination of developments reasonably likely to have a Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company’s capital stock (stock, other than regular quarterly cash dividends not in excess of $.07 0.12 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with share on the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock’s Common Stock, (iii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of its the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company’s capital stock, except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (xA) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business (including and in connection with promotions) consistent accordance with past practice or as was required under any employment agreements in effect as of September 26December 31, 19971999, (yB) any granting by the Company or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business and consistent with past practice with employees other than any executive officer of the Companypractice, or (C) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentamendments of, consultingany Compensation and Benefit Plan, severance, termination or indemnification agreement other than in the ordinary course of business and consistent with any such employee or executive officerpast practice, (v) except as required by a change in GAAP, any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business or (vi) any tax election that would be Material to the Company or any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the subject of a dispute disclosed on Section 5.03(r) of the Company’s Disclosure Schedule). (110 Intentionally Omitted.

Absence of Certain Changes or Events. (a) Except as disclosed in the Company SEC Documents filed and publicly available with the SEC prior to the date of this Agreement (the "Company Filed SEC Documents"or as disclosed in Section 3.7(a) or in Item 4.07 of the Company Letter, since February 1December 31, 1997, 2003 (i) the Company and its subsidiaries Subsidiaries have conducted their respective businesses only not incurred any liability or obligation (indirect, direct or contingent) or, entered into any Contract or transaction, in each case, that is not in the ordinary coursecourse of business or that would, individually or in the aggregate, have a Material Adverse Effect on the Company; (ii) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has, individually or in the aggregate, had a Material Adverse Effect on the Company; (iii) there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its capital stock, ; (iv) there has not been (x) any granting by the Company or any of its subsidiaries Subsidiaries to any officer employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements Contracts in effect as of September 26, 1997the date of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its subsidiaries Subsidiaries to any such officer employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements Contracts in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Company SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement Contract with any such employee or executive officer, and (v) any damage, destruction or loss, whether or not covered by insurance, that there has or reasonably could be expected been no Material Adverse Change with respect to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except Since January 1, 1999, except as contemplated by or as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Agreement, including Schedule 4.8 of the Company LetterDTN Disclosure Schedule, since February 1or as disclosed in any of the DTN SEC Reports or the financial statements delivered to Acquiror, 1997, DTN and the Company and its subsidiaries DTN Subsidiaries have conducted their respective businesses only in the ordinary coursecourse and in a manner consistent with past practice and, and since such date, there has not been been: (ia) any change, condition, event or development that has had a Material Adverse Effect; (b) any event that could reasonably be expected to prevent or materially delay the performance of this Agreement by DTN; (c) any material adverse change with respect to the Companyby DTN in its accounting methods, principles or practices (iiother than as required by GAAP); (d) any declaration, setting aside or payment of any dividend or other distribution with in respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) shares of DTN Common Stock or any redemption, purchase or other acquisition of any of its capital stock, DTN's securities; or (iiie) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, except pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the ordinary course compensation payable or to become payable to any executive officers of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company DTN or any of its subsidiaries to any such officer of any increase in severance or termination pay, DTN Subsidiary except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer or except as required by applicable Law or contractual obligations existing as of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Companydate hereof.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to Since the date of this Agreement (the "Company most recent financial statements included in the Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (i) any material adverse change with respect to (as defined in Section 10.03) in the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any director, officer of the Company or any of its subsidiaries key employee (as defined below) of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such director, officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent financial statements included in the Filed SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into into, or amendment of, any employment, consulting, severance, severance or termination or indemnification agreement with any such employee director, officer or executive officerkey employee, (v) any damage, destruction or lossloss to property, whether or not covered by insurance, that individually or in the aggregate has or would reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.Company materially affecting its assets, liabilities or business,

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to Schedule 3.19 or as otherwise expressly contemplated in this Section 3.19, since October 2, 2010 until the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been or occurred: (ia) a Material Adverse Effect or any events, circumstances, conditions, occurrences, changes or state of facts that, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect; (b) any material adverse change with respect to the Companymaking, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its of, any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the any Purchased Company's present dividend policy) , or any redemptionpurchase, purchase redemption or other acquisition of by any of its capital stock, (iii) any split, combination or reclassification Purchased Company of any of its capital stock or any issuance other equity securities of such Purchased Company (other than any such dividend, distributions, purchases, redemptions, acquisitions or other similar transactions (I) solely involving Purchased Companies or (II) with respect to Tax distributions or otherwise to satisfy obligations in respect of the Senior Notes (or the authorization of any issuance of any other securities in respect of, in lieu of Senior Notes Indenture) or in substitution for shares of its capital stock, Senior Secured Credit Facilities); (iv) (xc) any granting by the any Purchased Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits to any employee, except or any payment by any Purchased Company of any employee bonus, or any entry by any Purchased Company into any Contract (or amendment of an existing Contract) to grant or provide to any officer the acceleration of vesting, termination, severance, retention or change in the ordinary course of business control payments or other similar benefits; (d) any change by any Purchased Company in its accounting methods, principles or practices (including any change in connection with promotions) consistent with past practice depreciation or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company amortization policies or any of its subsidiaries to any such officer of any increase in severance rates or termination payrevenue recognition policies), except as part required by either Law or GAAP; (e) any material revaluation by any Purchased Company of a standard employment package to any person promoted of their respective material assets, excluding writing-off or hireddiscounting of notes, accounts receivable or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements other assets in the ordinary course of business consistent with past practice practice; (f) entry by any Purchased Company into any Contract with employees regard to the acquisition or disposition by any Purchased Company of any material Intellectual Property Rights, or other material assets in each case other than acquisitions of raw materials and supplies and the disposition of inventory in the ordinary course of business; (g) any executive officer of the Companychange by any Purchased Company in its material Tax elections or accounting methods, any entry by the Company or any closing agreement, settlement or compromise of its subsidiaries into any employmentclaim or assessment, consultingin each case in respect of material Taxes, severance, termination or indemnification agreement consent to any extension or waiver of any limitation period with respect to any such employee claim or executive officer, assessment for material Taxes; (vh) any damage, destruction or loss, material casualty event with respect to non-current tangible assets (whether or not covered by insurance, that has ) or reasonably could be expected to have a material adverse effect on the Company, (vii) any revaluation by amendment or modification to the Company Organizational Documents of any of its the Purchased Companies. Except as set forth in Schedule 3.19 or as otherwise expressly contemplated hereby, since October 2, 2010 until the date of this Agreement, the Purchased Companies, taken as a whole, have conducted their respective businesses in all material assets or (vii) any material change respects in accounting methods, principles or practices by the Companyordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of contemplated by this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1June 30, 19972009, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the CompanyMaterial Adverse Effect on NSAQ, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its of, any of NSAQ’s capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) stock, or any redemptionpurchase, purchase redemption or other acquisition by NSAQ of any of its NSAQ’s capital stockstock or any other securities of NSAQ or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its NSAQ’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries NSAQ of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by NSAQ of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer NSAQ of any increase in severance or termination paypay or any entry by NSAQ into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving NSAQ of the nature contemplated hereby, (v) entry by NSAQ into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements Intellectual Property other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by NSAQ with respect to any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanyGovernmental Entity, (vi) any revaluation by the Company of any of its material assets or (vii) any material change by NSAQ in its accounting methods, principles or practices practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the Companyauditors of NSAQ, (viii) any issuance of capital stock of NSAQ, (ix) any revaluation by NSAQ of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of NSAQ other than in the ordinary course of business or (x) any agreement, whether written or oral, to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1December 31, 19971995, the Company and has conducted its subsidiaries have conducted their respective businesses business only in the ordinary coursecourse consistent with prior practice, and there has not been (i) any material adverse change with respect to in the CompanyCompany or any of its subsidiaries, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer or employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the SEC Documents filed prior to the date of this Agreement (a list of all such employment agreements being set forth in Section 3.1(g) of the Company Disclosure Schedule), (yv) any granting by the Company or any of its subsidiaries to any such officer or employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26the date of the most recent audited financial statements included in the SEC Documents filed prior to the date of this Agreement, 1997(vi) any entry into, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Companyrenewal or modification of, any entry by the Company or any of its subsidiaries into of any employment, consulting, severance, severance or termination or indemnification agreement with any such employee officer or executive officeremployee, (vvii) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.,

Absence of Certain Changes or Events. (a) Except as disclosed in the Company SEC Documents filed and publicly available with the SEC prior to the date of this Agreement (the "Company Filed SEC Documents"or as disclosed in Section 3.7(a) or in Item 4.07 of the Company Letter, since February 1December 31, 1997, 2003 (i) the Company and its subsidiaries Subsidiaries have conducted their respective businesses only not incurred any liability or obligation (indirect, direct or contingent) or, entered into any Contract or transaction, in each case, that is not in the ordinary coursecourse of business or that would, individually or in the aggregate, have a Material Adverse Effect on the Company; (ii) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has, individually or in the aggregate, had a Material Adverse Effect on the Company; (iii) there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its capital stock, ; (iv) there has not been (x) any granting by the Company or any of its subsidiaries Subsidiaries to any officer employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements Contracts in effect as of September 26, 1997the date of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its subsidiaries Subsidiaries to any such officer employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements Contracts in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Company SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement Contract with any such employee or executive officer, and (v) any damage, destruction or loss, whether or not covered by insurance, that there has or reasonably could be expected been no Material Adverse Change with respect to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letterhereof, since February 1December 31, 19971999, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect Material Adverse Effect on the Company or, to the knowledge of the Company, any development or combination of developments reasonably likely to have a Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's capital stock (stock, other than regular quarterly cash dividends not in excess of $.07 0.12 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with share on the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockCommon Stock, (iii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (xA) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business (including and in connection with promotions) consistent accordance with past practice or as was required under any employment agreements in effect as of September 26December 31, 19971999, (yB) any granting by the Company or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business and consistent with past practice with employees other than any executive officer of the Companypractice, or (C) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentamendments of, consultingany Compensation and Benefit Plan, severance, termination or indemnification agreement other than in the ordinary course of business and consistent with any such employee or executive officerpast practice, (v) except as required by a change in GAAP, any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business or (vi) any tax election that would be Material to the Company or any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the subject of a dispute disclosed on Section 5.03(r) of the -30- 34 Company's Disclosure Schedule).

Absence of Certain Changes or Events. (a) Except as disclosed in the Company SEC Documents filed and publicly available with the SEC prior to the date of this Agreement (the "Company Filed SEC Documents"Amendment Date or as disclosed in Section 3.7(a) or in Item 4.07 of the Company Letter, since February 1December 31, 1997, 2003 (i) the Company and its subsidiaries Subsidiaries have conducted their respective businesses only not incurred any liability or obligation (indirect, direct or contingent), that would, after taking into consideration any related benefits or value (indirect, direct or contingent), individually or in the ordinary courseaggregate, have a Material Adverse Effect on the Company; (ii) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has, individually or in the aggregate, had a Material Adverse Effect on the Company; (iii) there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its capital stock, ; (iv) there has not been (x) any granting by the Company or any of its subsidiaries Subsidiaries to any officer of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past the Company's prior practice or as was required under employment agreements Contracts in effect as of September 26, 1997the date of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its subsidiaries Subsidiaries to any such officer employee of any increase in rights of severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement Contract with any such employee or executive officer, employee; and (v) any damagethrough the Amendment Date, destruction or loss, whether or not covered by insurance, that there has or reasonably could be expected been no Material Adverse Change with respect to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except Since the Company Balance Sheet Date and except as disclosed in on Schedule 6.9, the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 business of the Company Letter, since February 1, 1997, and ------------ the Company and its subsidiaries Subsidiary have been conducted their respective businesses only in the ordinary course, and there has not been (i) from the Company Balance Sheet Date to the date of this Agreement any material adverse change with respect to in the Companybusiness, operations, properties (including intangible properties), condition (financial or otherwise), results of operations, assets or liabilities of the Company and the Subsidiary, taken as a whole, excluding any such change or changes caused by a general change in the economy (including any such change caused by a general change in the markets served by the Company and the Subsidiary); (ii) any material indebtedness incurred by the Company or the Subsidiary for borrowed money, other than in the ordinary course of business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not or payment in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemptioncash, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities property in respect of, in lieu of or in substitution for shares of its capital stock, ; (iv) (x) any granting material increase in the compensation payable or to become payable by the Company or the Subsidiary to any of its subsidiaries to their employees, officers or directors or in any officer bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees (other than as provided on Schedule 6.10, except in accordance with collective bargaining agreements set ------------- forth on Schedule 6.17, and except for cost of living adjustments and other ------------- increases in the ordinary course and consistent with past practice and other increases which are reasonably necessary for the operation of the business of the Company and the Subsidiary); (v) any entry by the Company or the Subsidiary into any commitment or transaction out of its subsidiaries the ordinary course of business which is material to the Company and the Subsidiary taken as a whole; or (vi) any increase in compensationaction taken, except other than reasonable and usual actions in the ordinary course of business (including in connection with promotions) and consistent with past practice practice, with respect to accounting policies or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination payprocedures, except as part of a standard employment package to any person promoted or hired, or as was for changes required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in generally accepted accounting methods, principles or practices by the Companyprinciples.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section 2.9 of the Company LetterSchedule, since February 1December 31, 19972000, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) capital stock, or any redemptionpurchase, purchase redemption or other acquisition by Company of any of its Company's capital stockstock or any other securities of Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company's capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination paypay or any entry by Company into any currently effective employment, except as part severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a standard employment package transaction involving Company of the nature contemplated hereby, (v) entry by Company into any licensing or other agreement with regard to the acquisition or disposition of any person promoted or hired, or Intellectual Property (as was required under employment, severance or termination agreements defined in effect as of September 26, 1997, or (zSection 2.18) except employment agreements other than licenses in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into amendment or consent with respect to any employment, consulting, severance, termination licensing agreement filed or indemnification agreement required to be filed by Company with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the CompanySEC, (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (vii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets or (vii) any material change of Company other than in accounting methods, principles or practices by the Companyordinary course of business.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSchedule 4.17, since February 1September 30, 19972021, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been or occurred: (ia) any material adverse change with respect to the Companymaking, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any Equity Interests of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Purchased Company's present dividend policy) , or any redemptionpurchase, purchase redemption or other acquisition by the Purchased Company of any of its capital stockEquity Interests; (b) any change in the Purchased Company’s authorized or issued Equity Interests, grant of any option or right to purchase Equity Interests of the Purchased Company or issuance of any security convertible into such Equity Interests; (iiic) any split, combination or reclassification of any Equity Interests of its capital stock the Purchased Company; (d) any incurrence, assumption or any issuance or the authorization guarantee of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, indebtedness (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except excluding trade payables in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, practice); (ye) any granting discharge or settlement of any action of Litigation by the Purchased Company; (f) (i) any strikes, slowdowns, work stoppages, lockouts or other material labor disputes involving any employees of the 38 Purchased Company or (ii) any efforts or campaign by any employees of the Purchased Company or any third-party to organize or represent any employees of its subsidiaries to the Purchased Company for the purpose of collective bargaining; (g) (i) the adoption, establishment, termination or amendment of any such officer Benefit Plan (or any arrangement that would be a Benefit Plan if it were in effect on the date hereof), (ii) except as required by Law or the express terms of any Benefit Plan as in effect on December 31, 2018, any increase in severance compensation or termination paybenefits, or any award or any grant under any Benefit Plan, to any current or former director, manager, independent contractor, officer or employee of the Purchased Company, except as part of a standard employment package for increases in base salary or hourly wage rate to any person promoted or hiredemployees who are not officers and whose annual total compensation does not exceed $50,000, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements but only to the extent made in the ordinary course of business consistent with past practice with employees other than any executive officer and not exceeding three percent (3%) per employee, provided that such increases are not, in the aggregate, material to the Purchased Company, or (iii) the hiring or termination of the Companyemployment or engagement of, any entry delivery of a notice of termination to, or any receipt of a notice of termination from, (A) any officer, director or manager of the Purchased Company or (B) any non-officer employee or independent contractor of the Purchased Company whose annualized total compensation exceeded, exceeds, or is expected to exceed, $50,000; (h) any change by the Purchased Company in its accounting methods, principles or practices (including any of its subsidiaries into any employmentchange in depreciation or amortization policies or rates or revenue recognition policies), consulting, severance, termination or indemnification agreement with any such employee or executive officer, except as expressly required by Law; (vi) any damagerevaluation, destruction or lossin any material respect, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Purchased Company of any of its material assets or any waiver, release or assignment by the Purchased Company of any material rights or claims, in each case excluding any writing-off or discounting of notes, accounts receivable or other assets in the ordinary course of business consistent with past practice and that is not material, individually or in the aggregate; or (viij) any material (i) change in accounting methods, principles or practices by the Purchased Company in any Tax or accounting election, method, practice or policy, (ii) failure to pay any Tax as such Tax becomes due and payable with respect to the Purchased Company, (iii) filing of any amended Tax Return, or preparing or filing any Tax Return in a manner inconsistent with past practice or applicable Law, in each case with respect to the Purchased Company, (iv) entering into any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of Taxes with respect to the Purchased Company, or (v) consenting to any extension or waiver of any limitation period with respect to any claim or assessment for Taxes with respect to the Purchased Company. Except as set forth in Schedule 4.17 or as otherwise contemplated hereby, since September 30, 2021, the Purchased Company has conducted its business in the ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to contemplated by this Agreement, from December 31, 1996 until the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997hereof, the Company and has conducted its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect to that would have a Material Adverse Effect on the Company, other than (x) changes relating to or arising from general economic, market or financial conditions or generally affecting the industries, markets or trade lanes in which the Company operates or (y) changes relating to or arising from the consummation or disclosure of this Agreement or any transaction contemplated by this Agreement or by the Company Disclosure Statement, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or property) with respect to its any of the Company's capital stock (other than stock, except for the regular quarterly cash dividends dividend on the Common Shares not in excess of $.07 0.10 per Share and $.05 per Class B Common Share with usual a record and payment dates and date in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockrecent practice, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to would have a material adverse effect Material Adverse Effect on the Company, (viiv) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany materially affecting its assets, liabilities or business, except insofar as may have been required by GAAP or (v) any increase in the compensation payable or which would become payable by the Company and its subsidiaries to the officers or key employees of the Company and its subsidiaries (taken as a whole), other than as provided in agreements entered into prior to the date hereof between the Company or its subsidiaries and such officers or employees (copies of which have been made available to Parent prior to the date hereof), or any amendments to any Company Benefit Plans (as defined herein).

Absence of Certain Changes or Events. Except as disclosed expressly contemplated by this Agreement and except as set forth on Schedule 5.6 hereto, since December 31, 1996, Teletrak and each of the Teletrak Subsidiaries have conducted their business only in the Company SEC Documents filed ordinary course of business consistent with past practice and publicly available prior there has not been, insofar as reasonably can be foreseen, (i) a Teletrak Material Adverse Effect; (ii) any material change by Teletrak in its accounting methods, principles or practices; (iii) any other action or event that would have required the consent of AES pursuant to ARTICLE 6 hereof had such action or event occurred after the date of this Agreement (the "Company Filed SEC Documents") and that could, individually or in Item 4.07 the aggregate, reasonably be expected to result in a Teletrak Material Adverse Effect; (iv) any sale of capital stock of Teletrak or any of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been Teletrak Subsidiaries; (i) any material adverse change with respect to the Company, (iiv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of Teletrak's capital stock stock; (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policyvi) or any repurchase, redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its Teletrak's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, ; or (ivvii) (xA) any granting by the Company or any of its subsidiaries Teletrak to any officer of the Company or any of its subsidiaries Teletrak of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent financial statements included in the Teletrak SEC Reports, (yB) any granting by the Company or any of its subsidiaries Teletrak to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent financial statements included in the Teletrak SEC Reports or (zC) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Teletrak into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section 2.1(f) of the Company LetterDisclosure Schedule, since February 1December 31, 19971996, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary coursecourse (other than the due diligence activities with respect to the process established by the Company leading to this Agreement), and there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) outstanding capital stock, or any redemption, purchase or other acquisition of any of its capital stock, (iiiii) any split, combination or reclassification of any of its the Company's outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's outstanding capital stock, (iviii) (xA) any granting by the Company or any of its subsidiaries Subsidiaries to any executive officer or other employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensationcompensation (including bonuses), except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997prior practice, (yB) any granting by the Company or any of its subsidiaries the Company Subsidiaries to any such executive officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past prior practice with employees other than any executive officer of the Company, or (C) any entry by the Company or any of its subsidiaries the Company Subsidiaries into any employment, consultingseverance or termination agreement, severance, termination or indemnification any modification of any such existing agreement with any such employee or executive officer, except in the ordinary course of business consistent with prior practice (vit being understood that, as used in this clause (iii), "prior practice" shall mean the practice of the Company and the Company Subsidiaries as of January 1, 1996), (iv) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany or any of the Company Subsidiaries, except insofar as may have been required by a change in generally accepted accounting principles, (v) any material write-off or write-down of, or any determination to write off or write down, any asset of the Company or any of the Company Subsidiaries or any portion thereof, (vi) any amendment, termination, waiver, disposal, or lapse of, or other failure to preserve, any license, permit, or other form of authorization of the Company or any of the Company Subsidiaries, the result of which, individually or in the aggregate, would have, or is reasonably likely to have, a Material Adverse Effect, or (vii) any agreements by the Company to take any of the actions described in the pre ceding clauses (i) through (vi), other than as expressly contemplated or provided for herein. Except as disclosed in the Filed SEC Documents or in Section 2.1(f) of the Disclosure Schedule, since December 31, 1996, no event or events have occurred that, individually or in the aggregate, have had, or are reasonably likely to have, a Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed Since December 31, 1997 (with respect to clauses (i), (ii), (iii), (v) and publicly available prior (vi)) and September 30, 1998 (with respect to the date of this Agreement clause (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letteriv)), since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any material adverse change with respect to on a consolidated basis in the business, financial condition or the annual earnings capacity of Company and the Company Subsidiaries which constituted a Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of Company's outstanding capital stock (other than the regular quarterly cash dividends not dividend and the stock dividend referred to in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policyclause (iii) or any redemption, purchase or other acquisition of any of its capital stockhereof), (iii) any splitsplit (other than the stock dividend declared December 17, 1998), combination or reclassification of any of its Company's outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company's outstanding capital stock, (iv) (x) any granting by the Company or any of its subsidiaries Company Subsidiary to any executive officer of the Company or any of its subsidiaries Company Subsidiary of any increase in compensation, except for increases in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 2630, 19971998, or in connection with a promotion, (y) any granting by the Company or any of its subsidiaries Company Subsidiary to any such executive officer of any increase in severance or termination pay, except as part (A) for obligations which have been satisfied prior to the date hereof, (B) for increases in the ordinary course of a standard employment package to business consistent with past practice in any person promoted or hiredone case not in excess of $100,000, or (C) as was required under any employment, severance or termination agreements in effect as of September 2630, 19971998, or (D) in connection with a promotion, (z) except employment agreements any entry by Company or any Company Subsidiary into any new severance or termination agreement with any such executive officer (other than (A) for obligations which have been satisfied prior to the date hereof, (B) new severance or termination obligations in the ordinary course of business consistent in any one case not in excess of $100,000, and (C) in connection with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officera promotion), (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material significant change in accounting methods, principles or practices by either Company's life insurance business or non-life insurance business materially affecting its assets, liabilities or business, except insofar as may be appropriate to conform to changes in statutory accounting rules or generally accepted accounting principles and except as would not have a Material Adverse Effect on Company's life insurance business or non-life insurance business, as applicable or (vi) except for changes in a manner consistent with past practice or consistent with industry standards, any material change in the underwriting, pricing, actuarial or investment practices or policies of either Company's life insurance business or non-life insurance business, except as would not have a Material Adverse Effect on the life insurance business or non-life insurance business, respectively.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed Between July 1, 2010 and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1, 1997except as contemplated by this Agreement, the Company and each of the Company Subsidiaries has conducted its subsidiaries have conducted their respective businesses only business in all material respects in the ordinary coursecourse consistent with their past practices. Between July 1, 2010 and there has not been the date of this Agreement, except as contemplated by this Agreement, neither the Company nor any of the Company Subsidiaries has: (ia) suffered any material adverse change with respect to the Companychange, (ii) any declaration, setting aside circumstance or payment of any dividend or other distribution event with respect to its capital stock business or financial condition that has had, either individually or in the aggregate, a Material Adverse Effect; (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policyb) suffered any material loss, damage or any redemption, purchase or other acquisition of destruction to any of its capital stock, assets; (iiic) amended its Organizational Documents; (d) incurred any split, combination indebtedness for borrowed money or reclassification of guaranteed any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect ofsuch indebtedness; (e) changed, in lieu of any material respect, its accounting methods, principles or in substitution practices except as required or permitted by GAAP; (f) sold, licensed, leased, abandoned, permitted to lapse or otherwise transferred any material assets, including Company Intellectual Property, except for shares of its capital stock, (iv) (x) any granting by sales and transfers between the Company and any Company Subsidiary or any of its subsidiaries to any officer of the between Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hiredSubsidiaries, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements non-exclusive licenses in the ordinary course of business consistent with past practice practices; (g) declared, set aside or paid any dividend with employees respect to the outstanding Common Shares; (h) acquired any equity interest or voting interest in any Entity (other than a Company Subsidiary disclosed in Section 3.1(b) of the Disclosure Letter and except for short-term investments; (i) other than as required by Legal Requirements, made any executive change in, or accelerate the vesting of, the compensation or benefits payable or to become payable to, or granted any severance or termination pay to, any senior employee or officer of the Company, or made any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with loans to any such employee person or executive officer, (v) made any damage, destruction change in its existing borrowing or loss, whether lending arrangements for or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company behalf of any of its material assets such person pursuant to a Plan or otherwise, except as required by and pursuant to previously existing contractual arrangements or policies of the Company; (j) changed or revoked any Tax election; settled or compromised any claim, notice, audit report or assessment in respect of Taxes; changed any annual Tax accounting period or, except as required by any Legal Requirements, adopted or changed any method of Tax accounting; filed any amended Tax Return; entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrendered any right to claim a Tax refund; or consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) entered into any binding agreement to take any of the actions referred to in clauses “(c)” through “(i)” of this sentence, or (viil) otherwise taken any material change in accounting methodsother action that, principles or practices if taken during the period from the date of this Agreement through the Effective Time, would, unless consented to by the CompanyParent, constitute a breach of clauses (a) through (u) of Section 5.2.

Absence of Certain Changes or Events. Except as for liabilities incurred in connection with this Agreement or the Transactions and except for changes disclosed in the Company Filed SEC Documents filed and publicly available prior to the date of this Agreement (Agreement, as amended to the "Company Filed SEC Documents") or in Item 4.07 date of the Company Letterthis Agreement, since February 1December 31, 19972002, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary course, and since such date there has not been (ia) any material adverse change with respect to the CompanyCompany Material Adverse Effect, (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's capital stock (other than regular quarterly cash dividends not in excess as expressly permitted by the terms of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policySection 5.1(a)), (c) or any redemptionpurchase, purchase redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its capital stockSubsidiaries or any options, warrants, calls or rights to acquire such shares or other securities; (iiid) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, (ive) (xi) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other employee of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice bonus or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination payother benefits, except as part of a standard employment package for normal increases in cash compensation to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements non-executive employees in the ordinary course of business consistent with past practice with employees or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting of or increase in severance or termination pay by the Company or any of its Subsidiaries to any such current or former director, executive officer of the Companyor employee, (iii) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentamendments of, consulting, severance, termination or indemnification agreement any Benefit Plan with any such employee current or former director, executive officerofficer or employee, (viv) any damageamendment to, destruction or lossmodification of, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Companyany Company Stock Option, (vif) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (g) any Tax election that, individually or in the aggregate, would reasonably be likely to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (h) any settlement or compromise of any material income Tax liability, (i) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (j) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any Material Contract (other than in the ordinary course of business consistent with past practice) or default by the Company or any of its Subsidiaries under any Material Contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (k) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (l) any lapse, reversion, termination or expiration of any material Intellectual Property Rights.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents Reports filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterExchange Agreement, and except as contemplated by this Exchange Agreement, since February 1April 2016, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) ’s capital stock, or any redemptionpurchase, purchase redemption or other acquisition by the Company of any of its the Company’s capital stockstock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by the Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to pay or any person promoted or hired, or as was required under entry by the Company into any currently effective employment, severance or termination agreements in effect as of September 26, 1997severance, or (zv) except employment agreements entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with employees other than respect to any executive officer licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (viviii) any revaluation by the Company of any of its material assets their respective assets, including, without limitation, writing down the value of capitalized inventory or (vii) any material change in accounting methods, principles writing off notes or practices by the Companyaccounts receivable.

Absence of Certain Changes or Events. Except as disclosed in the Company Chancellor SEC Documents filed and publicly available prior or except as disclosed in the Chancellor Disclosure Letter, or as otherwise agreed to in writing after the date hereof by Capstar, or as expressly permitted by this Agreement, since the date of this Agreement (the "Company Filed most recent audited financial statements included in the Chancellor SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company Chancellor and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect which could reasonably be expected to have a Chancellor Material Adverse Effect (including as a result of the Companyconsummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of Chancellor's currently outstanding capital stock (other than the payment of regular quarterly cash dividends not on the Chancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, in excess of $.07 per Share and $.05 per Class B Share each case in accordance with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockdates), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (x) any granting by the Company Chancellor or any of its subsidiaries to any director, officer or other employee or independent contractor of the Company Chancellor or any of its subsidiaries of any increase in compensationcompensation or acceleration of benefits, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Chancellor SEC Documents, (y) any granting by the Company Chancellor or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of Chancellor, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Chancellor SEC Documents or (z) except employment agreements any entry by Chancellor or any of its subsidiaries into any employment, severance, change of control, or termination or similar agreement with any director, executive officer or other employee or independent contractor other than in the ordinary course of business consistent with past practice with employees other than any executive officer of the Companypractices, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyChancellor or any of its subsidiaries materially affecting its assets, liability or business, except insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 Section ---- ------------------------------------ 3.7 of the Company LetterDisclosure Schedule, or as contemplated by this Agreement, since February 1November 30, 19971998, the Company and its subsidiaries Subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect to the Company, (iia) any declaration, setting aside aside, or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its outstanding capital stock, (iiib) any split, combination combination, or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any capital stock or other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (ivc) (x) any granting by the Company or any of its subsidiaries Subsidiaries to any executive officer or other employee of the Company or any of its subsidiaries Subsidiaries of any material increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997, the date of the Financial Statements (y) any granting by the Company or any of its subsidiaries Subsidiaries to any such executive officer or other employee of any material increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past prior practice with employees other than or as was required under any executive officer employment, severance, or termination agreements in effect as of the Company, date of the Financial Statements or (z) any entry by the Company or any of its subsidiaries Subsidiaries into any material employment, consulting, severance, or termination or indemnification agreement with any such employee executive officer or executive officerother employee, or (vd) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany or any of its Subsidiaries materially affecting its assets, liabilities, or businesses, except insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to contemplated by this Agreement, since the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterLev Balance Sheet, since February 1, 1997, the Company Lev and its subsidiaries Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary course, and usual course of such businesses and there has not been (i) any change that, individually or in the aggregate, has had or is reasonably likely to have a Lev Material Adverse Effect; (ii) any material adverse change damage, destruction or other casualty loss with respect to the Companyany material asset or property owned, leased or otherwise used by Lev or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend or other distribution with in cash, stock or property in respect to of the capital stock of Lev, except for dividends or other distributions on its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share publicly announced prior to the date hereof and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except as expressly permitted hereby; (iv) any event that would constitute a violation of Section 4.1 hereof if such event occurred after the date of this Agreement and prior to the Effective Time; or (xv) any granting change by Lev in accounting principles, practices or methods. Since the Company or any of its subsidiaries to any officer date of the Company or any of its subsidiaries of Lev Balance Sheet, except as set forth in Schedule 2.6, there has not been any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice compensation payable or as was required under employment agreements in effect as of September 26, 1997, (y) any granting that could become payable by the Company Lev to officers or key employees or any amendment of its subsidiaries to any such officer of any increase in severance the Lev Option Plan other than increases or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements amendments in the ordinary course of business consistent with past -------------------------------------------------------------------------------- 9 practice with employees other than or (y) as required by any executive officer of relevant employment agreement, option agreement or (z) which, individually or in the Companyaggregate, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or would not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyLev Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to contemplated by this Agreement, since the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSynergy Balance Sheet, since February 1, 1997, the Company Synergy and its subsidiaries Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary course, and usual course of such businesses and there has not been (i) any change that, individually or in the aggregate, has had or is reasonably likely to have a Synergy Material Adverse Effect; (ii) any material adverse change damage, destruction or other casualty loss with respect to the Companyany material asset or property owned, leased or otherwise used by Synergy or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend or other distribution with in cash, stock or property in respect to of the capital stock of Synergy, except for dividends or other distributions on its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share publicly announced prior to the date hereof and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except as expressly permitted hereby; (iv) any event that would constitute a violation of Section 4.1 hereof if such event occurred after the date of this Agreement and prior to the Effective Time; or (xv) any granting change by Synergy in accounting principles, practices or methods. Since the Company or any of its subsidiaries to any officer date of the Company or any of its subsidiaries of Synergy Balance Sheet, except as set forth in Schedule 2.6, there has not been any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice compensation payable or as was required under employment agreements in effect as of September 26, 1997, (y) any granting that could become payable by the Company Synergy to officers or key employees or any amendment of its subsidiaries to any such officer of any increase in severance the Synergy Option Plans other than increases or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements amendments in the ordinary course of business consistent with past practice with employees other than or (y) as required by any executive officer of relevant employment agreement, option agreement or (z) which, individually or in the Companyaggregate, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or would not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanySynergy Material Adverse Effect.

Absence of Certain Changes or Events. Except Since September 30, 1998, except as disclosed in the Company SEC Documents filed and publicly available prior to the date of contemplated by this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997Agreement, the Company and its subsidiaries the Subsidiaries have conducted their respective businesses only in the ordinary coursecourse and in a manner consistent with past practice and, and since September 30, 1998, there has not been (ia) any material adverse change with respect to event, change, effect or development that, individually or in the Companyaggregate, has had a Company Material Adverse Effect; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any capital stock (of the Company or any repurchase for value by the Company of any capital stock of the Company, other than regular the payment of quarterly cash dividends not in excess of $.07 0.15 per Share and $.05 per Class B Share with usual record and the payment dates and of quarterly dividends on the Company Preferred Stock in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, terms thereof; (iiic) any split, combination or reclassification of any of its capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, stock of the Company; (ivd) (xi) any granting by the Company or any of its subsidiaries Subsidiary to any director or executive officer of the Company or any of its subsidiaries Subsidiary of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 2630, 19971998, (yii) any granting by the Company or any of its subsidiaries Subsidiary to any such director or executive officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 2630, 19971998, or (ziii) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiary into any employment, consulting, severance, severance or termination or indemnification agreement with any such employee director or executive officer, ; or (ve) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company materially affecting the consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in statutory or United States generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to Since the date of this Agreement (the "Company most recent financial statements included in the Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary coursecourse consistent with past practice, and there has not been (i) any material adverse change with respect to (as defined in Section 10.03) in the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock (other than regular quarterly cash dividends not in excess any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any director, officer of the Company or any of its subsidiaries key employee (as defined below) of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent financial statements included in the Filed SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such director, officer or key employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent financial statements included in the Filed SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into into, or amendment of, any employment, consulting, severance, severance or termination or indemnification agreement with any such employee director, officer or executive officerkey employee, (v) any damage, destruction or lossloss to property, whether or not covered by insurance, that individually or in the aggregate has or would reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles or (vii) any tax election that individually or in the aggregate would reasonably be expected to have a material adverse effect on the Company.

Absence of Certain Changes or Events. Except as disclosed set forth in the Company SEC Documents Reports filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, and except as contemplated by this Agreement, since February 1September 30, 19972011, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) ’s capital stock, or any redemptionpurchase, purchase redemption or other acquisition by the Company of any of its the Company’s capital stockstock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company’s capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by the Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to pay or any person promoted or hired, or as was required under entry by the Company into any currently effective employment, severance or termination agreements in effect as of September 26, 1997severance, or (zv) except employment agreements entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with employees other than respect to any executive officer licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (viviii) any revaluation by the Company of any of its material assets their respective assets, including, without limitation, writing down the value of capitalized inventory or (vii) any material change in accounting methods, principles writing off notes or practices by the Companyaccounts receivable.

Absence of Certain Changes or Events. Except as disclosed set forth in Company Disclosure Schedule 3.10, or as otherwise expressly contemplated by this Agreement, (a) since December 31, 2014, there has not been any change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of Company SEC Documents filed or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Company or Company Bank and publicly available prior to Company’s Knowledge as of the date hereof, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company or Company Bank in the future; (b) since December 31, 2014 to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and hereof there has not been (i) any material adverse change with respect to the by Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred by Company’s independent accountants, (ii) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its capital stock, securities; (iii) any split, combination increase in or reclassification establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of its capital stock options, stock appreciation rights, performance awards, restricted stock awards, restricted stock unit awards or deferred stock unit awards), stock purchase or other employee benefit plan, or any issuance other increase in the compensation payable or the authorization to become payable to any directors, officers or employees of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries Subsidiaries (other than normal salary adjustments to employees made in the Ordinary Course of Business), or any officer grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the Ordinary Course of Business with respect to the compensation or employment of directors, officers or employees of Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business Subsidiaries; (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (yiv) any granting material election or material changes in existing elections made by the Company or any of its subsidiaries to Subsidiaries for federal or state Tax purposes; (v) any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements material change in the ordinary course credit policies or procedures of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employmentSubsidiaries, consulting, severance, termination the effect of which was or indemnification agreement with is to make any such employee policy or executive officer, (v) procedure less restrictive in any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, respect; (vi) any revaluation by the Company material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than Company Investment Securities or loans and loan commitments purchased, sold, made or entered into in the Ordinary Course of its material assets Business; or (vii) any material change lease of real or personal property entered into, other than in accounting methods, principles or practices by the Companyconnection with foreclosed property.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterSince June 30, since February 12001, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to the Material Adverse Effect on Company, ; (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock, or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, any of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemptionof its subsidiaries' capital stock, purchase or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its capital stocksubsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (iii) any split, combination or reclassification of any of its capital stock Company's or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its subsidiaries' capital stock, ; (iv) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases of cash compensation to non-officer employees in the ordinary and usual course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements in effect as of September 26, 1997, (y) any granting payment by the Company or any of its subsidiaries to any such officer of any increase in severance or termination paybonus, except as part of a standard employment package for bonuses made to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements non-officer employees in the ordinary course of business consistent with past practice with employees other than practice, or any executive officer granting by Company or any of the Company, its subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries into any currently effective employment, consulting, severance, termination or indemnification agreement with or any such employee agreement the benefits of which are contingent or executive officer, the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby; (v) entry by Company or any damageof its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 3.19) other than licenses in the ordinary and usual course of business, destruction consistent with past practice, or loss, whether any amendment or not covered consent with respect to any licensing agreement filed or required to be filed by insurance, that has or reasonably could be expected to have a material adverse effect on Company with the Company, SEC; (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP or by the SEC; or (vii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets or (vii) any material change of the Company other than in accounting methods, principles or practices by the Companyordinary and usual course of business.

Absence of Certain Changes or Events. (a) Except as disclosed in the Company SEC Documents filed and publicly available with the SEC prior to the date of this Agreement (the "Company Filed SEC Documents"or as disclosed in Section 3.7(a) or in Item 4.07 of the Company Letter, since February 1December 31, 1997, 2003 (i) the Company and its subsidiaries Subsidiaries have conducted their respective businesses only not incurred any liability or obligation (indirect, direct or contingent), that would, after taking into consideration any related benefits or value (indirect, direct or contingent), individually or in the ordinary courseaggregate, have a Material Adverse Effect on the Company; (ii) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has, individually or in the aggregate, had a Material Adverse Effect on the Company; (iii) there has not been (i) any material adverse change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its capital stock, ; (iv) there has not been (x) any granting by the Company or any of its subsidiaries Subsidiaries to any officer of the Company or any of its subsidiaries Subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past the Company's prior practice or as was required under employment agreements Contracts in effect as of September 26, 1997the date of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its subsidiaries Subsidiaries to any such officer employee of any increase in rights of severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severance, severance or termination or indemnification agreement Contract with any such employee or executive officer, employee; and (v) any damagethrough the date hereof, destruction or loss, whether or not covered by insurance, that there has or reasonably could be expected been no Material Adverse Change with respect to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of Disclosure Schedule Section 3.10, or as otherwise expressly permitted or expressly contemplated by this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company LetterAgreement, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and Balance Sheet Date there has not been (i) any material adverse change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of the Bank or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyBank or any of its Subsidiaries, and no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to the Bank or any of its Subsidiaries in the future; (ii) any change by the Bank or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred in by the Bank’s independent accountants; (iii) any entry by the Bank or any of its Subsidiaries into any contract, commitment or guarantee of more than (A) $50,000 or (B) $25,000 per annum with a term of more than one year, other than purchases or sales of investment securities, and loans and loan commitments, all in the Ordinary Course of Business; (iv) any declaration, setting aside or payment of any dividend or other distribution with in respect to its of any capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Bank or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its capital stocksecurities, other than in the Ordinary Course of Business; (iiiv) any split, combination increase in or reclassification establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of its capital stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any issuance other increase in the compensation payable or to become payable to any directors, officers or employees of the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company Bank or any of its subsidiaries Subsidiaries (other than normal salary adjustments to any officer employees made in the Ordinary Course of the Company Business), or any grant of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of September 26, 1997, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package or any contract or arrangement entered into to make or grant any person promoted or hired, or as was required under employment, severance or termination agreements in effect as pay, any payment of September 26, 1997any bonus, or (z) except employment agreements the taking of any action not in the ordinary course Ordinary Course of business consistent Business with past practice with respect to the compensation or employment of directors, officers or employees other than any executive officer of the Company, any entry by the Company Bank or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, Subsidiaries; (vi) any revaluation material election or material changes in existing elections made by the Company of Bank or any of its material assets Subsidiaries for federal or state Tax purposes; (vii) any material change in accounting methodsthe credit policies or procedures of the Bank or any of its Subsidiaries, principles the effect of which was or practices by is to make any such policy or procedure less restrictive in any respect; (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than (A) investment securities in the CompanyBank’s or any of its Subsidiaries’ investment portfolio or (B) loans and loan commitments purchased, sold, made or entered into in the Ordinary Course of Business; or (ix) any lease of real or personal property entered into, other than in connection with foreclosed property or in the Ordinary Course of Business.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company Filed SEC Documents") and except as it relates to the Viacom Transaction or as otherwise disclosed in Item 4.07 writing by the Company to Evergreen prior to the execution and delivery of this Agreement, since the date of the most recent audited financial statements included in the Filed Company Letter, since February 1, 1997SEC Documents, the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect which could reasonably be expected to have a Company Material Adverse Effect (including as a result of the Companyconsummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's outstanding capital stock (other than the payment of regular quarterly cash dividends not on the Company Convertible Preferred Stock in excess of $.07 per Share and $.05 per Class B Share accordance with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockdates), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any director, officer or other employee or independent contractor of the Company or any of its subsidiaries of any increase in compensationcompensation or acceleration of benefits, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed Company SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of the Company, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Filed Company SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, change of control, or termination or indemnification similar agreement with any such director, officer or other employee or executive officerindependent contractor, or (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company.Company or any of its subsidiaries materially affecting its assets, liability or business, except insofar as may have been required by a change in generally accepted accounting principles. 3.6 No Extraordinary Payments or Change in Benefits. No current or former director, officer, employee or independent contractor of the Company or any of its subsidiaries is entitled to receive any payment under any agreement, arrangement or policy (written or oral) relating to employment, severance, change of control, A-18 24 termination, stock options, stock purchases, compensation, fringe benefits or other employee benefits currently in effect (collectively, the "Company Benefit Plans"), nor will any benefit received or to be received by any current or former director, officer, employee or independent contractor of the Company or any of its subsidiaries under any Company Benefit Plan be accelerated or modified, as a result of or in connection with the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement. 3.7

Absence of Certain Changes or Events. Except Other than as disclosed in the Company SEC Documents filed and publicly available prior to set forth on Schedule 2.6, except as contemplated by this Agreement, since the date of this Agreement (the "Company Filed SEC Documents") or Etherogen Financial Statements, Etherogen has conducted its business only in, and has not engaged in Item 4.07 of the Company Letter, since February 1, 1997any material transaction other than according to, the Company ordinary and its subsidiaries have conducted their respective businesses only in the ordinary course, usual course of such business and there has not been (i) any change that, individually or in the aggregate, has had or is reasonably likely to have a Etherogen Material Adverse Effect; (ii) any material adverse change damage, destruction or other casualty loss with respect to the Companyany material asset or property owned, leased or otherwise used by Etherogen or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend or other distribution with in cash, stock or property in respect to of the capital stock of Etherogen, except for dividends or other distributions on its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share publicly announced prior to the date hereof and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except as expressly permitted hereby; (iv) any event that would constitute a violation of Section 4.1 hereof if such event occurred after the date of this Agreement and prior to the Effective Time; or (xv) any granting change by Etherogen in accounting principles, practices or methods. Since the Company or any of its subsidiaries to any officer date of the Company or any of its subsidiaries of Etherogen Balance Sheet, except as set forth in Schedule 2.6, there has not been any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice compensation payable or as was required under employment agreements in effect as of September 26, 1997, (y) any granting that could become payable by the Company Etherogen to officers or key employees or any of its subsidiaries to any such officer amendment of any increase in severance Etherogen option plan other than increases or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements amendments in the ordinary course of business consistent with past practice with employees other than or (y) as required by any executive officer of relevant employment agreement, option agreement or (z) which, individually or in the Companyaggregate, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (v) any damage, destruction or loss, whether or would not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyEtherogen Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company Filed SEC Documents") and except as set forth on Schedule 3.5 hereto or as it relates to the Viacom Transaction or as otherwise disclosed in Item 4.07 writing by the Company to Evergreen prior to the execution and delivery of this Agreement, since the date of the most recent audited financial statements included in the Filed Company Letter, since February 1, 1997SEC Documents, the Company and its subsidiaries have conducted their respective businesses business only in the ordinary course, and there has not been (i) any material adverse change with respect which could reasonably be expected to have a Company Material Adverse Effect (including as a result of the Companyconsummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its any of the Company's outstanding capital stock (other than the payment of regular quarterly cash dividends not on the Company Convertible Preferred Stock in excess of $.07 per Share and $.05 per Class B Share accordance with usual record and payment dates and in accordance with the Company's present dividend policy) or any redemption, purchase or other acquisition of any of its capital stockdates), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its subsidiaries to any director, officer or other employee or independent contractor of the Company or any of its subsidiaries of any increase in compensationcompensation or acceleration of benefits, except in the ordinary course of business (including in connection with promotions) consistent with past prior practice or as was required under employment agreements in effect as of September 26, 1997the date of the most recent audited financial statements included in the Filed Company SEC Documents, (y) any granting by the Company or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of the Company, except as part in the ordinary course of a standard employment package to any person promoted or hired, business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of September 26, 1997, the date of the most recent audited financial statements included in the Filed Company SEC Documents or (z) except employment agreements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, change of control, or termination or indemnification similar agreement with any such director, officer or other employee or executive officerindependent contractor, or (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the CompanyCompany or any of its subsidiaries materially affecting its assets, liability or business, except insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in contemplated by this Agreement or as set forth on Schedule 2.9, since the Company SEC Documents filed and publicly available prior to Balance Sheet Date until the date of this Agreement (the "Company Filed SEC Documents") or in Item 4.07 of the Company Letter, since February 1, 1997, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been been: (i) any material adverse change with respect to Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with (whether in cash, stock or property) in respect to its capital stock (other than regular quarterly cash dividends not in excess of, the shares of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's present dividend policy) Company Common Stock, or any redemptionpurchase, purchase redemption or other acquisition by the Company of any shares of its capital stockCompany Common Stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCompany Common Stock, (iv) (x) except as required by any Company Plan, any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensationcompensation or fringe benefits, except for normal increases in the ordinary course of business (including in connection with promotions) consistent with past practice practice, or as was required under employment agreements any payment by the Company of any bonus, except for bonuses made in effect as the ordinary course of September 26business consistent with past practice, 1997, (y) or any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package in each case referred to in this clause (iv) with respect to any person promoted employee of the Company or hiredany of its Subsidiaries with an aggregate annual base salary of at least $200,000 prior to giving effect to any increases, (v) entry by the Company into any licensing or as was required under employment, severance other agreement with regard to the acquisition or termination agreements in effect as disposition of September 26, 1997, or (z) except employment agreements any Intellectual Property other than licenses in the ordinary course of business consistent with past practice (including licenses for commercially available software) or any amendment or consent with employees other than respect to any executive officer licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) except as may be reflected in the Financial Statements, any material change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP or any applicable Legal Requirement, (vii) except for the engagement of Mxxxxx LLP in connection with the preparation of the Financial Statements, any change in the auditors of the Company, any entry by the Company or any of its subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any such employee or executive officer, (vvii) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on issuance of capital stock of the Company, or (viviii) any revaluation by the Company of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business or (vii) any material change in accounting methods, principles or practices as may be required by the CompanyGAAP.